Exhibit
10.2





 





PERSHING GOLD CORPORATION 


RESTRICTED STOCK UNIT GRANT AGREEMENT



 


This Restricted Stock
Unit Grant Agreement (this “Agreement”), dated [      ] (the “Effective
Date”), is entered into by and between PERSHING GOLD CORPORATION (the “Corporation”) and [      ]
(“Participant”).


 


RECITALS





 










A.The Corporation’s
Board of Directors (the “Board”) has adopted, and the stockholders have approved, the Pershing Gold Corporation
2013 Equity Incentive Plan (the “Plan”);


 


B.The Plan provides
for awards of restricted stock units to eligible participants as determined by the Administrator; and


 


C.The Administrator
has determined that Participant is a person eligible to receive an award of restricted stock units under the Plan and has determined
that it would be in the best interest of the Corporation to grant the restricted stock units provided for herein.


 


AGREEMENT


 


1.Grant of Restricted Stock Units.


 


(a)Grant.
Participant is hereby awarded on the Effective Date, subject to the conditions of the Plan and this Agreement, [    ] ([    ]) restricted
stock units (the “Restricted Stock Units”). The Restricted Stock Units shall vest in accordance with Section
2, below. Once vested, each Restricted Stock Unit represents the right to receive one share of the Corporation’s common stock,
$0.0001 par value per share (the “Common Stock”) at the time(s) and subject to the terms and conditions set
forth herein.


 


(b)Plan Incorporated.
Participant acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to
all of the terms and conditions set forth in the Plan, as the Plan may be amended from time to time. The Plan is incorporated herein
by reference as a part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings ascribed to
them under the Plan.


 


2.Vesting.


 


(a)General.
Restricted Stock Units shall vest in accordance with the following schedule, provided Participant remains a member of the Board
continuously from the Effective Date through each of the “Vesting Dates” set forth below:


 





	Vesting Date	RSUs That Vest on the Vesting Date
	 	 
	[    ]	[     ]


 


 






    	 



    	 



    

 


(b)Certain Terminations
of Board Service. In the event Participant ceases to be a member of the Board for any of the reasons set forth below, any unvested
and outstanding Restricted Stock Units shall vest in full as of the date of such cessation of Board service:


 


(i)the
termination of Participant’s service on the Board as a result of not being nominated for reelection by the Board;


 


(ii)the
termination of Participant’s service on the Board because Participant doesn’t stand for reelection as a result of the
Corporation’s stockholders not reasonably being expected to reelect the Participant;


 


(iii)the
termination of Participant’s service on the Board because Participant, although nominated for reelection by the Board, is
not reelected by the Corporation’s stockholders;


 


(iv)the
termination of Participant’s service on the Board because of (i) Participant’s resignation at the request of the Nominating
Committee of the Board (or successor committee), or (ii) Participant’s removal by action of the stockholders or by the Board
(in each case other than as a result of Participant’s misconduct); or


 


(v)the
termination of Participant’s service on the Board because of death or disability.


 


(c)Change of
Control. In the event of a “Change in Control” (as such term is defined in the Plan) of the Corporation, any unvested
and outstanding Restricted Stock Units shall become vested in full immediately prior to such Change in Control.


 


3.Forfeiture of
Granted Units. Upon Participant’s cessation of Board service for any reason, any Restricted Stock Units that are not
then vested or that do not become vested as a result of such cessation of service pursuant to Section 2(b), above, shall be forfeited
and shall thereafter cease to be outstanding.


 


4.Settlement of
Vested Restricted Stock Units. The shares of Common Stock issuable in respect of vested Restricted Stock Units shall be issued
within ten (10) days following the soonest to occur of: (i) Participant’s Separation from Service (as defined below), (ii)
Participant’s death, or (iii) a 409A Change in Control (as defined below). On the payment date, the Corporation shall cause
a stock certificate or certificates to be delivered to or on behalf of Participant for a number of shares of Common Stock equal
to the number of vested Restricted Stock Units held by the Participant on such date. For purposes of this Agreement, “Separation
from Service” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h), and “409A Change
in Control” shall mean a Change in Control (as defined in the Plan) that also qualified as a “change in control
event” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 






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5.Limits on Transferability.
Restricted Stock Units shall not be transferable except by will or the laws of descent and distribution or pursuant to a beneficiary
designation, or as otherwise permitted by Section 5.7 of the Plan. No right or benefit hereunder shall in any manner be liable
for or subject to any debts, contracts, liabilities, or torts of Participant. Any purported assignment, alienation, pledge, attachment,
sale, transfer or other encumbrance of Restricted Stock Units that does not satisfy the requirements of this Agreement and the
Plan shall be void and unenforceable against the Corporation.


 


6.Stockholder
Rights. The Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the shares
of Common Stock subject to the Restricted Stock Units until such shares are issued.


 


7.Dividend Equivalent
Rights. The Participant shall have dividend equivalent rights with respect to all Restricted Stock Units that become vested.
Pursuant to such dividend equivalent rights, the Corporation shall establish an account or accounts for the Participant and reflect
in that account any ordinary dividends paid with respect to shares of Common Stock underlying Participant’s Restricted Stock
Units. The amounts credited to Participant’s account(s) shall be held without interest and shall be payable if the Restricted
Stock Units to which they relate become vested (in which case they shall be paid at the same time as the vested Restricted Stock
Units to which they relate). In the event any Restricted Stock Units are forfeited, the related dividend equivalent amounts for
such Restricted Stock Units shall also be forfeited.


 


8.Tax Consideration.
The Corporation has advised Participant to seek Participant’s own tax and financial advice with regard to the federal and
state tax considerations resulting from Participant’s receipt of Restricted Stock Units pursuant to this Agreement. Participant
understands that the Corporation will report to appropriate taxing authorities the payment to Participant of compensation income
upon the issuance of shares in respect of vested Restricted Stock Units. Participant understands that he is solely responsible
for the payment of all federal and state taxes resulting from the Restricted Stock Units.


 


9.Binding Effect.
This Agreement shall bind Participant and the Corporation and their respective beneficiaries, survivors, executors, administrators
and transferees.


 


10.No Guarantee
of Continued Board Service. This Agreement is not a contract for continued service on the Board and nothing herein shall imply
that Participant has a right to continue as a member of the Board.


 


11.Applicable
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without
regard to conflict of law principles thereunder.


 


12.Conflicts and
Interpretation. In the event of any conflict between this Agreement and the Plan, the Plan shall control.


 



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13.Compliance
with Law. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock may
be postponed for such period as may be required to comply with any requirements under any law or regulation applicable to the issuance
or delivery of such shares. The Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance
or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority


 


14.Amendment.
The Corporation may modify, amend or waive the terms of this Restricted Stock Unit Grant Agreement, prospectively or retroactively,
but no such modification, amendment or waiver shall impair the rights of Participant without his consent, except as required by
applicable law or stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any modification, amendment
or waiver required by tax or accounting rules, the Corporation will provide notice to Participant and the opportunity for Participant
to consult with the Corporation regarding such modification, amendment or waiver. The waiver by either party of compliance with
any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.


 


15.Compliance with Code Section
409A. The Restricted Stock Units granted under this Agreement are intended to comply with the requirements of section 409A
of the Internal Revenue Code, and this Agreement shall be interpreted and administered in a manner consistent with such intent.
Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant
in connection with the Restricted Stock Units granted hereunder (including any taxes and penalties under Section 409A of the Code),
and neither the Corporation nor any of its Affiliates shall have any obligation to indemnify or otherwise hold Participant harmless
from any or all of such taxes or penalties.


 


[Signature Page Follows.]


 






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IN WITNESS WHEREOF,
the parties have executed this Restricted Stock Unit Grant Agreement as of the date first written above.


 










	 	PERSHING GOLD CORPORATION




	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	PARTICIPANT:
	 	 
	 	 	 
	 	[    ]