STILLWATER MINING COMPANY 2005 NON-EMPLOYEE DIRECTORS' DEFERRAL PLAN 1. PURPOSE OF THE PLAN.

 

                                                                    Exhibit 10.1

 

                            STILLWATER MINING COMPANY

 

                   2005 NON-EMPLOYEE DIRECTORS' DEFERRAL PLAN

 

1.       PURPOSE OF THE PLAN.

 

         The purpose of this 2005 Non-Employee Directors' Deferral Plan (the

"Plan") of Stillwater Mining Company (the "Company") is to provide an additional

compensation feature for non-employee directors to help attract and retain them

in service to the Company and to provide a convenient means for directors to

increase their proprietary interest in the Company. The Plan provides an

opportunity for non-employee directors to elect to defer cash compensation in

the form of Deferred Shares or Deferred Cash, and to defer settlement of

Restricted Stock Units.

 

2.       DEFINITIONS.

 

         The following capitalized terms used in the Plan have the meanings set

forth in this Section (other terms are defined in Section 1 and elsewhere in

this Plan):

 

         (a) Account: The account established and maintained by the Company for

a Participant to track deferrals and earnings under the Plan. An Account may

include one or more subaccounts, including a Deferred Share Account and a

Deferred Cash Account. The Account and subaccounts, and Deferred Shares and

Deferred Cash credited thereto, will be maintained solely as bookkeeping entries

by the Company to evidence unfunded obligations of the Company.

 

         (b) Board: The Board of Directors of the Company.

 

         (c) Change in Control: A change in ownership or effective control as

defined under Code Section 409A(a)(2)(v).

 

         (d) Committee: The Corporate Governance and Nominating Committee of the

Board.

 

         (e) Code: The U.S. Internal Revenue Code of 1986, as amended, including

regulations thereunder and successor provisions thereto.

 

         (f) Deferred Cash: A right credited under Section 6(c) constituting a

contractual commitment of the Company to pay to the Participant, at a future

date, cash in settlement of the right, subject to the terms of the Plan.

 

         (g) Deferred Share: A right credited under Section 6(b) constituting a

contractual commitment of the Company to deliver to the Participant, at a future

date, one Share in settlement of the right, subject to the terms of the Plan.

 

         (h) Dividend Equivalents: An amount equal to the value of dividends

paid on an outstanding Share, which amount will be paid or credited on Deferred

Shares in accordance with Section 7(a).

 

         (i) Fair Market Value: As of any given day, the fair market value of a

Share determined in good faith in the same manner as "fair market value" is then

determined under the Company's 2004 Equity Incentive Plan.

 

         (j) Participant: A person who is entitled to defer compensation under

the Plan or who previously deferred compensation under the Plan which has not

been distributed.

 

         (k) Restricted Stock Units: Awards designated as Restricted Stock Units

granted to non-employee directors under the 2004 Equity Incentive Plan or any

successor to such plan.

 

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         (l) Share: A share of Common Stock, $0.01 par value, of the Company or

any securities or rights into which such Share may be changed by reason of any

transaction or event of the type described in Section 9.

 

3.       SHARES SUBJECT TO THE PLAN.

 

         Shares shall be issued or delivered under this Plan as required to

settle Deferred Shares. Shares shall be reserved for this purpose at the date of

crediting of Deferred Shares hereunder. The foregoing notwithstanding, Shares

issued or delivered in settlement of Deferred Shares resulting from deferral of

Restricted Stock Units and Deferred Shares resulting from a matching grant under

Section 6(b) will be drawn from and count against the shares reserved and

available under the 2004 Equity Incentive Plan (or successor to such plan) in

accordance with the terms of such plan. If any Deferred Shares are to be

credited at a time insufficient Shares remain available under the Company's

Certificate of Incorporation and as treasury shares, Deferred Cash shall be

credited to the Participant's Account rather than Deferred Shares. In such case,

the Committee may permit the reallocation of such Deferred Cash into Deferred

Shares on a one-time basis at such time as Shares have become available. Shares

delivered in settlement of Deferred Shares may be newly issued shares or

treasury shares, as determined by the Company's General Counsel.

 

4.       ADMINISTRATION.

 

         The Plan and its administration shall be subject to oversight by the

Committee. The day-to-day administration of the Plan shall be the responsibility

of an administrative committee (the "Administrator") which, unless otherwise

determined by the Committee, shall consist of the Chief Financial Officer and

the Vice President, Human Relations, and General Counsel. Subject to the

oversight by the Committee, the Administrator is authorized to interpret the

Plan, to establish, amend and rescind any rules and regulations relating to the

Plan, and to make any other determinations that it deems necessary or desirable

for the administration of the Plan, except that determinations that would result

in significant additional cost to the Plan or significant additional benefits to

Participants must be approved by the Committee. Except as provided in this

Section 4, any decision of the Committee or Administrator in the interpretation

and administration of the Plan shall be final, conclusive and binding on the

Company, on Participants and their beneficiaries or successors, and on all other

parties.

 

5.       ELIGIBILITY.

 

         A non-employee director who is eligible to receive fees for service on

the Board shall be eligible to participate under this Plan.

 

6.       DEFERRAL OF CASH FEES AND RESTRICTED STOCK UNITS.

 

         An eligible director may elect to defer cash compensation otherwise

payable for service to the Company in his or her capacity as a director and,

upon such deferral, to have Deferred Shares or Deferred Cash credited to his or

her Account. Cash fees for this purpose include retainer fees and similar

payments, any meeting fees for service as a member of the Board or a Board

committee, fees for service in a leadership capacity with respect to the Board

or a Board committee, and any other fees for such service (but not

reimbursements for expenses). An eligible non-employee director may elect to

receive Deferred Shares upon settlement of Restricted Stock Units and, upon such

deferral, to have Deferred Shares credited to his or her Account. Deferrals

under this Section 6 will be subject to the following terms and conditions and

to such other terms and conditions, not inconsistent herewith, as the Board or

Committee shall determine:

 

         (a)      Elections. Each director who elects to defer fees payable in a

given calendar year or to defer Restricted Stock Units that may be granted in a

given calendar year must file an irrevocable written election with the Company

no later than the December 31 of the preceding year; provided, however, that (i)

for deferrals in 2005, an election may be filed not later than 30 days after the

effective date of the Plan, which election shall apply only to fees for services

performed or Restricted Stock Units granted after the

 

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date of filing of the election, and (ii) any newly elected or appointed director

may file an election for any year not later than 30 days after the date such

person first became a director, which election shall apply only to fees for

services performed or Restricted Stock Units granted after the date of filing of

the election. An election under this Section 6(a) must specify the following:

 

         (i)      With respect to fees, a percentage, not to exceed 100% of the

                  Participant's fees, or a stated dollar amount of fees to be

                  deferred under the Plan in a specified year.

 

         (ii)     With respect to Restricted Stock Units, a percentage, not to

                  exceed 100%, or a fixed number of Restricted Stock Units to be

                  deferred under the Plan in a specified year.

 

         (iii)    The date upon which the Participant's Account (or portion

                  thereof) resulting from the deferrals in the specified year

                  will be settled, and whether such settlement will be in a lump

                  sum or installments (up to ten).

 

The Company also will provide a means for the Participant to elect the notional

investments for deferrals into Deferred Cash. The Company may specify terms and

limitations on elections intended to ensure compliance with applicable laws and

regulations, including terms that will ensure that def