Annual Incentive Compensation Payroll Practice of Registrant



 Exhibit 10.34 
  

 ANNUAL INCENTIVE COMPENSATION PAYROLL PRACTICE 
 As Amended and Restated Effective January 1, 2007 
  








 Exhibit                      
 TABLE
OF CONTENTS 
  

			
	 	  	PAGE
	SECTION I-DEFINITIONS	  	1-6
		
	SECTION II-ELIGIBILITY	  	6-7
		
	SECTION III-CORPORATE PERFORMANCE BONUS	  	7-9
		
	SECTION IV-PERSONAL PERFORMANCE BONUS	  	9-10
		
	SECTION V-PAYMENT OF BONUS	  	10
		
	SECTION VI-CHANGE OF CONTROL	  	10-11
		
	SECTION VII-GENERAL PROVISIONS	  	11-12








 NEWMONT ANNUAL INCENTIVE COMPENSATION PAYROLL PRACTICE 
 (Effective as of January 1, 2007) 
 PURPOSE 
 The purpose of this payroll practice is to provide to those employees of Newmont Mining and its Affiliated
Entities that participate in this payroll practice a more direct interest in the success of the operations of Newmont Mining. Employees of Newmont Mining and participating Affiliated Entities will be rewarded in accordance with the terms and
conditions described below. 
 This payroll practice is intended to be a payroll practice described in Department of Labor Regulation
Section 2510.3-1(b) and shall not be considered a plan subject to the Employee Retirement Income Security Act of 1974, as amended. 
 SECTION I-DEFINITIONS 
 1.1 “Affiliated Entity(ies)” means any corporation or other entity,
now or hereafter formed, that is or shall become affiliated with Newmont Mining, either directly or indirectly, through stock ownership or control, and which is (a) included in the controlled group of corporations (within the meaning of Code
Section 1563(a) without regard to Code Section 1563(a)(4) and Code Section 1563(e)(3)(C)) in which Newmont Mining is also included and (b) included in the group of entities (whether or not incorporated) under common control
(within the meaning of Code Section 414(c)) in which Newmont Mining is also included. 
 1.2 “Board” means the
Board of Directors of Newmont Mining or its delegate. 
 1.3 “Bonus Eligible Earnings” “Bonus Eligible
Earnings” means the total base salary and regular earnings (collectively, “regular earnings”) of the Employee during the calendar year. If an Employee is absent from work because of a work-related injury, the Employee’s
“Bonus Eligible Earnings” will be determined by his actual gross base earnings during the calendar year. In the case of a Terminated Eligible Employee who is Disabled, “Bonus Eligible Earnings” will be determined by his actual
gross base earnings, including short-term disability pay received during the calendar year, but excluding pay from any other source. If an Employee dies during the calendar year, the “Bonus Eligible Earnings” for such Terminated Eligible
Employee will be determined by his actual gross base earnings. If an Employee is on active military duty during a calendar year, the “Bonus Eligible Earnings” will be determined by his actual gross base earnings during the calendar year,
exclusive of any military pay. If an Employee does not receive a W-2, his “Bonus Eligible Earnings” shall be determined on the basis of his actual gross base earnings for the calendar year, or portion thereof, as shown on the payroll
records of Newmont Mining or the Participating Employer. In all cases, an Employee’s “Bonus Eligible Earnings” shall be computed before reduction for pre-tax contributions to an employee benefit plan of Newmont 

  

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Mining pursuant to Section 401(k) or Section 125 of the Code. In the event of a Change of Control, the Bonus Eligible Earnings of each eligible
Employee shall be equal to such Employee’s base salary, on an annualized basis, as of the date immediately preceding the Change of Control and, in the case of a Terminated Eligible Employee, such Employee’s base salary for the calendar
year through the date of termination of employment. 
 1.4 “Change of Control” means the occurrence of any of the
following events: 
 (i) The acquisition in one or a series of transactions by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (x) the then outstanding shares of common stock of Newmont Mining (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of Newmont Mining
entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control:
(A) any acquisition directly from Newmont Mining other than an acquisition by virtue of the exercise of a conversion privilege, unless the security being so converted was itself acquired directly from Newmont Mining, (B) any acquisition by
Newmont Mining, (C) any acquisition by any employee benefits plan (or related trust) sponsored or maintained by Newmont Mining or any corporation controlled by Newmont Mining or (D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or 
 (ii) Individuals
who, as of the Effective Date, constitute the Board of Directors of Newmont Mining (“Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of Newmont Mining; provided, however, that any
individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Newmont Mining’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Newmont Mining; or 
 (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of
Newmont Mining or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the 

  

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election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation or other
entity which as a result of such transaction owns Newmont Mining or all or substantially all of Newmont Mining’s assets either directly or through one or more subsidiaries (a “Parent Company”)) in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no person or entity (excluding Newmont Mining, any corporation resulting
from such Business Combination, any employee benefits plan (or related trust) of Newmont Mining or its Affiliate or any corporation resulting from such Business Combination or, if reference was made to equity ownership of any Parent Company for
purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, such Parent Company) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, unless such ownership
resulted solely from ownership of securities of Newmont Mining, prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination (or, if reference
was made to equity ownership of any Parent Company for purposes of determining whether clause (A) above is satisfied in connection with the applicable Business Combination, of the Parent Company) were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of Directors of Newmont Mining, providing for such Business Combination; or 
 (iv) Approval by the stockholders of Newmont Mining of a complete liquidation or dissolution of Newmont Mining. 
 1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 1.6
“Compensation Committee” means the Compensation Committee of the Board of Directors of Newmont Mining. 
 1.7
“Consolidated Capital Expenditures” means Newmont Mining’s total capital expenditures on an accrual basis measured against total capital expenditures on an accrual basis as approved by the Board, adjusted from time to time
by the Board. (Target is adjusted as follows: Boddington Australian dollar denominated budgeted capital expenditures are adjusted for the actual Aus$/US$ exchange rate.) 
 1.8 “Consolidated Costs Applicable to Sales - Gold” means audited, US GAAP consolidated costs applicable to sales for gold,
measured against the budgeted consolidated costs applicable to sales for gold per the approved business plan; provided, however, that Consolidated Costs Applicable to Sales shall be adjusted for copper on a gold equivalent ounce basis for the
employees directly associated with the Batu Hijau mine. 
  

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 1.9 “Consolidated Net Cash from Operations” means Newmont Mining’s net cash
from operations based on the audited, US GAAP Statement of Consolidated Cash Flows, excluding individual payments or receipts greater than $10 million for unbudgeted liabilities and/or legal settlements, measured against budgeted consolidated
net cash from operations per the approved business plan (business plan target adjusted based on $650/oz gold pricing), and adjusted for fluctuations in the gold price. 
 1.10 “Corporate Performance Bonus” means the bonus payable to an Employee pursuant to Section III. 
 1.11 “Disability” means a condition such that the salaried Employee has terminated employment with Newmont Mining or Affiliated Entities with a disability and has begun receiving benefits from
the Long Term Disability Plan of Newmont or a successor plan. 
 1.12 “Equity Ounces Sold - Gold” means the reported
equity ounces of gold sold for the applicable calendar year, measured against the budgeted equity ounces of gold sold per the approved business plan; provided, however, that Equity Ounces Sold shall be adjusted for equity copper ounces sold on a
gold equivalent basis for those employees directly associated with the Batu Hijau mine. 
 1.13 “Economic Performance
Driver” means Equity Ounces Sold - Gold, Consolidated Net Cash from Operations, Reserve Growth, Consolidated Capital Expenditures and Consolidated Costs Applicable to Sales - Gold. 
 1.14 “Employee” means an employee of Newmont Mining or an Affiliated Entity who satisfied the conditions for this payroll
practice and who is not (a) an individual who performs services for Newmont Mining or an Affiliated Entity under an agreement, contract or arrangement (which may be written or oral) between the employer and the individual or with any other
organization that provides the services of the individual to the Employer pursuant to which the individual is initially classified or treated as an independent contractor or whose remuneration for services has not been treated initially as subject
to the withholding of federal income tax pursuant to Code § 3401, or who is otherwise treated as an employee of an entity other than Newmont Mining or an Affiliated Entity, irrespective of whether he or she is treated as an employee of
Newmont Mining or an Affiliated Entity under common-law employment principles or pursuant to the provisions of Code § 414(m), 414(n) or 414(o), even if the individual is subsequently reclassified as a common-law employee as a result of a
final decree of a court of competent jurisdiction, the settlement of an administrative or judicial proceeding or a determination by the Internal Revenue Service, the Department of the Treasury or the Department of Labor, (b) an individual who
is a leased employee, (c) a temporary employee, or (d) an individual covered by a collective bargaining agreement unless otherwise provided for in such agreement. 
 1.15 “Key Objectives” means the key results expected by the end of the review period for an Employee, as established and
administered through Newmont Mining’s performance management system. 
  

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 1.16 “Newmont Mining” means Newmont Mining Corporation. 
 1.17 “Participating Employer” means Newmont Mining and any Affiliated Entity that enters into a participation agreement with the
Board or its delegate which identifies such entity as a Participating Employer in this payroll practice. 
 1.18 “Pay
Grade” means those jobs sharing a common salary range, as designated by the Board or its delegate. 
 1.19
“Performance Rating Category” means the numerical category used to classify the performance of each Employee in accordance with Newmont Mining’s performance management system. 
 1.20 “Personal Performance Bonus” means the bonus payable to an Employee based on the individual performance of such Employee, as
set forth in Section 4.2. 
 1.21 “Personal Performance Bonus Factor” means the factor used to determine an
Employee’s Personal Performance Bonus, based upon the Performance Rating Category assigned to the Employee, in accordance with Section 4.1. 
 1.22 “Position(s)” means the defined job(s) held by an Employee during the calendar year. 
 1.23 “Reserve Growth” means year on year gold reserve growth as reported under SEC Industry Guide 7. This includes reserve additions from acquisitions. This is calculated as a percentage change as follows: current
year-end reserves divided by prior year-end reserve less divestitures minus one. [Current year-end reserves/(Prior year-end reserves less divestitures) -1]. 
 1.24 “Terminated Eligible Employee” means an Employee employed in a position located in Colorado or any Employee in an Executive grade level position who terminates employment with Newmont
Mining and/or a Participating Employer during the calendar year on account of death, retirement, Disability, or severance (excluding severance under the Severance Plan of Newmont). The Vice President of Human Resources of Newmont Mining (or his or
her delegate) may, in his/her sole discretion, also designate in writing other Employees who terminate employment during the calendar year under other circumstances as “Terminated Eligible Employees.” 
 SECTION II-ELIGIBILITY 
 All
Employees of Newmont Mining and/or a Participating Employer are potentially eligible to receive a bonus payment under this payroll practice, provided (i) they are on the payroll of Newmont Mining and/or a Participating Employer as of the last
day of the calendar year, and at the time of payment, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Otherwise eligible Employees who are on short-term disability under the Short-Term Disability Plan of
Newmont or a similar or a 

  

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successor plan or not working because of a work-related injury as of the last day of the calendar year shall be eligible to receive a bonus under
clause (i). Notwithstanding the foregoing provisions of this paragraph, the Compensation Committee or the Vice President of Human Resources (or his or her delegate) may, prior to the end of the calendar year, exclude from eligibility for
participation under this payroll practice with respect to the calendar year any Employee or Employees, as he or she may determine in his or her sole discretion. 
 SECTION III-CORPORATE PERFORMANCE BONUS 
 3.1 Eligibility for Corporate Performance
Bonus Component. For the calendar year, the Corporate Performance Bonus will be determined pursuant to this section for each eligible Employee who is (a) in Pay Grade 109 and above on the last day of the calendar year and at the
time the payment is made (or was in such Pay Grade at the time of termination of employment); (b) each eligible Employee who is in Pay Grade 108 and below who is employed by the corporate office (including expatriate assignments) or at a
non-operating site location, as determined by the Vice President of Human Resources (or his or her delegate), on the last day of the calendar year and at the time payment is made (or was in such Pay Grade and at such location at the time of
termination of employment); and (c) any other employee or class of employees as determined by the Vice President of Human Resources (or his or her delegate). For the calendar year, the performance bonus for each eligible Employee who is in Pay
Grade 108 or below on the last day of the calendar year and at the time the payment is made (or was in such Pay Grade at the time of termination of employment) and who is not assigned to the corporate office or at a non-site location, will be
determined in accordance with such performance factors, weighting factors and other methods of bonus determination as shall be established for each specific site or region by Newmont Mining for the calendar year, rather than the Corporate
Performance Bonus. Each operating site shall develop its own critical performance indicators for this purpose. 
 3.2 Target Amounts
for Economic Performance Drivers. The Compensation Committee shall establish both the targets and the minimum and maximum amounts for each Economic Performance Driver on an annual basis. The target Equity Ounces Sold - Gold, the target
Consolidated Net Cash from Operations, the target Consolidated Capital Expenditures, the target Consolidated Costs Applicable to Sales - Gold together with the applicable minimums and maximums for each such Economic Performance Driver, shall be
established in United States dollars and cents and the target and minimum and maximum Reserve Growth shall be established as a percentage. Targets will be adjusted for acquisitions or divestitures as approved by the Newmont Board of Directors.

 3.3 Actual Performance for Economic Performance Drivers. As soon as possible after the end of each calendar year, the
Compensation Committee shall certify the extent to which actual performance met the target amounts for each Economic Performance Driver. 
  

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 3.4 Aggregate Payout Percentage. An aggregate payout factor (the “Aggregate Payout
Percentage”) will be calculated as follows: 
 (i) Calculating the Performance Percentage for each Economic
Performance Driver. For each Economic Performance Driver, actual performance will be compared to the target, minimum and maximum amounts to arrive at a performance percentage (“Performance Percentage”) calculated as follows:

  

	 	•	 	 If the actual amount is less than the minimum amount, the Performance Percentage is zero; 


  

	 	•	 	 If the actual amount is equal to the minimum amount, the Performance Percentage is 50%; 


  

	 	•	 	 If the actual amount is less than the target amount and greater than the minimum amount, the Performance Percentage is the sum of (A) 50%, plus (B) the
product of 50%, times a fraction, the numerator of which is the difference between the actual amount and the minimum amount, and the denominator of which is the difference between the target amount and the minimum amount;



  

	 	•	 	 If the actual amount is equal to the target amount, the Performance Percentage is 100%; 


  

	 	•	 	 If the actual amount is greater than the target amount and less than the maximum amount, the Performance Percentage is the sum of (A) 100%, plus (B) a
fraction, the numerator of which is the difference between the actual amount and the target amount, and the denominator of which is the difference between the maximum amount and the target amount; and 


  

	 	•	 	 If the actual amount is greater than or equal to the maximum amount, the Performance Percentage is 200%. 


 (ii) Calculating the Payout Percentage for each Economic Performance Driver. The payout percentage for each Economic Performance
Driver is the product of the Performance Percentage times the applicable weighting factor as listed in Appendix A (“Payout Percentage for each Economic Performance Driver”). 
 (iii) Calculating the Aggregate Payout Percentage. The Aggregate Payout Percentage is the sum of the Payout Percentages for each
Performance Factor. 
 3.5 Determination of Target Performance Level. An Employee’s Target Performance Level is determined
by the Employee’s Pay Grade pursuant to the table in Appendix B. 
  

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 3.6 Determination of the Corporate Performance Bonus. The Corporate Performance Bonus for
each eligible Employee is the product of the Aggregate Payout Percentage, times the Employee’s Target Performance Level, times the Employee’s Bonus Eligible Earnings. 
 3.7 Terminated Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Corporate Performance Bonus. This bonus
will be calculated as follows: 
 Target Performance Level x Year to Date Bonus Eligible Earnings = Corporate Performance
Bonus Payable 
 3.8 Adjustments. The Compensation Committee may adjust the Performance Percentage or any measure or
otherwise increase or decrease the Corporate Performance Bonus otherwise payable in order to reflect changed circumstances or such other matters as the Compensation Committee deems appropriate. 
 SECTION IV-PERSONAL PERFORMANCE BONUS 
 4.1 Personal Performance Level. At the end of the calendar year, each eligible Employee’s supervisor will evaluate the Employee and rate the Employee’s personal performance level. The Personal Performance Bonus for
the Chief Executive Officer of Newmont Mining shall be determined by the Compensation Committee. In accordance with Newmont Mining’s performance management system, the supervisor will rate the degree to which the Employee met the key objectives
that were established for the Employee and performed in accordance with Newmont’s values during the calendar year. Each Employee will be rated by the Employee’s supervisor in one of Newmont Mining’s Performance Rating Categories. In
conjunction with these ratings, Newmont Mining will assign a Personal Performance Bonus Factor for the Employee as listed in Appendix C which Personal Performance Bonus Factor may be greater or smaller than the Personal Performance Bonus Factor
set forth in Appendix C as determined in the sole discretion of Newmont Mining. 
 4.2 Determination of Personal Performance
Bonus. Subject to Section 4.3, an eligible Employee’s Personal Performance Bonus is determined by multiplying the eligible Employee’s Bonus Eligible Earnings times the applicable percentage from the Target Performance Level,
as set forth in Appendix C times the Personal Performance Bonus Factor determined pursuant to Section 4.1. 
 4.3 Terminated
Eligible Employees. Terminated Eligible Employees shall be eligible to receive a Personal Performance Bonus based upon an assumed Personal Performance Bonus Factor of 1.0, so that the Terminated Eligible Employees will receive a Personal
Performance Bonus at their individual Target Performance Level multiplied by their Bonus Eligible Earnings for the calendar year. 
  

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 4.4 Ineligible Employees. Eligible Employees whose Personal Performance Bonus Factor
(determined pursuant to Section 4.1) is less than .20 shall not be eligible to receive a Personal Performance Bonus. 
 4.5
Adjustments of Personal Performance Bonus. The Compensation Committee may adjust the Personal Performance Bonus Factor or any measure or otherwise increase the Personal Performance Bonus otherwise payable in order to reflect changed
circumstances or such other matters as the Compensation Committee deems appropriate. 
 SECTION V-PAYMENT OF BONUS 

5.1 Pay Grade. If an employee was in more than one Pay Grade during the calendar year, the bonus payable to such eligible Employee shall
be calculated on a pro-rata basis in accordance with the amount of time spent by such eligible Employee in each Pay Grade during the calendar year. 
 5.2 Time and Method of Payment. The aggregate of any and all bonuses payable under
this payroll practice shall be payable to each eligible Employee (other than Terminated Eligible Employees) in cash as soon as practicable following approval of bonuses by the Compensation Committee. Terminated Eligible Employees shall receive the
aggregate of any and all bonuses payable under this payroll practice in cash as soon as practicable following the date of their termination from employment with Newmont Mining or a Participating Employer. All payments and the timing of such payments
shall be made in accordance with practices and procedures established by Newmont Mining or the Participating Employer. Payment under this payroll practice will be made no later than the 15th day of the third month following the calendar year in which an Employee’s right to payment is no longer subject to a substantial risk of forfeiture.

 5.3 Withholding Taxes. All bonuses payable hereunder shall be subject to the withholding of such amounts as Newmont Mining
or an Affiliated Entity may determine is required to be withheld pursuant to any applicable federal, state, local or foreign law or regulation. 
 SECTION VI-CHANGE OF CONTROL 
 6.1 In General. In the event of a Change of Control, each eligible
Employee (including Terminated Eligible Employees who terminate employment during the calendar year in which the Change of Control occurs) shall become entitled to the payment of a Corporate Performance Bonus and a Personal Performance Bonus, in
accordance with the provisions of this Section. 
  

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 6.2 Calculation of Bonuses. Upon a Change of Control, each eligible Employee, together with
each Terminated Eligible Employee, shall become entitled to the payment of (i) a Corporate Performance Bonus calculated on the basis of a Performance Percentage equal to the greater of the actual results attained for the calendar year or the
applicable targets for such Calendar year and (ii) a Personal Performance Bonus calculated on the basis of a Personal Performance Bonus Factor equal to the greater of the actual Personal Performance Bonus Factor for the calendar year or a
Personal Performance Bonus Factor of 1.0. If a Change of Control occurs prior to the time that the Compensation Committee has established the targets for the calendar year, such percentages shall be based upon the corresponding percentages for the
immediately preceding calendar year. 
 6.3 Payment of Bonuses. The bonuses payable in accordance with the provisions of this
Section VI shall be calculated and paid as soon as practicable following the date of the Change of Control. Such payments shall be subject to the withholding of such amounts as Newmont Mining may determine is required to be withheld pursuant to
any applicable federal, state or local law or regulation. Upon the completion of such payments, eligible Employees and Terminated Eligible Employees shall have no further right to the payment of any bonus hereunder (other than any bonus payable
hereunder with respect to a previous calendar year that has not yet been paid). 
 SECTION VII-GENERAL PROVISIONS 
 7.1 Amount Payable Upon Death of Employee. If an eligible Employee who is entitled to payment hereunder dies after becoming eligible for
payment but before receiving full payment of the amount due, or if an eligible Employee dies and becomes a Terminated Eligible Employee, all amounts due shall be paid as soon as practicable after the death of the eligible Employee, in a cash lump
sum, to the beneficiary or beneficiaries designated by the eligible Employee to receive life insurance proceeds under Group Life and Accidental Death & Dismemberment Plan of Newmont or a successor plan. In the absence of an effective
beneficiary designation under said plan, any amount payable hereunder following the death of an eligible Employee shall be paid to the eligible Employee’s estate. 
 7.2 Right of Offset. To the extent permitted by applicable law, Newmont Mining may, in its sole discretion, apply any bonus payments otherwise due and payable under this payroll practice against any
eligible Employee or Terminated Eligible Employee loans outstanding to Newmont Mining or an Affiliated Entity or other debts of the eligible Employee or Terminated Eligible Employee to Newmont Mining or an Affiliated Entity. By accepting payments
under this payroll practice, the eligible Employee shall consent to the reduction of any compensation paid to the eligible Employee by Newmont Mining or an Affiliated Entity to the extent the eligible Employee receives an overpayment from this
payroll practice. 
 7.3 Termination. The Board may at any time amend, modify, suspend or terminate this payroll practice;
provided, however, that the Compensation Committee may, consistent with its administrative powers, waive or adjust provisions of this payroll practice as it determines necessary from time to time. 
  

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 7.4 Payments Due Minors or Incapacitated Persons. If any person entitled to a payment under
this payroll practice is a minor, or if the Compensation Committee or its delegate determines that any such person is incapacitated by reason of physical or mental disability, whether or not legally adjudicated as an incompetent, the Compensation
Committee or its delegate shall have the power to cause the payment becoming due to such person to be made to another for his or her benefit, without responsibility of the Compensation Committee or its delegate, Newmont Mining, or any other person
or entity to see to the application of such payment. Payments made pursuant to such power shall operate as a complete discharge of the Compensation Committee, this payroll practice and Newmont Mining. 
 7.5 Severability. If any section, subsection or specific provision is found to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of this payroll practice, and this payroll practice shall be construed and enforced as if such illegal and invalid provision had never been set forth in this payroll practice. 
 7.6 No Right to Employment. The establishment of this payroll practice shall not be deemed to confer upon any person any legal right to be
employed by, or to be retained in the employ of, Newmont Mining or any Affiliated Entity, or to give any Employee or any person any right to receive any payment whatsoever, except as provided under this Payroll Practice. All Employees shall remain
subject to discharge from employment to the same extent as if this payroll practice had never been adopted. 
 7.7
Transferability. Any bonus payable hereunder is personal to the eligible Employee or Terminated Eligible Employee and may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of except by will or by the laws of
descent and distribution. 
 7.8 Successors. This payroll practice shall be binding upon and inure to the benefit of Newmont
Mining, the Participating Employers and the eligible Employees and Terminated Eligible Employees and their respective heirs, representatives and successors. 
 7.9 Governing Law. This payroll practice and all agreements hereunder shall be construed in accordance with and governed by the laws of the State of Colorado, unless superseded by federal law.

  

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 APPENDIX A 
  

											
	 	  	 	  	Payout Percentage for each Economic Performance Driver
	 	  	 Consolidated
 Capital
 Expenditures
	  	 Reserve
 Growth
	  	 Consolidated
 Costs
 Applicable to
 Sales
	  	 Equity
 Ounces Sold
	  	 Consolidated
 Net Cash from
Operations

	Pay Grade 109 and Above, and Pay Grade 108 and below employed by the corporate office (including expatriate assignments) or at a non-site location as determined by the Vice President of Human
Resources or his or her delegate	  	20%	  	20%	  	20%	  	20%	  	20%

  

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 Exhibit
                     
 APPENDIX B

  

			
	 Pay
 Grade
	 	 Target
 Performance Level

	 E-1
	 	67%
	 E-2
	 	45%
	 E-3
	 	40%
	 E-4
	 	34%
	 E-5
	 	30%
	 E-6
	 	25%
	 109
	 	25%
	 107-108
	 	15%
	 105-106
	 	10%
	 11-104
	 	5%

  

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 APPENDIX C 
  

			
	 109 and below
 Performance
 Rating Category

	 	 Personal
 Performance
 Bonus Factor

	 1
	 	0
	 2
	 	.20
	 3
	 	.50
	 4
	 	.75
	 5
	 	1.0
	 6
	 	1.15
	 7
	 	1.25
	 8
	 	1.35
	 9
	 	1.50

  

			
	 E/T 6 and above
 Performance
 Rating Category

	 	 Personal
 Performance
 Bonus Factor

	 0
	 	0
	 1
	 	.50
	 2
	 	1.10
	 3
	 	1.35
	 4
	 	1.50

  

			
	 Pay
 Grade
	 	 Target
 Performance Level

	 E-1
	 	33%
	 E-2
	 	25%
	 E-3
	 	20%
	 E-4
	 	16%
	 E-5
	 	15%
	 E-6
	 	10%
	 109
	 	10%
	 107-108
	 	9%
	 105-106
	 	6.5%
	 103-104
	 	4%
	 11-102
	 	0%

  

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