Exhibit 10.1





Exhibit 10.1




 




NEWMONT

ANNUAL INCENTIVE COMPENSATION PROGRAM




As Amended and Restated Effective January 1, 2009




 



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	SECTION I-DEFINITIONS
	 	 	2-6	 
	SECTION II-ELIGIBILITY
	 	 	6	 
	SECTION III-CORPORATE PERFORMANCE BONUS
	 	 	7-9	 
	SECTION IV-PERSONAL PERFORMANCE BONUS
	 	 	9	 
	SECTION V-PAYMENT OF BONUS
	 	 	10	 
	SECTION VI-CHANGE OF CONTROL
	 	 	10-11	 
	SECTION VII-GENERAL PROVISIONS
	 	 	11-12	 






 


 









 





NEWMONT

ANNUAL INCENTIVE COMPENSATION PROGRAM




(Effective as of January 1, 2009)




PURPOSE




The purpose of this program is to provide to those employees of Newmont Mining and its
Affiliated Entities that participate in this program 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 program is intended to be a program 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” 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 government 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 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









 






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
election of directors, as the case may be, of the corporation resulting from such
Business



 


2









 






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 target capital expenditures on an accrual basis,
adjusted from time to time as approved by the Board.



1.8 “Consolidated Costs Applicable to Sales — Gold” means audited, US GAAP
consolidated costs applicable to sales for gold (per ounce calculation), measured against the
target consolidated costs applicable to sales for gold (per ounce calculation) per the approved
business plan, and as adjusted from time to time as approved by the Board.



1.9 “Corporate Performance Bonus” means the bonus payable to an Employee pursuant to
Section III.


 


3









 





1.10 “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 Mining (or Affiliated Entity) or a
successor plan.



1.11 “Equity Ounces Sold — Gold” means the reported equity ounces of gold sold for the
applicable calendar year, measured against the target equity ounces of gold sold per the approved
business plan, and as adjusted from time to time as approved by the Board.



1.12 “Economic Performance Driver” means Consolidated Capital Expenditures,
Consolidated Costs Applicable to Sales — Gold, Equity Ounces Sold — Gold, and Reserve and NRM
Additions.



1.13 “Employee” means an employee of Newmont Mining or an Affiliated Entity who
satisfied the conditions for this program 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.



1.14 “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.




1.15 “Newmont Mining” means Newmont Mining Corporation.



1.16 “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 program.



1.17 “Pay Grade” means those jobs sharing a common salary range, as designated by the
Board or its delegate.



1.18 “Performance Rating Category” means the numerical category used to classify the
performance of each Employee in accordance with Newmont Mining’s performance management system.


 


4









 





1.19 “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.



1.20 “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.



1.21 “Reserve and NRM Additions” means annual gold reserve and non-reserve
mineralization material (“NRM”) additions measured against target annual reserve and non-reserve
mineralization material additions per the approved business plan, and as adjusted from time to time
as approved by the Board.



1.22 “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 program, 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 Mining (of Affiliated Entity) or a similar or a 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 program with respect to
the calendar year any Employee or Employees, as he or she may determine in his or her sole
discretion. Additionally, 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 program with respect to the calendar year any Employee or Employees, that
has failed to complete any required ethics training or failed to comply with acknowledgement of any
Code of Conduct of Newmont Mining or any Affiliated Entity.


 


5









 





SECTION III-CORPORATE PERFORMANCE BONUS




3.1 Eligibility for Corporate Performance Bonus. 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), excluding any Employee
eligible to participate in the Senior Executive Compensation Program; (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 Consolidated Capital Expenditures and 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. The target, minimum
and maximum Equity Ounces Sold-Gold and Reserve and NRM Additions shall be established in ounces.
Targets will be adjusted for acquisitions or divestitures as approved by the Newmont Mining 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.


 


6









 





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.



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


 


7









 





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. In accordance with Newmont Mining’s performance management system, the supervisor will rate
the Employee. 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.



4.4 Ineligible Employees. Eligible Employees whose Personal Performance Bonus Factor
(determined pursuant to Section 4.1) is less than .70 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.


 


8









 





SECTION V-PAYMENT OF BONUS




5.1 Pay Grade. If an eligible 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 program 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
program 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 program 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. Notwithstanding the foregoing, in the event an
Employee failed to complete any required ethics training or failed to comply with acknowledgement
of any Code of Conduct of Newmont Mining or any Affiliated Entity, Newmont Mining may withhold
payment under this program unless or until such Employee complies.



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.



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.


 


9









 





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 Mining or
an Affiliated 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 program
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 program, 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 program.



7.3 Termination. The Board may at any time amend, modify, suspend or terminate this
program; provided, however, that the Compensation Committee may, consistent with its administrative
powers, waive or adjust provisions of this program as it determines necessary from time to time.



7.4 Payments Due Minors or Incapacitated Persons. If any person entitled to a payment
under this program 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 program and Newmont Mining.


 


10









 





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 program, and this program shall be construed and enforced as if such illegal and
invalid provision had never been set forth in this program.



7.6 No Right to Employment. The establishment of this program 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 program. All Employees shall remain subject
to discharge from employment to the same extent as if this program 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 program 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 program 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.


 


11









 





APPENDIX A—  Payout Percentage for each Economic Performance Driver




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reserve and	 	 	 	 	 	 	 
	 	 	NRM	 	 	 	 	 	 	 
	 	 	Additions (2/3	 	 	 	 	 	 	 
	 	 	gold reserves	 	 	 	 	 	 	 
	 	 	and 1/3 non-	 	 	Consolidated	 	 	 	 
	Consolidated	 	reserve	 	 	Costs	 	 	 	 
	Capital	 	mineralization	 	 	Applicable to	 	 	Equity	 
	Expenditures	 	material)	 	 	Sales	 	 	Ounces Sold	 
	25%
	 	 	25	%	 	 	25	%	 	 	25	%







 


12









 







APPENDIX B




	 	 	 	 	 
	 	 	Target Corporate	 
	Pay	 	Performance Bonus	 
	Grade	 	Level	 
	E–5	 	 	30	%
	E–6	 	 	20	%
	109	 	 	20	%
	107–108	 	 	15	%
	105–106	 	 	14	%
	103–104
	 	 	10	%
	101–102
	 	 	5	%
	99–100
	 	 	4	%
	49–50	 	 	3	%
	11–27	 	 	3	%






 


13









 





APPENDIX C




	 	 	 	 	 
	 	 	Personal	 
	Performance	 	Performance	 
	Rating System	 	Bonus Factor	 
	1
	 	 	0	 
	2
	 	 	.70	 
	3
	 	 	1.0	 
	4
	 	 	1.20	 
	5
	 	 	1.50	 
	6
	 	 	2.0	 






	 	 	 	 	 
	 	 	Target Personal	 
	Pay	 	Performance Bonus	 
	Grade	 	Level	 
	E–5	 	 	30	%
	E–6	 	 	20	%
	109	 	 	20	%
	107–108
	 	 	15	%
	105–106
	 	 	14	%
	103-104
	 	 	10	%
	101–102
	 	 	5	%
	99–100
	 	 	4	%
	49–50	 	 	3	%
	11–27	 	 	3	%







 


14