Employee Performance Incentive Compensation Payroll Practice



 Exhibit 10(f) 
  

  
 NEWMONT 
  
 EMPLOYEE PERFORMANCE INCENTIVE
COMPENSATION 
 PAYROLL PRACTICE 
  
 As Amended and Restated Effective January 1, 2004 
  








 TABLE OF CONTENTS 
  


							
	 	  	 	  	 	  	Page


	 SECTION I             DEFINITIONS
	  	1
				
	 	  	 1.1 “Common Stock”
	  	 	  	1
				
	 	  	 1.2 “EPI Bonus”
	  	 	  	1
				
	 	  	 1.3 “Fair Market Value”
	  	 	  	1
				
	 	  	 1.4 “Performance Period”
	  	 	  	1
				
	 	  	 1.5 “Restricted Stock Units”
	  	 	  	1
				
	 	  	 1.6 “Targeted Payout Percentage”
	  	 	  	2
		
	 SECTION II             ELIGIBILITY
	  	2
		
	 SECTION III            EPI BONUS
	  	2
				
	 	  	 3.1 Determination of EPI Bonus—In General
	  	 	  	2
				
	 	  	 3.2 Determination of EPI Bonus and Payment of EPI Bonus to Terminated Eligible Employees
	  	 	  	2
				
	 	  	 3.3 Form of Payment
	  	 	  	2
				
	 	  	 3.4 Withholding Taxes
	  	 	  	3
				
	 	  	 3.5 Restrictions on Common Stock or Restricted Stock Units
	  	 	  	3
		
	 SECTION IV             GENERAL PROVISIONS
	  	4

  

 i 








 NEWMONT 
 EMPLOYEE PERFORMANCE INCENTIVE COMPENSATION 
 PAYROLL PRACTICE 
  
 (Effective as of January 1, 2004) 
  
 PURPOSE 
  
 The purpose of the payroll practice is to provide to 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. 
  
 DEFINITIONS 
  
 The capitalized terms used in this payroll practice shall have the same
meaning as the capitalized terms in the Annual Incentive Compensation Payroll Practice. In addition, the terms set forth in this Section shall have the meaning set forth below. 
  
 1.1 “Common Stock” means the $1.60 par value common stock of Newmont Mining Corporation. 

 
 1.2 “EPI Bonus” means the bonus payable to an
eligible Employee in the form of Restricted Stock or Restricted Stock Units under this payroll practice with respect to a Performance Period (or portion thereof as provided in Section 3.2), which shall be determined by multiplying the eligible
Employee’s Bonus Eligible Earnings by the product of (a) the Targeted Payout Percentage as set forth in Appendix A for the eligible Employee’s grade for the Performance Period (or portion thereof) times (b) the Aggregate Payout Percentage
calculated in accordance with Section 3.4 of the Annual Incentive Compensation Payroll Practice. Restricted Stock or Restricted Stock Units awarded as an EPI Bonus shall have terms and conditions, and shall be subject to such restrictions as defined
by the Compensation Committee. 
  
 1.3 “Fair Market
Value” means, with respect to a share of Common Stock as of a given date, the fair market value calculated in accordance with the Newmont Mining stock plan from which such shares are to be issued. 
  
 1.4 “Performance Period” means the calendar year over
which the Aggregate Performance Percentage shall be calculated for purposes of determining the amount of an EPI Bonus. The Performance Period shall be the calendar year. 
  
 1.5 “Restricted Stock Units” means the right to receive Common Stock under terms and conditions
defined in a Restricted Stock Unit Agreement, as defined by the Compensation Committee. 
  

 Employee Performance Incentive Compensation Payroll Practice 
 Effective January 1, 2004 
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 1.6 “Targeted Payout Percentage” means the percentage of an eligible
Employee’s Bonus Eligible Earnings taken into account when calculating the EPI Bonus with respect to a Performance Period, as specified in Appendix A. If the Pay Grade of an eligible Employee changes during a Performance Period, the Targeted
Payout Percentage applicable to such eligible Employee shall be prorated based upon the number of days spent in each Pay Grade during the Performance Period. 
  
 ELIGIBILITY 
  
 All Employees of Newmont Mining and/or a Participating Employer in an executive grade level are eligible to receive an EPI Bonus 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 relevant Performance Period, or (ii) they are a Terminated Eligible Employee with respect to such calendar year. Employees who
are on short-term disability under the Short-Term Disability Plan of Newmont or a successor plan or not working because of a work-related injury as of the last day of the Performance Period shall be eligible to receive a bonus under clause (i).
Notwithstanding the foregoing provisions of this Section II, the Compensation Committee or the Vice President of Human Resources of Newmont Mining (or his or her delegate) may, prior to the end of any Performance Period, exclude from or include in
eligibility for participation under this payroll practice with respect to such Performance Period any Employee or Employees. 
  
 EPI BONUS 
  
 3.1 Determination of EPI Bonus—In General. The EPI Bonus shall be calculated as soon as reasonably practicable after the Compensation
Committee determines the Aggregate Payout Percentage. Following such determination, payment of the EPI Bonus shall be made to the eligible Employees (other than Terminated Eligible Employees) in accordance with the provisions of this Section III as
soon as reasonably practicable. 
  
 3.2 Determination of EPI
Bonus and Payment of EPI Bonus to Terminated Eligible Employees. Terminated Eligible Employees shall be entitled to receive an EPI Bonus based upon their Bonus Eligible Earnings for the Performance Period during which their employment with
Newmont Mining and/or a Participating Employer terminates, calculated by using the Targeted Payout Percentage for the Performance Period applicable to the Performance Period during which the eligible Employee terminated employment. Payment shall be
made to a Terminated Eligible Employee with respect to a Performance Period in accordance with Section 3.3 as soon as practicable following the date of termination from employment with Newmont Mining and/or a Participating Employer. 
  
 3.3 Form of Payment. The amount of EPI Bonuses payable under
this Program shall be paid in shares of Common Stock or Restricted Stock Units (payable in whole shares only), which shall be subject to the restrictions set forth in Section 3.5 below. The number of shares of Common Stock or Restricted Stock Units
to be issued in payment of an EPI Bonus shall be 
  

 Employee Performance Incentive Compensation Payroll Practice 
 Effective January 1, 2004 
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determined based upon the Fair Market Value of the Common Stock on the date that the Compensation Committee meets and certifies the satisfaction of the
material terms of this payroll practice with respect to the payment of the EPI Bonus in accordance with the provisions of Section 3.1. Notwithstanding the foregoing, (i) the Compensation Committee or the Vice President of Human Resources of Newmont
Mining or his or her delegate may, in its sole discretion, cause all or any portion of any EPI Bonus otherwise payable in shares of Common Stock to be paid in cash, and (ii) if an eligible Employee terminates employment before payment of an EPI
Bonus and if all of the eligible Employee’s shares of Common Stock or Restricted Stock Units granted pursuant to this Program are non-forfeitable, in accordance with the provisions of Section 3.5, the eligible Employee’s EPI Bonus may be
paid in cash if approved by the Vice President of Human Resources of Newmont Mining (or his or her delegate). 
  
 3.4 Withholding Taxes. All bonuses payable hereunder 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. The Compensation Committee may, in its sole discretion, permit any eligible Employee to satisfy the minimum withholding applicable to the portion of the
EPI Bonus payable in shares of Common Stock by causing Newmont Mining to withhold the appropriate number of shares of Common Stock from the EPI Bonus otherwise payable and to make the requisite withholding payments on behalf of the eligible
Employee. 
  
 3.5 Restrictions on Common Stock or Restricted
Stock Units. 
  
 (a) Shares of Common Stock issued as
payment of the EPI Bonus hereunder shall be restricted. Shares of Common Stock as issued as an EPI Bonus will have a three year vesting period, with one-third of the stock vesting each year on the anniversary of the date of grant. 
  
 (b) The Compensation Committee may, in its sole discretion, authorize
issuance of Restricted Stock Units in payment of the EPI Bonus. 
  
 (c) Shares of Common Stock or Restricted Stock Units issued under this payroll practice are subject to forfeiture as follows: If an eligible Employee terminates employment prior to the first anniversary of the date on which such shares of
Common Stock or Restricted Stock Units were granted to the eligible Employee (the “Grant Date”), all such shares of Common Stock or Restricted Stock Units shall be forfeited. If an eligible Employee terminates employment on or after the
first anniversary of the Grant Date, but prior to the second anniversary of the Grant Date, the eligible Employee shall forfeit two-thirds of the shares of Common Stock or Restricted Stock Units awarded as a part of such EPI Bonus. If an eligible
Employee terminates employment on or after the second anniversary of the Grant Date, the eligible Employee shall forfeit one-third of the shares of Common Stock or Restricted Stock Units awarded as part of such EPI Bonus. If the eligible Employee
terminates employment on or after the third anniversary of the Grant Date there are no restrictions. 
  
 (d) Shares of Common Stock or Restricted Stock Units issued hereunder as a part of an EPI Bonus shall not be subject to transfer by the eligible Employee
until such time as the Shares have become non-forfeitable in accordance with this Section, at which time such Shares of Common Stock may be freely transferred by the eligible Employee subject to all applicable laws, regulations and Newmont Mining
policies. 
  

 Employee Performance Incentive Compensation Payroll Practice 
 Effective January 1, 2004 
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 (e) The Compensation Committee may cause a legend to be placed on the Common Stock certificates issued
pursuant to this Program referring to the restrictions provided by this Section and, in addition, may in its sole discretion require one or more of the following methods of enforcing the restrictions: (i) requiring the eligible Employee to keep the
stock certificates, duly endorsed, in the custody of Newmont Mining or an Affiliated Entity while the restrictions remain in effect; or (ii) requiring that the stock certificates, duly endorsed, be held in the custody of a third party while the
restrictions remain in effect. 
  
 (f) Shares of Common Stock or
Restricted Stock Units issued under this payroll practice may be issued pursuant to the provisions of any stock plan of Newmont Mining or as otherwise determined in the sole discretion of the Compensation Committee. 
  
 (g) Notwithstanding anything contained in this payroll practice to the
contrary, this payroll practice shall be administered and operated in accordance with any applicable laws and regulations including but not limited to laws affecting the timing of payment of the EPI Bonus to eligible Employees under this payroll
practice. The Compensation Committee or its delegate reserves the right to amend their payroll practice at any time in order for this payroll practice to comply with such laws or regulations. 
  
 GENERAL PROVISIONS 
  
 The Compensation Committee may, in its sole discretion, require the eligible
employee to agree not to make an election pursuant to section 83(b) of the Code as a condition for the receipt of common stock hereunder. 
  
 The “General Provisions” section of the Annual Incentive Compensation Payroll Practice shall otherwise apply to this payroll practice.

  

 Employee Performance Incentive Compensation Payroll Practice 
 Effective January 1, 2004 
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 APPENDIX A 
  
 Targeted Payout Percentages 
  

				
	 Grade

	  	Payout Percentage

	 
	 E-1
	  	135	%
	 E-2
	  	100	%
	 E-3
	  	85	%
	 E-4
	  	60	%
	 E-5
	  	50	%
	 E-6
	  	40	%

  

 Employee Performance Incentive Compensation Payroll Practice 
 Effective January 1, 2004 
 Appendix A