Business Context and Reporting Period
Company: Newmont Mining Corporation (Newmont)
Filing Type: Form 8-K (Current Report)
Date of Report: December 21, 2004
Reporting Period: The filing reports on corporate governance actions taken on December 21, 2004, regarding executive compensation plans effective January 1, 2004.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the adoption of executive benefit plans.
Material Changes
The Board of Directors of Newmont USA Limited, a wholly owned subsidiary, approved and adopted two amended and restated plans:
- Officers' Death Benefit Plan: Provides a death benefit equal to three times the salary of active eligible salaried employees at the time of death. Benefits for retired participants depend on the retirement date and may be reduced for early retirement.
- Executive Change of Control Plan: Provides benefits to senior management if employment is terminated without Cause or for Good Reason within three years of a Change of Control.
Guidance, Outlook, and Management Commentary
Change of Control Plan Details:
- Eligibility: Salaried employees in senior management, including Named Executive Officers.
- Trigger Events: Termination by the Employer (other than for Cause, death, or disability) or by the employee for Good Reason within 120 days of knowledge of the event, occurring within three years of a Change of Control.
- Benefits Structure:
- Lump sum cash payment including unpaid base salary, pro-rated target bonus, deferred compensation, and accrued vacation.
- Multiplier payment equal to two times annual Pay (or three times for specific individuals designated by the Board).
- Pension equalization payment covering the excess of actuarial benefits the employee would have received had employment continued for three years post-termination.
- Continued health, dental, vision, disability, and life insurance benefits, plus outplacement services.
- Tax Gross-Up: The Employer may make additional payments to cover excise taxes imposed on the employee.
Risks and Contingencies: The filing notes that the summary of the plans is qualified by reference to the full text of the plans attached as Exhibits 10.1 and 10.2.
Investor Verification Checklist
- Review Exhibit 10.1 for the complete terms of the Amended and Restated Officers' Death Benefit Plan.
- Review Exhibit 10.2 for the complete terms of the Amended and Restated Executive Change of Control Plan.
- Verify the specific list of individuals designated by the Board to receive the three-times annual Pay multiplier under the Change of Control Plan.
- Confirm the definitions of "Cause," "Good Reason," and "Change of Control" as set forth in the plan documents.