Ex_1021



			

					

						Table of Contents


					

					

						Exhibit 10.21


				




		

			 

		





		
			 
		

		
			OFFICERS’ DEATH BENEFIT PLAN OF NEWMONT
		

		
			As Amended and Restated Effective January 1, 2013
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


 



		

			Table of Contents

		




Table of Contents
		

		
			 
		

			
					
						 

					
					
						 

					
					
						Page

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLE I 

				
	
					
						 

					
					
						 

				
	
					
						DEFINITIONS 

					
					
						1

				
	
					
						 

					
					
						 

				
	
					
						ARTICLE II 

				
	
					
						 

				
	
					
						ELIGIBILITY 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Section 2.01. 

					
					
						Eligible Classes of Employees and Retirees

					
					
						2

				
	
					
						Section 2.02. 

					
					
						Rehires

					
					
						2

				
	
					
						 

				
	
					
						ARTICLE III 

				
	
					
						 

				
	
					
						BENEFITS 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Section 3.01. 

					
					
						Death Benefits

					
					
						3

				
	
					
						Section 3.02. 

					
					
						Preretirement Death Benefit

					
					
						3

				
	
					
						Section 3.03. 

					
					
						Postretirement Death Benefit

					
					
						3

				
	
					
						Section 3.04. 

					
					
						Source of Death Benefit—In General

					
					
						4

				
	
					
						Section 3.05. 

					
					
						Offset

					
					
						4

				
	
					
						Section 3.06. 

					
					
						Transfer of Insurance Policy

					
					
						4

				
	
					
						Section 3.07. 

					
					
						Source of Death Benefit Following Change of Control

					
					
						4

				
	
					
						Section 3.08. 

					
					
						Exclusions

					
					
						4

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLE IV 

				
	
					
						 

					
					
						 

				
	
					
						TERMINATION OF BENEFITS 

					
					
						5

				
	
					
						 

					
					
						 

				
	
					
						ARTICLE V 

				
	
					
						 

					
					
						 

				
	
					
						CONTINUATION OF HEALTH CARE COVERAGE 

					
					
						5

				
	
					
						 

					
					
						 

				
	
					
						ARTICLE VI 

				
	
					
						PROTECTION OF MEDICAL PRIVACY 

					
					
						5

				
	
					
						 

					
					
						 

				
	
					
						ARTICLE VII 

				
	
					
						 

					
					
						 

				
	
					
						COMMITTEES 

					
					
						5

				
	
					
						 

					
					
						 

				
	
					
						ARTICLE VIII 

				
	
					
						 

					
					
						 

				
	
					
						CLAIMS PROCEDURE 

					
					
						5

				




		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013
i

		





 



		

			Table of Contents

		




	
					
						 

				
	
					
						ARTICLE IX 

				
	
					
						 

				
	
					
						MISCELLANEOUS 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Section 9.01. 

					
					
						Plan Documentation

					
					
						6

				
	
					
						Section 9.02. 

					
					
						No Funding of Death Benefits

					
					
						6

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ARTICLE X 

				
	
					
						 

					
					
						 

				
	
					
						AMENDMENT AND TERMINATION 

					
					
						6

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						EXHIBIT A 

					
					
						ORIGINAL GRANDFATHERED GROUP

					
					
						A-1

				
	
					
						EXHIBIT B 

					
					
						RETIRED OFFICERS

					
					
						B-1

				



		
			 
		

		
			 
		

		
			


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			ii

		





 



		

			Table of Contents

		




OFFICERS’ DEATH BENEFIT PLAN OF NEWMONT
		

		
			INTRODUCTION
		

		
			Newmont USA Limited and certain related entities (“Newmont”) previously established the Officers’ Death Benefit Plan of Newmont originally effective September 23, 1985 for the purpose of providing its eligible Salaried Employees and Retirees with death benefits (the “Plan”).  Newmont, as the Plan Sponsor, hereby amends and restates the provisions of the Plan, which provides death benefits for Salaried Employees and Retirees, as a Component Plan of the Employee Benefits Plan of Newmont (the “Employee Benefits Plan”) effective January 1, 2013.
		

		
			The Plan is a welfare benefit plan under ERISA.
		

		
			This Plan constitutes a Component Plan of the Employee Benefits Plan.  This Plan should be read and interpreted in conjunction with the Employee Benefits Plan with both the Plan and the Employee Benefits Plan comprising the Plan document.  In the event of an inconsistency between this Plan and the Employee Benefits Plan, the terms of this Plan shall control.
		

		
			ARTICLE I
		

		
			DEFINITIONS
		

		
			The definitions set forth in the Employee Benefits Plan shall apply for purposes of this Plan.  In addition, the following definitions shall apply to the Plan.
		

		
			“Beneficiary” means the beneficiary designated by the Salaried Employee or Retiree as follows: (i) for amounts payable under a group insurance plan, the beneficiary so designated under the applicable plan or insurance policy, (ii) for amounts payable under a policy purchased by the Employer pursuant to Section 3.04, the beneficiary so designated by the Employer as directed by the Salaried Employee or Retiree and (iii) for amounts payable from the Employer’s general assets (including any associated trust), the Salaried Employee’s or Retiree’s estate.
		

		
			“Normal Retirement Date” means the date the Salaried Employee attains age 62.
		

		
			“Salary” means the annualized base rate of pay of the Salaried Employee immediately prior to the Salaried Employee’s death, or the annualized base rate of pay of the Salaried Employee immediately prior to the date of the Salaried Employee’s retirement from the Employer, as applicable.  In the case of an eligible Retiree who enters into an arrangement with the Employer approved in writing by the Vice President of Human Resources of Newmont Mining or his delegate providing for reduced compensation in order to provide for a transition upon retirement, the eligible Retiree’s  “Salary”  shall be the annualized base rate of pay immediately prior to entering into such arrangement with the Employer.
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013
Page 1 of 7

		





 



		

			Table of Contents

		





		
			ARTICLE II
		

		
			ELIGIBILITY
		

		
			Section 2.01.  Eligible Classes of Employees and Retirees.   The death benefits provided under this Plan will be paid pursuant to Article III if the Salaried Employee or Retiree satisfies the following requirements of this Section.
		

		
			(a)Current Salaried Employees.  A current Salaried Employee of the Employer is eligible for the Plan if:
		

		
			(i)the Salaried Employee is a corporate officer of Newmont Mining Corporation and is classified as an executive grade; or
		

		
			(ii)the Salaried Employee is designated by the Vice President of Human Resources of Newmont Mining or his delegate as eligible for the Plan.
		

		
			(b)Retired Salaried Employees on and After January 1, 2004.  A retired Salaried Employee of the Employer who retires on or after January 1, 2004 is eligible for the Plan if:
		

		
			(i)the Retiree was an eligible Salaried Employee under 2.01(a) at the time of his retirement;
		

		
			(ii)the Retiree attained age 55 as of the date of his or her retirement;
		

		
			(iii)the Retiree was eligible for a benefit under the Pension Plan of Newmont immediately following his or her retirement; and
		

		
			(iv)the Retiree satisfied the Rule of 75 at the time of retirement.
		

		
			In addition, individuals not otherwise within eligible categories are eligible upon written authorization of the Board or its delegate.
		

		
			Section 2.02.  Rehires.  In the event a Retiree who met the eligibility requirements of Section 2.01 is rehired, the rehired Salaried Employee’s eligibility for benefits during the period he is reemployed with the Company shall be suspended unless such rehired Salaried Employee satisfies the eligibility requirements established for a current Salaried Employee under Section 2.01(a).  Upon the Salaried Employee’s termination, he shall again be eligible for benefits in the Plan to the same extent as existed immediately prior to his date of reemployment, or if greater, the amount he would be eligible to receive as a current Salaried Employee upon his subsequent retirement or death.  This provision shall apply upon each rehire date in the event a Salaried Employee experiences multiple episodes of reemployment with the Company.
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 2 of 7

		





 



		

			Table of Contents

		





		
			ARTICLE III
		

		
			BENEFITS
		

		
			Section 3.01.  Death Benefits.   The Employer shall provide, or cause to be provided, a lump‐sum cash payment and/or insurance proceeds as set forth in this Article, to the Salaried Employee’s  or Retiree’s Beneficiary or Beneficiaries.  Payment shall be made as soon as administratively possible following the date the Administration Committee or its delegate receives notice of the Salaried Employee’s or Retiree’s death.
		

		
			Section 3.02.  Preretirement Death Benefit.  A Participant who is an active eligible Salaried Employee at the time of death shall be entitled to a death benefit equal to three times the Salaried Employee’s Salary on the date of death, with such resulting product rounded upward to the nearest even $1,000.
		

		
			Section 3.03.  Postretirement Death Benefit.
		

		
			(a)Original Grandfathered Group.  If a Participant is a member of the Original Grandfathered Group as set forth on Exhibit A  the death benefit payable upon his death shall be the amount set forth on Exhibit A
		

		
			(b)Eligible Retirees Prior to January 1, 2004.  Attached as Exhibit C is a list of the eligible Retirees as of January 1, 2004 who were not members of the Original Grandfathered Group.  The death benefit payable for such individuals shall be the amount set forth on Exhibit B
		

		
			(c)Eligible Retirees on and After January 1, 2004.  If a Participant is an eligible Retiree on or after January 1, 2004 and has attained age 62, the death benefit payable upon his death shall be an amount equal to the Retiree’s Salary at the time of his retirement, rounded upward to the nearest $1,000.
		

		
			(d)Early Retirement Reduction.  Notwithstanding the foregoing, if the Salaried Employee retires before his Normal Retirement Date (determined as of the date of his retirement), the retired Salaried Employee’s  death benefit shall be reduced in accordance with the following schedule:
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Age at Retirement

					
					
						    

					
					
						Percent of Salary
Provided as Death
Benefit

					
					
						 

				
	
					
						55

					
					
						 

					
					
						30

					
					
						 

				
	
					
						56

					
					
						 

					
					
						40

					
					
						 

				
	
					
						57

					
					
						 

					
					
						50

					
					
						 

				
	
					
						58

					
					
						 

					
					
						60

					
					
						 

				
	
					
						59

					
					
						 

					
					
						70

					
					
						 

				
	
					
						60

					
					
						 

					
					
						80

					
					
						 

				
	
					
						61

					
					
						 

					
					
						90

					
					
						 

				



		
			 
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 3 of 7

		





 



		

			Table of Contents

		





		
			Section 3.04.  Source of Death Benefit—In General.   The Employer may, in its sole discretion, acquire individual life insurance policies on the lives of one or more of the eligible Salaried Employees or Retirees.  If the Employer does not obtain such insurance, such eligible Salaried Employees or Retirees shall be entitled to receive the benefits described herein.  Such payment shall be made by the Employer and through any Employer‐sponsored group life plan.  If  insurance exists on the life of a Salaried Employee or Retiree, the death benefit payable upon his death shall be the amount specified in Section 3.02 or 3.03 above, and if the insurance is not sufficient to provide such amount, when added to the amount of any Employer‐funded life insurance benefit, the Employer shall pay the difference directly to the estate of the Salaried Employee or Retiree. 
		

		
			If the Employer elects to acquire insurance on the life of an eligible Salaried Employee or Retiree but the eligible Salaried Employee or Retiree declines to participate in the necessary arrangements to obtain such insurance, the eligible Salaried Employee or Retiree will not be entitled to receive any death benefit under this Plan.
		

		
			Section 3.05.  Offset.  The total Death Benefit otherwise payable by the Employer under this Plan shall be offset by any basic life insurance benefit for the Salaried Employee or Retiree to the extent the benefit is funded or the premium is paid by the Employer.  Such amount shall include, but may not be limited to, amounts attributable to Employer‐paid premiums under the Group Life and Accidental Death & Dismemberment Plan of Newmont or a replacement plan.   The  death benefit shall not be offset by the amount of any voluntary benefits payable under an Employer‐sponsored group life plan (e.g., benefits paid for by the Salaried Employee).
		

		
			Section 3.06.  Transfer of Insurance Policy.  The Employer may transfer the insurance on the life of a Salaried Employee or Retiree to the Salaried Employee or Retiree at or following his retirement from the Employer.  Effective immediately upon such transfer of the policy to the Salaried Employee or Retiree, the Salaried Employee’s or Retiree’s  death benefit shall be equal to the amount of insurance proceeds payable under the insurance to the Beneficiary designated by the Salaried Employee or Retiree.   Neither the Plan nor the Employer shall have any further liability or obligation with respect to the payment of the benefit and the Salaried Employee’s or Retiree’s Beneficiary shall look solely to such insurance policy for the payment of the death benefit established by this Plan.
		

		
			Section 3.07.  Source of Death Benefit Following Change of Control.   In the event of a Change of Control,  the Employer shall transfer to the trustee of the Plan or other trust within a reasonable time following the date of the Change of Control the ownership of any insurance policies held pursuant to this Plan which are owned by the Employer on the date of the Change of Control.  If there are one or more Salaried Employees  or Retirees in the Plan at the time of a Change of Control who are not covered by a life insurance contract owned by the Employer providing for the payment of amounts payable under the Plan upon the death of such Salaried Employee or Retiree, the Employer shall transfer to such trustee, within a reasonable time following the date of the Change of Control, an amount actuarially determined to be necessary to provide such benefits under the Plan.
		

		
			Section 3.08.  Exclusions.  Notwithstanding anything to the contrary contained herein, and unless otherwise required by applicable law, no benefits shall be paid for the following:
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 4 of 7

		





 



		

			Table of Contents

		





			
	
			
				 (a)
			

			
	
			
			Death caused by attempted suicide or an intentional, self‐inflected Injury.




			
	
			
				 (b)
			

			
	
			
			Death that results from the unlawful use of drugs or alcohol.




			
	
			
				 (c)
			

			
	
			
			Death that results from committing a criminal act.




		
			ARTICLE IV
		

		
			TERMINATION OF BENEFITS
		

		
			Benefits under the Plan will terminate in accordance with the provisions of Article IV of the Employee Benefits Plan.
		

		
			ARTICLE V
		

		
			CONTINUATION OF HEALTH CARE COVERAGE
		

		
			The continuation of coverage rules do not apply to the Plan.  No continuation of coverage is permitted under Article V of the Employee Benefits Plan.
		

		
			ARTICLE VI
		

		
			PROTECTION OF MEDICAL PRIVACY
		

		
			The Plan is not subject to HIPAA and the provisions of Article VI of the Employee Benefits Plan do not apply to the Plan.
		

		
			ARTICLE VII
		

		
			COMMITTEES
		

		
			The Plan shall be administered in accordance with and by the Committees described in Article VII of the Employee Benefits Plan.
		

		
			ARTICLE VIII
		

		
			CLAIMS PROCEDURE
		

		
			The applicable claims procedures described in Article VIII of the Employee Benefits Plan apply to the Plan.  The Plan is subject to the “nonmedical claims” provisions of Article VIII of the Employee Benefits Plan.
		

		
			With respect to claims for any portion of a death benefit payable pursuant to insurance contracts, such claims shall be processed according to the terms of the applicable insurance policy or contract and must be submitted by the claimant in accordance with the terms of the applicable insurance policy or contract.
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 5 of 7

		





 



		

			Table of Contents

		





		
			ARTICLE IX
		

		
			MISCELLANEOUS
		

		
			Section 9.01.  Plan Documentation.  The Plan, including its exhibits, and the Employee Benefits Plan shall be read together and, in all cases, shall constitute the “plan document” for purposes of ERISA and other applicable laws.  In all cases, the Plan and the Employee Benefits Plan shall be read together and treated as a single plan.  In the event the provisions of this Plan are inconsistent with the Employee Benefits Plan, the provisions of this Plan shall control.
		

		
			Section 9.02.  No Funding of Death Benefits.   Any portion of the death benefit payable by the Employer under this Plan, other than from a trust, shall be made by the Employer from its general funds and no Salaried Employee or Retiree shall have any right with respect to any specific assets of the Employer and shall be a general creditor of the Employer with respect to any amounts payable hereunder.  Any portion of the death benefit payable through or under insurance policies shall be payable in accordance with the terms and conditions of the individual life insurance policy and the Salaried Employee or Retiree shall have no interest in such life insurance policy unless and until the Employer transfers the life insurance policy to the Salaried Employee or Retiree on or following the Salaried Employee’s retirement.
		

		
			ARTICLE X
		

		
			AMENDMENT AND TERMINATION
		

		
			The Plan may be amended or terminated in accordance with Article X of the Employee Benefits Plan.
		

		
			
		

		
			


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 6 of 7

		





 



		

			Table of Contents

		




The Plan Sponsor, by its duly authorized officer, has executed the Plan on the date written below.
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Dated:

					
					
						 May 2, 2013

					
					
						 

					
					
						NEWMONT USA LIMITED, Plan Sponsor

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						By

					
					
						/s/ Stephen P. Gottesfeld

				
	
					
						 

					
					
						 

					
					
						Name

					
					
						Stephen Paul Gottesfeld

				
	
					
						 

					
					
						 

					
					
						Title

					
					
						Vice President

				



		
			 
		

		
			 
		

		
			


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013

		


		

			Page 7 of 7

		





 



		

			Table of Contents

		




EXHIBIT A
		

		
			ORIGINAL GRANDFATHERED GROUP
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Participant

					
					
						    

					
					
						Total Death Benefit

				
	
					
						Boyce, Robert

					
					
						 

					
					
						$

					
308,000 
				
	
					
						Crescenzo, Peter

					
					
						 

					
					
						 

					
385,000 
				
	
					
						Fontaine, Edward 

					
					
						 

					
					
						 

					
77,000 
				
	
					
						Harris, Leonard

					
					
						 

					
					
						 

					
385,000 
				
	
					
						Leather, Richard

					
					
						 

					
					
						 

					
308,000 
				
	
					
						Parker, Gordon

					
					
						 

					
					
						 

					
277,000 
				
	
					
						Parry, John

					
					
						 

					
					
						 

					
154,000 
				
	
					
						Phillip, Thomas

					
					
						 

					
					
						 

					
347,000 
				
	
					
						Ridinger, David

					
					
						 

					
					
						 

					
385,000 
				
	
					
						Schmitt, Timothy

					
					
						 

					
					
						 

					
385,000 
				
	
					
						Van Benschoten, Harry

					
					
						 

					
					
						 

					
385,000 
				
	
					
						Yannopoulos, John

					
					
						 

					
					
						 

					
385,000 
				



		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013
Page A‐1 of 1

		





 



		

			Table of Contents

		




EXHIBIT B
		

		
			RETIRED OFFICERS
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name

					
					
						  

					
					
						  

					
					
						Total Death Benefit

					
					
						  

					
					
						  

					
					
						Comments

				
	
					
						Burt, W

					
					
						 

					
					
						 

					
					
						$

					
180,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Cambre, Ronald

					
					
						 

					
					
						 

					
					
						 

					
800,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Davenport, John

					
					
						 

					
					
						 

					
					
						 

					
119,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Hamer, Eric

					
					
						 

					
					
						 

					
					
						 

					
234,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Krol, Len

					
					
						 

					
					
						 

					
					
						 

					
					
						See comments

					
					
						 

					
					
						 

					
					
						SPR 3/31/01‐receives 1x pay after 3/31/04

				
	
					
						Kurlander, Larry

					
					
						 

					
					
						 

					
					
						 

					
					
						See comments

					
					
						 

					
					
						 

					
					
						Terminated 1/31/02‐receives 1 x pay after 1/31/05

				
	
					
						McCall, Donald

					
					
						 

					
					
						 

					
					
						 

					
147,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Morris, Jack

					
					
						 

					
					
						 

					
					
						 

					
					
						See comments

					
					
						 

					
					
						 

					
					
						SRP 3/31/01‐receives 1 x pay after 3/31/04

				
	
					
						Mullin, Jim

					
					
						 

					
					
						 

					
					
						 

					
					
						See comments

					
					
						 

					
					
						 

					
					
						Retired 12/31/01‐receives 1 x pay as retiree

				
	
					
						Paverd, Aubrey

					
					
						 

					
					
						 

					
					
						 

					
129,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Rendu, Jean‐Michael

					
					
						 

					
					
						 

					
					
						 

					
					
						See comments

					
					
						 

					
					
						 

					
					
						SRP 3/31/01‐receives 1 x pay after 3/31/04

				
	
					
						Thompson, Jack

					
					
						 

					
					
						 

					
					
						 

					
275,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Van Riper, Thomas

					
					
						 

					
					
						 

					
					
						 

					
130,000 
					
					
						 

					
					
						 

					
					
						 

				
	
					
						Conte, Steven

					
					
						 

					
					
						 

					
					
						$

					
211,300 
					
					
						 

					
					
						 

					
					
						Terminated 5/31/01‐after 5/31/04 coverage ceases

				
	
					
						Hansen, Joy

					
					
						 

					
					
						 

					
					
						 

					
221,490 
					
					
						 

					
					
						 

					
					
						Terminated 5/31/01‐after 5/31/04 coverage ceases

				



		
			 
		


		 


		

			Officers’ Death Benefit Plan of Newmont
Effective January 1, 2013
Page B‐1 of 1