exv10w13







Exhibit 10.13




NEWMONT MINING CORPORATION

2005 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT




     This Agreement (“Agreement”) is dated as of October 31, 2008 between Newmont Mining
Corporation, a Delaware corporation (“Newmont”) and Richard
T. O’Brien (“Executive”).



WITNESSETH:




     WHEREAS, in recognition of Executive’s contributions and services to Newmont and its
subsidiaries and affiliates and as a retention incentive, the Compensation and Management
Development Committee of the Newmont Board of Directors (“Newmont Committee”) has awarded Executive
a grant of restricted shares of Newmont’s common stock (“Restricted Stock”), subject to the
restrictions set forth in this Agreement pursuant to the terms and conditions of the 2005 Stock
Incentive Plan (“Stock Plan”); capitalized terms used but not defined herein shall have the
meanings given such terms in the Stock Plan;



     NOW, THEREFORE, in consideration of the premises and as an inducement and incentive to
Executive to perform his duties and fulfill his responsibilities on behalf of Newmont and its
subsidiaries at the highest level of dedication and competence, and other good and valuable
consideration, receipt of which is hereby acknowledged, Newmont hereby awards to Executive 100,000
shares of Restricted Stock, pursuant to the terms and subject to the conditions and restrictions
set forth in this Agreement and the Stock Plan, including the Vesting Period, as such term is
defined in this Agreement, and in connection with such award, Newmont and Executive hereby agree as
follows:



AGREEMENT:




     1. Vesting Period. The Vesting Period shall commence on the date of this Agreement and shall
end on October 30, 2013.



     2. Nontransferability. Executive acknowledges that no shares of Restricted Stock, or any
interest therein, may be sold, transferred, pledged, assigned, encumbered or otherwise disposed of
(whether voluntary or involuntary or by operation of law, by judgment, levy, attachment,
garnishment or other legal or equitable proceedings (including bankruptcy)) prior to the end of the
Vesting Period, provided, however, that Executive may, with the prior written approval of the Vice
President of Human Resources of Newmont, transfer all or any portion of his Restricted Stock to a
family trust or similar vehicle for personal estate planning purposes, in the manner and subject to
the terms prescribed by the Vice President of Human Resources of Newmont.



     3. Termination of Employment. Notwithstanding paragraph 1, upon termination of Executive’s
employment (deemed to have occurred on the last day worked) with Newmont or any of its Subsidiaries
prior to the completion of the Vesting Period under any circumstances, any shares of Restricted
Stock as to which the Vesting Period has not terminated as of the date of such termination shall be
immediately and unconditionally forfeited and revert to Newmont



 









 







without any action required by Executive or Newmont, except as provided by this section 3
below:




     (a) Death of Executive. Upon termination of Executive’s employment caused by the death
of Executive, the Vesting Period shall terminate as to the following number of shares of
Restricted Stock : 









     (b) Long Term Disability. Upon termination of Executive’s employment caused by
Executive’s disability entitling Executive to long-term disability benefits under the
Long-Term Disability Plan of Newmont (or any successor plan designated by the Committee)
(the “Long-Term Disability Plan”), the Vesting Period shall terminate as to the following
number of shares of Restricted Stock: 









     (c) Retirement. Upon Executive’s normal or early retirement entitling Executive to an
immediate pension pursuant to the Pension Plan of Newmont, or resignation with the consent
of the Board, the Vesting Period shall terminate as to the following number of shares of
Restricted Stock: 









     (d) Termination of Employment. The Vesting Period shall terminate in its entirety
(A) upon termination by Newmont or a Subsidiary of Executive’s employment without
Cause (as defined in the Executive Change of Control Plan of Newmont) or (B) upon
termination by Executive of his employment for Good Reason as defined under the Executive
Change of Control Plan of Newmont.




     (e) Short-Term Disability. This Agreement shall expire four months after termination
of Executive’s employment where Executive has received short-term disability benefits under
the Short-Term Disability Plan of Newmont immediately prior to such termination. If, during
the four-month period following such termination of employment, Newmont or a Subsidiary (or
a designee thereof) determines that Executive is entitled to long-term disability benefits
under the Long-Term Disability Plan by reason of Executive’s disability, the provisions of
paragraph 3(b) shall apply.




     (f) Other Circumstances. If Executive ceases to be employed by Newmont and/or a
Subsidiary prior to completion of the Vesting Period under any circumstances not described
in paragraphs (a) through (e) of this Section 3 including, without limitation, termination
for Cause or voluntary termination by Executive without Good Reason,



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Executive agrees that the Restricted Stock will be immediately and unconditionally
forfeited and revert to Newmont, without any action required by Executive or Newmont.




     (g) Change of Control. Notwithstanding section 16 of the Plan, in the event of a
Change of Control, the Vesting Period shall not terminate by reason of such Change of
Control, and this Agreement shall remain in full force and effect as if such Change of
Control had not occurred.



     4. Rights as a Stockholder. Executive shall have all rights of a stockholder (including,
without limitation, dividend and voting rights) with respect to the Restricted Stock, for record
dates occurring on or after the date of this Agreement and prior to the date any such shares of
Restricted Stock are forfeited in accordance with this Agreement.



     5. Withholding Taxes. Executive acknowledges the existence of federal, state, local and
foreign income tax and employment tax withholding obligations with respect to the Restricted Stock
and agrees that such obligations must be met. If Executive properly elects, within the period
permitted under Section 83(b) of the Code after the date on which the shares of Restricted Stock
are transferred to Executive, to be taxed with respect to all or any portion of such shares as of
the date of transfer rather than the date or dates upon which Executive would otherwise be taxable
under Section 83(a) of the Code, Executive shall file a copy of such election with Newmont within
the period prescribed by the Treasury Regulations promulgated under Section 83(b) of the Code, and
Executive agrees to pay to Newmont in cash at the time of such election any taxes required to be
withheld with respect to such shares. To the extent that the immediately preceding sentence does
not apply, upon the expiration or termination of the Vesting Period or any portion thereof with
respect to shares of Restricted Stock (such shares, the “Vested Stock”), Executive hereby (a)
directs Newmont to deliver on behalf of Executive to Mellon Investor Services, or its successors or
assigns, or such other entity that may be designated by Newmont for such purpose from time to time
(the “Designated Entity”), the number of shares of Vested Stock that will result in proceeds at
least equal to the amount of any withholding taxes due in respect of the vested Restricted Stock,
and (b) directs the Designated Entity (or its designated broker) to sell such shares on behalf of
Executive and to deliver to Newmont a portion of the proceeds from such sale equal to the amount of
such withholding taxes in respect of such Vested Stock (or portion thereof); provided, however,
that if the Newmont Committee determines that such a sale of shares of vested Restricted Stock
would or may be prohibited by Newmont’s Stock Trading Policy or by any applicable law, regulation
or rule, such shares shall not be sold in the manner described above but instead shall be withheld
by Newmont and returned to Newmont’s Treasury Account in satisfaction of such applicable
withholding taxes (based on the minimum statutory tax withholding rates that are applicable to
supplemental taxable income); provided further, however, that, in lieu of any such sale or
retention of shares, Executive may elect to pay any such taxes to Newmont in cash by filing written
notice of such election with Newmont not less than five (5) days prior to the date any shares of
Restricted Stock become Vested Stock and remitting such payment to Newmont not later than such
date. Notwithstanding the foregoing, to the extent any such taxes are required by law to be
withheld with respect to Restricted Stock prior to the end of the Vesting Period, Executive shall
be required to pay to Newmont in cash the amount of such taxes promptly following written notice
thereof by Newmont.



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     6. Acknowledgements.




     (a) Executive hereby acknowledges receipt of a copy of the Stock Plan and agrees to be
bound by all of the terms and provisions thereof, including the terms and provisions adopted
after the award of the Restricted Stock but prior to the completion of the Vesting Period,
subject to the last paragraph of Paragraph 19 of the Stock Plan as in effect on the date
hereof. If and to the extent that any provision contained in this Agreement is inconsistent
with the Stock Plan, the Stock Plan shall govern.




     (b) This Agreement and the obligation of Newmont to transfer shares of Restricted
Stock hereunder shall be subject to (a) all applicable federal and state laws, rules and
regulations and (b) any registration, qualification, approvals or other requirements imposed
by any government or regulatory agency or body which the Newmont Committee shall, in its
sole discretion, determine to be necessary or applicable.



     7. Notices. Any notice or other communication required or permitted hereunder shall, if to
Newmont, be in accordance with the Stock Plan, and, if to Executive, be in writing and delivered in
person or by registered or certified mail or overnight courier, postage prepaid, addressed to
Executive at his last known address as set forth in Newmont’s records.



     8. Severability. If any of the provisions of this Agreement should be deemed unenforceable,
the remaining provisions shall remain in full force and effect.



     9. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.



     10. Transferability of Agreement. This Agreement may not be transferred, assigned, pledged or
hypothecated by either party hereto, other than by operation of law. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns, including, in the case of Executive, his estate, heirs, executors, legatees,
administrators, designated beneficiary and personal representatives. Nothing contained in this
Agreement shall be deemed to prevent transfers of the Restricted Stock in the event of Executive’s
death in accordance with Paragraph 17(b) of the Stock Plan.



     11. Counterparts. This Agreement has been executed in two counterparts, each of which shall
constitute one and the same instrument.



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     IN WITNESS WHEREOF, Newmont Mining Corporation has caused this Agreement to be executed by its
Vice President and Secretary and Executive has executed this Agreement, both as of the day and year
first written above.



	 	 	 	 	 
	 	NEWMONT MINING CORPORATION

 	 
	 
	 	By:  	/s/ Sharon E. Thomas	 
	 	 	Sharon E. Thomas 	 
	 	 	Vice President and Secretary 	 
	 


Agreed to this 31st day of October, 2008.




	 	 	 
	/s/ Richard T. O’Brien

Richard T. O’Brien

	 	 







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