Exhibit 4.11


Addendum to Award Agreement dated January 24, 2022 


 


2015 OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN


 


Addendum to Award Agreement dated January 24, 2022 (the “Award”)


under the 2015 Omnibus Equity Incentive Compensation Plan (the “Plan”)


of Caledonia Mining Corporation Plc (the “Company”) in favour of 


[ ] (the “Recipient”)


 


The Company hereby amends the Award pursuant to Article 15 of the Plan by the incorporation as Appendix A of the Award of Appendix A hereto.


 


All other terms and conditions of the Award are hereby confirmed and the Award, as amended hereby, shall continue in full force and effect in accordance with its terms.


 


DATED:         March 22, 2022.


 


CALEDONIA MINING CORPORATION PLC


 


By: 


____________________


Name: John L Kelly


Title: Director


 


 


I have read the foregoing Addendum and hereby accept the Award as amended by the Addendum.


 


 


	 	 	 
	
			Date Accepted

				 	
			Recipient’s Signature


			 


			 

			
	 	 	 
	 	 	
			Recipient’s Name

			(Please Print)

			



 


 


 



 




 




 


APPENDIX A

PERFORMANCE MULTIPLIER 


 


The Performance Multiplier will be based on the following metrics and weightings. The number of PUs to vest on the PUs Vesting Date will be determined based on the Performance Multiplier and scorecard, calculated as follows:


 


 


	
			Metric

				
			Weighting

				
			Description 

				
			Threshold

				
			 Below Threshold

				
			Threshold Met

				
			Target

				
			Target Met

				
			Stretch

				
			Max 


			(Stretch outcome)

			
	
			Gold Production (oz) over 3 years

				
			50%

				
			Aggregate vs. guidance gold production

				
			220,000

				
			Below Threshold 0% (no PU’s vest)

				
			50% of PUs vest

				
			240,000 (aggregate total for 3 years)

				
			100% of PUs vest

				
			264,000

				
			150% of PUs vest if stretch or more is achieved

			
	
			Average Normalised Controllable Cost / Oz* ($/oz )

				
			50%

				
			Average Normalised Controllable Cost per ounce of gold produced vs. budgeted number for each Financial Year. Averaged over the 3-year vesting period.

				
			105% of Target

				
			Below Threshold 0% (no PU’s vest)

				
			50% of PUs vest

				
			816 for 2022 (1/3 2022; 1/3 2023; 1/3 2024)

				
			100% of PUs vest

				
			95% of target

				
			150% of PUs vest if stretch or more is achieved

			



 


 


* Average Normalised Controllable Cost definition: AISC as reported in financial statements less (Royalty Costs + Share Based Payment Expenses + Foreign Exchange Gains and Losses + Hedging gains and losses including hedging premiums/costs + Fair Value gains and losses on derivative assets) less any other items that the Compensation Committee deems to be extraordinary in a year in question.


 


Notes: Linear interpolation will be applied to vesting between Threshold and Target. Stepped vesting will be applied to vesting between Target and the midpoint between Target and Stretch (“Midpoint”). Linear interpolation will then be applied between the Midpoint and Stretch. The number of PUs vesting at Stretch and above will be capped at 150%. As shown below:


 


 


 


 


 


 





 










 








 


	 	
			Performance attained 

			
	 	
			Less than Threshold

				
			Threshold

				
			Between Threshold and Target

				
			Target

				
			Between Target and Midpoint 

				
			Midpoint 

				
			Between Midpoint and Stretch

				
			Stretch or more

			
	
			No. of PUs that will vest

				
			0%

				
			50%

				
			Linear vesting from 50% to 100%

				
			100%

				
			100%

				
			125%

				
			Linear vesting from 125% to 150%

				
			150% maximum

			



 


Further Notes:


 


(1) For the purposes of determining whether a target has been met, reported financial statements will be used.


 


(2) As per the table above, a performance score less than Threshold will result in zero PUs vesting, and if Threshold is met (220k oz of gold production and 5% higher average normalised cost per ounce), 50% of the PUs will vest. Linear interpolation will be applied to vesting between Threshold and Target; for example, if 230k oz of gold is produced at an average normalised controllable cost that is 2.5% higher on average then 75% of the PUs will vest (up to Target achievement where 100% of PUs will vest). Any achievement greater than Target but less than the Midpoint will result in 100% of the PUs vesting. Achievement at the Midpoint will result in 125% of the PUs vesting. Linear interpolation applies between the Midpoint and Stretch, where a maximum of 150% of PUs vest.