You are here: Agreements > Stock Purchase Agreement > COST AGREEMENT

Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Cost Agreement

Stock Purchase Agreement

Legal Documents
You are currently viewing:

 This Stock Purchase Agreement involves

NEWMONT MINING CORP /DE/ | Seymour Schulich

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Date: 3/15/2005
Industry: Gold and Silver    

join now
50 of the Top 250 law firms use our Products every day

Exhibit 10(x)




This agreement is entered into between Seymour Schulich (“ Schulich ”) and Newmont Mining Corporation (“ Newmont ”) as of May 10, 2004 and witnesses that, in consideration of the covenants and agreements that it contains and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows.




The relevant background to the parties entering into this agreement is as follows:




each of Schulich and Pierre Lassonde (“ Lassonde ”) is a director and officer of Newmont and certain of its affiliates;




Schulich and Lassonde currently own units of Canadian Oil Sands Trust (“ COST ”), have disclosed to Newmont their individual holdings and have represented to Newmont that they have no other relationship with, or interest in, COST (directly or indirectly);




Newmont proposes to make a substantial investment in units of COST for investment purposes;




as a condition to Newmont making its investment in units of COST, the board of directors of Newmont has determined that it is prudent and appropriate for Newmont and each of Schulich and Lassonde to enter into an agreement establishing procedures to be followed where Newmont, Schulich or Lassonde propose to change their respective investments in COST to minimize any potential conflicts of interest;




it is the intention of Newmont, Schulich and Lassonde to limit their ownership of units of COST so as not to require “insider” or “early warning” or similar reporting requirements under applicable securities legislation, and Schulich and Lassonde have acknowledged that ownership of units of COST by persons who may be considered to be acting jointly or in concert with them (including family members who consult with them regarding an investment in COST, and persons in which they have an economic interest or in respect of which they exercise direction or control) may be considered in determining these reporting requirements; and




concurrently with the entering into of this agreement, Newmont is entering into a similar agreement with Lassonde.


Definition of “COST Trade”


In this agreement, “ COST Trade ” means any purchase, sale or other transaction (including equity monetizations and trades involving puts, calls and other derivative or synthetic securities) involving (directly or indirectly) an economic interest in units of COST by Newmont or Schulich, as the case may be, and, in the case of Schulich, includes any such transaction undertaken by:



any family member of Schulich (unless the trade is made without consultation with Schulich and the family member does not live in a residence with Schulich);




any entity that is under the direction or control of Schulich; or




any entity in which Schulich has an equity interest (directly or indirectly) of more than 20%.


Trading Restrictions


Notice of COST Trade


If either Newmont or Schulich proposes to undertake a COST Trade (other than an acquisition by Newmont of units of COST prior to the time at which Newmont first becomes the beneficial owner of units of COST with a purchase price of US$35 million, it will provide the other with not less than two clear business days’ notice of that trade, which notice will include:




the number of units of COST that, (d

continue to document