8-KLeadership Changes

NEWMONT Corp /DE/ 8-K Report, Executive Changes (Nov 5, 2008)

Filed November 5, 2008For Securities:NEMNEMCL

Summary

This 8-K filing by Newmont Mining Corporation (NEM) on November 4, 2008, details a significant compensation package granted to its President and CEO, Richard T. O’Brien, on October 31, 2008. The purpose of these awards, consisting of 100,000 shares of restricted stock and 300,000 stock options, is to serve as a retention incentive for the CEO. These awards are subject to a five-year vesting period, with full vesting scheduled for October 30, 2013. The filing also outlines specific conditions under which pro-rata or full vesting of these awards can occur, including events of death, long-term disability, retirement, or termination of employment by the company for reasons other than 'Cause' as defined by the Executive Change of Control Plan. This action by the board aims to ensure executive commitment during a potentially critical period.

Key Highlights

  • 1Newmont Mining Corporation granted its President and CEO, Richard T. O’Brien, 100,000 shares of restricted stock and 300,000 stock options.
  • 2These awards are categorized as a retention incentive.
  • 3The restricted stock and stock options have a five-year vesting period, with full vesting on October 30, 2013.
  • 4Specific provisions exist for accelerated vesting in cases of death, long-term disability, or retirement.
  • 5Full vesting of awards is triggered if the company terminates Mr. O’Brien's employment for reasons other than 'Cause'.
  • 6Stock options will cancel if Mr. O’Brien voluntarily terminates employment or is terminated for 'Cause' after the vesting period.
  • 7The terms of the Executive Change of Control Plan govern certain aspects of vesting and option exercise.

Frequently Asked Questions

The primary reason for granting these awards is to serve as a retention incentive for Richard T. O’Brien, the President and CEO, aiming to ensure his continued commitment to Newmont Mining Corporation.

Both the restricted stock and stock options are subject to a five-year vesting period and will fully vest on October 30, 2013.

If the company terminates Mr. O’Brien’s employment for reasons other than 'Cause' (as defined in the Executive Change of Control Plan), the full grant amounts of both the restricted stock and stock options will vest immediately.

The stock options would expire sooner than 10 years from the grant date if Mr. O’Brien voluntarily terminates his employment or if the company terminates his employment for 'Cause' after October 31, 2013, in which case they would cancel. In cases of death, disability, or retirement, the options remain exercisable for the shorter of thirty-six months from termination or ten years from the grant date.