exv10w54






Exhibit 10.54




AMENDMENT




     This
Agreement is entered into as of November 3, 2010, by and between Stillwater
Mining Company, a Delaware corporation (the “Company”), and John Stark (the “Executive”).



     WHEREAS, the Company and the Executive previously entered into an Employment
Agreement, dated July 17, 2001, as amended as of November 18, 2001 (the “Agreement”),
which Agreement may be amended by a written instrument executed by both parties; and



     WHEREAS, the Company and the Executive desire to amend the Agreement to comply
in all respects with the provisions of Section 409A of the Internal Revenue Code and applicable
regulations thereunder (the “Code”);



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and intending to be legally bound hereby, the parties agree to amend the Agreement as
follows, effective immediately; provided, however, that any provision below required to apply as
of a date prior to such date in order for the Agreement to comply with Code Section 409A shall
be effective as of such earlier date to the extent permitted by Code Section 409A.



     1. Section 4.2 of the Agreement is hereby amended by adding the following to the
end thereof:



     “The
annual bonus shall be paid no later than
March 15th of the year following the
year to
which the performance goals relate.”



     2. A new Article 19 is added to the Agreement, relating to Code Section 409A
compliance, as follows. Article 19 of the Agreement is renumbered to Article 20.



     “ARTICLE
po19. Code Section 409A. The intent of the parties is that payments and
benefits under this Agreement (including all attachments, exhibits and annexes) comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent
subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted and be administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, to the extent required in order to avoid accelerated taxation
and/or tax penalties under Code Section 409A, Executive shall not be considered to have
terminated employment with the Company for purposes of this agreement, and no payment shall
be due to Executive under this Agreement, until Executive would be considered to have incurred
a “separation from service” from the Company within the meaning of Code Section 409A. Any
payments described in this Agreement that are due within the “short-term deferral period” as
defined in Code Section 409A shall not be treated as deferred compensation unless applicable
law requires otherwise. Each amount to be paid or benefit to be provided to Executive pursuant
to this Agreement that constitutes deferred compensation subject to Code Section 409A shall be
construed as a separate identified payment for purposes of Code Section 409A. Notwithstanding
anything to the contrary in this agreement, to the extent that any payments to be made to
Executive upon his or her separation from service would result in the imposition of any
individual penalty tax imposed under Code Section 409A, the payment shall instead be made on



 









 





the first business day after the earlier of (i) the date that is six (6) months following such
separation from service and (ii) Executive’s death. Notwithstanding anything to the contrary in
this Agreement, Change in Control under the Agreement shall only be deemed to have occurred
if the Change in Control constitutes a change in the ownership or effective control of the
Company, or a change in ownership of a substantial portion of the assets of the Company within
the meaning of Code Section 409A. To the extent that the Agreement provides for the
reimbursement of specified expenses incurred by the Executive, such reimbursement shall be
made in accordance with the provisions of the Agreement, but in no event later than the last day
of the Executive’s taxable year following the taxable year in which the expense was incurred.
The amount of expenses eligible for reimbursement or in-kind benefits provided by the Company
in any taxable year of the Executive shall not affect the amount of expenses or in-kind benefits to
be reimbursed or provided in any other year (except in the case of maximum benefits to be
provided under a medical reimbursement arrangement, if applicable).
In the case of a tax gross-up
payment, such payment shall be made in accordance with the provisions of the Agreement,
but in no event later than the last day of the Executive’s taxable year following the taxable year
in which the tax was remitted by the Executive. ”




     3. Section 5.6(a)(iii) of the Agreement are hereby amended by adding the following
to the end thereof:



     “No continuation of coverage shall be provided to the extent it results in adverse
tax
consequences to the Company under Section 4980D of the Code.”



     IN WITNESS WHEREOF, the parties have executed this Amendment on the 3rd day of
November, 2010.



	 	 	 	 	 
	 	STILLWATER MINING COMPANY

 	 
	 	By:  	/s / Francis McAllister
 	 
	 	 	Francis McAllister 	 
	 	 	Its: Chairman  & CEO 	 
	 
	 	EXECUTIVE

 	 
	 	/s/  John R. Stark

	 
	 	John R. Stark	 
	 	 	 
	 




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