Exhibit 10.2
NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE
COMPENSATION
PAYROLL PRACTICE
(Effective and restated
January 1, 2006)
TABLE OF CONTENTS
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Page
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SECTION I
DEFINITIONS
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1
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1.1 “Common Stock”
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1
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1.2 “EPI Bonus”
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1
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1.3 “Fair Market Value”
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1
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1.4 “Performance Period”
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2
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1.5 “Restricted Stock
Units”
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2
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1.6 “Targeted Payout
Percentage”
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2
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SECTION II
ELIGIBILITY
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2
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SECTION III
EPI
BONUS
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2
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3.1 Determination of EPI Bonus—In
General
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2
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3.2 Determination of EPI Bonus and Payment of
EPI Bonus to Terminated Eligible Employees
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3
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3.3 Form of Payment
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3
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3.4 Withholding Taxes
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3
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3.5 Restrictions on Common Stock or Restricted
Stock Units
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3
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SECTION
IV GENERAL
PROVISIONS
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4
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ii
NEWMONT
EMPLOYEE PERFORMANCE INCENTIVE
COMPENSATION
PAYROLL PRACTICE
(Effective as of January 1,
2006)
PURPOSE
The purpose of the payroll practice
is to provide to Employees of Newmont Mining and its Affiliated
Entities that participate in this payroll practice a more direct
interest in the success of the operations of Newmont Mining.
Employees of Newmont Mining and participating Affiliated Entities
will be rewarded in accordance with the terms and conditions
described below.
DEFINITIONS
The capitalized terms used in this
payroll practice shall have the same meaning as the capitalized
terms in the Annual Incentive Compensation Payroll Practice. In
addition, the terms set forth in this Section shall have the
meaning set forth below.
1.1 “ Common
Stock ” means the $1.60 par value common stock
of Newmont Mining Corporation.
1.2 “ EPI Bonus
” means the bonus payable to an eligible Employee in the form
of Restricted Stock or Restricted Stock Units under this payroll
practice with respect to a Performance Period (or portion thereof
as provided in Section 3.2), which shall be determined by
multiplying the eligible Employee’s Bonus Eligible Earnings
by the product of (a) the Targeted Payout Percentage as set
forth in Schedule A for the eligible Employee’s grade
for the Performance Period (or portion thereof) times (b) the
Aggregate Payout Percentage calculated in accordance with
Section 3.4 of the Annual Incentive Compensation Payroll
Practice. Beginning in 2006, the EPI bonus will begin a three-year
look back weighted calculation that will be phased in over a period
of two years. In 2006, all EPI Bonus will be calculated and based
upon 2006 results, since the look back provision is not
retroactive. In 2007, EPI bonus will be calculated using 40%
weighting of 2006 results and 60% weighting of 2007 results. In
2008, the three-year weighted EPI bonus calculation will go into
effect, and will remain going forward. The three-year weighted EPI
bonus calculation is comprised of 20% weighting for the first year
(two years ago), 30% weighting for the second year (one year ago),
and 50% weighting for the third year (the current year). In
addition, the EPI Bonus may be increased based upon the Total
Shareholder Return Modifier, as defined and explained in this
document. Restricted Stock or Restricted Stock Units awarded as an
EPI Bonus shall have terms and conditions, and shall be subject to
such restrictions as defined by the Compensation
Committee.
1.3 “ Fair Market
Value ” means, with respect to a share of Common
Stock as of a given date, the fair market value calculated in
accordance with the Newmont Mining stock plan from which such
shares are to be issued.
1.4 “ Performance
Period ” means the calendar year over which the
Aggregate Performance Percentage shall be calculated for purposes
of determining the amount of an EPI Bonus. The Performance Period
shall be the calendar year.
1.5 “ Total Shareholder
Return Modifier ” means Newmont’s leverage to
gold price as a multiple of total annual return to gold price
appreciation. Payout percentage will be in accordance to Schedule
B.
1.6 “ Restricted Stock
Units ” means the right to receive Common Stock under
terms and conditions defined in a Restricted Stock Unit Agreement,
as defined by the Compensation Committee.
1.7 “ Targeted Payout
Percentage ” means the percentage of an eligible
Employee’s Bonus Eligible Earnings taken into account when
calculating the EPI Bonus with respect to a Performance Period, as
specified in Schedule A. If the Pay Grade of an eligible
Employee changes during a Performance Period, the Targeted Payout
Percentage applicable to such eligible Employee shall be prorated
based upon the number of days spent in each Pay Grade during the
Performance Period.
ELIGIBILITY
All Employees of Newmont Mining
and/or a Participating Employer in an executive grade level are
eligible to receive an EPI Bonus under this payroll practice,
provided (i) they are on the payroll of Newmont Mining and/or
a Participating Employer as of the last day of the relevant
Performance Period, and at the time the award is granted, or
(ii) they are a Terminated Eligible Employee with respect to
such calendar year. Employees who are on sho