UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): February 4, 2015
Pershing Gold Corporation
(exact name of registrant as specified in its charter)
| Nevada | 000-54710 | 26-0657736 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1658 Cole Boulevard Building 6 – Suite 210 Lakewood, Colorado |
80401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (720) 974-7248
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On February 5, 2015, Pershing Gold Corporation (the “Company”) and Stephen Alfers, the Company’s Chief Executive Officer and President, agreed to amend certain agreements to defer the vesting of an aggregate of 4,667,000 shares of the Company’s restricted stock owned by Mr. Alfers. The Company also agreed, on February 6, 2015, to amend certain agreements to defer the vesting of 333,333 shares of restricted stock held by Alexander Morrison, a member of the Company’s Board of Directors; 250,000 shares of restricted stock held by Debra Struhsacker, the Company’s Senior Vice President; 333,333 shares of restricted stock held by Eric Alexander, the Company’s Vice President of Finance and Controller; and 100,000 shares of restricted stock held by Timothy Janke, the Company’s Chief Operating Officer. The amendments are discussed below.
Third Amendment to Alfers Restricted Stock Agreement
On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Restricted Stock Agreement”). Pursuant to this amendment, the vesting of 1,297,762 shares of restricted stock, of a total of 3,892,510 restricted shares that were granted pursuant to the Restricted Stock Agreement, was deferred from June 18, 2015 to March 14, 2016. An additional 1,297,374 shares will vest in accordance with the terms of the Restricted Stock Agreement on March 14, 2015; 1,297,374 shares previously vested on December 26, 2013.
The referenced Third Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Prior amendments to the Restricted Stock Agreement are described in a Form 8-K filed on December 30, 2013 and a Form 8-K filed on June 13, 2014.
Third Amendment to Alfers Amended and Restated Restricted Stock Agreement
On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Amended and Restated Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Amended and Restated Restricted Stock Agreement”). Pursuant to this amendment, the vesting of 369,238 shares of restricted stock, of a total of 1,107,490 restricted shares that were granted pursuant to the Amended and Restated Restricted Stock Agreement, was deferred from June 18, 2015 to March 14, 2016. An additional 369,126 shares will vest in accordance with the terms of the Amended and Restated Restricted Stock Agreement on March 14, 2015; 369,126 shares previously vested on December 26, 2013.
The referenced Third Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein. Prior amendments to the Restricted Stock Agreement are described in a Form 8-K filed on December 30, 2013 and a Form 8-K filed on June 13, 2014.
Third Amendment to Alfers Executive Employment Agreement
On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Executive Employment Agreement dated February 9, 2012, as amended on February 8, 2013 and December 23, 2013 (as amended, the “Executive Employment Agreement”). Pursuant to this amendment, the vesting of 3,000,000 shares of restricted stock, of a total of 12,000,000 restricted shares that were granted pursuant to the Executive Employment Agreement, was deferred from February 9, 2015 to February 9, 2016. Previously, 6,000,000 shares granted under the Executive Employment Agreement vested on December 26, 2013 and 3,000,000 shares vested on February 9, 2014.
The referenced Third Amendment is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein. Prior amendments to the Executive Employment Agreement are described in a Form 8-K filed on February 15, 2013 and a Form 8-K filed on December 30, 2013.
First Amendment to Morrison Restricted Stock Grant Agreement
On February 6, 2015, the Company and Mr. Morrison entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Morrison Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 333,333 shares of restricted stock, of a total of 1,000,000 restricted shares that were granted pursuant to the Morrison Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016. Mr. Morrison accepted the Company’s offer to defer vesting of these shares on February 4, 2015. Previously, 333,333 shares granted under the Morrison Restricted Stock Grant Agreement vested on February 12, 2014, and a total of 666,667 shares (including the 333,333 shares deferred pursuant to the amendment) will vest on February 12, 2016.
The referenced First Amendment is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.
First Amendment to Struhsacker Restricted Stock Grant Agreement
On February 6, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Struhsacker Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 250,000 shares of restricted stock, of a total of 750,000 restricted shares that were granted pursuant to the Struhsacker Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016. Previously, 250,000 shares granted under the Struhsacker Restricted Stock Grant Agreement vested on February 12, 2014, and a total of 500,000 shares (including the 250,000 shares deferred pursuant to the amendment) will vest on February 12, 2016.
The referenced First Amendment is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.
First Amendment to Alexander Restricted Stock Grant Agreement
On February 6, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Alexander Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 333,333 shares of restricted stock, of a total of 1,000,000 restricted shares that were granted pursuant to the Alexander Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016. Previously, 333,333 shares granted under the Alexander Restricted Stock Grant Agreement vested on February 12, 2014, and a total of 666,667 shares (including the 333,333 shares deferred pursuant to the amendment) will vest on February 12, 2016.
The referenced First Amendment is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated by reference herein.
First Amendment to Janke Restricted Stock Grant Agreement
On February 6, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Janke Restricted Stock Grant Agreement”). Pursuant to this amendment, the vesting of 100,000 shares of restricted stock, of a total of 300,000 restricted shares that were granted pursuant to the Janke Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016. Previously, 100,000 shares granted under the Janke Restricted Stock Grant Agreement vested on February 12, 2014, and a total of 200,000 shares (including the 100,000 shares deferred pursuant to the amendment) will vest on February 12, 2016.
The referenced First Amendment is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) The following are filed as exhibits to this report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Restricted Stock Agreement, dated February 5, 2015, between Pershing Gold Corporation and Stephen Alfers. | |
| 10.2 | Third Amendment to Amended and Restated Restricted Stock Agreement, dated February 5, 2015, between Pershing Gold Corporation and Stephen Alfers. | |
| 10.3 | Third Amendment to Executive Employment Agreement, dated February 5, 2015, between Pershing Gold Corporation and Stephen Alfers. | |
| 10.4 | First Amendment to Restricted Stock Grant Agreement, dated February 6, 2015, between Pershing Gold Corporation and Alexander Morrison. | |
| 10.5 | First Amendment to Restricted Stock Grant Agreement, dated February 6, 2015, between Pershing Gold Corporation and Debra Struhsacker. | |
| 10.6 | First Amendment to Restricted Stock Grant Agreement, dated February 6, 2015, between Pershing Gold Corporation and Eric Alexander. | |
| 10.7 | First Amendment to Restricted Stock Grant Agreement, dated February 6, 2015, between Pershing Gold Corporation and Timothy Janke. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 10, 2015
| PERSHING GOLD CORPORATION | ||
| By: | /s/ Eric Alexander | |
| Eric Alexander | ||
| Vice President of Finance and Controller | ||
Exhibit 10.1
PERSHING GOLD CORPORATION
THIRD AMENDMENT TO
RESTRICTED STOCK AGREEMENT
(Non-Assignable)
This Third Amendment to Restricted Stock Agreement (this “ Amendment ”) is dated as of February 5, 2015, by and between Stephen Alfers (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On May 13, 2013, Holder and the Corporation entered into that certain Restricted Stock Agreement (the “ Original Agreement ”) pursuant to which Holder was granted Three Million Eight Hundred Ninety-two Thousand Five Hundred Ten (3,892,510) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share.
B. On December 23, 2013, Holder and the Corporation entered into that certain First Amendment to Restricted Stock Agreement (the “ First Amendment ”) pursuant to which the vesting of certain of the shares was accelerated from March 14, 2014 to December 26, 2013.
C. On June 11, 2014, Holder and the Corporation entered into that certain Second Amendment to Restricted Stock Agreement (the “ Second Amendment ”; the Original Agreement as amended by the First Amendment and the Second Amendment, collectively, the “ Agreement ”) pursuant to which the vesting of certain of the shares was deferred from June 18, 2014 to March 14, 2015.
D. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Agreement . The Agreement is hereby amended by deleting Section 1 thereof and replacing it with the following:
1. Vesting Schedule . The Shares shall be subject to the following vesting provisions. All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Corporate policy, restatements and/or adjustments, and the terms of the Plan including Section 6(f) (Termination of Employment). Notwithstanding anything herein to the contrary, all vested shares may be exercised and disposed of not sooner than six months following the date hereof.
| Percentage of Shares to Vest | Date of Vesting |
| 33.33% | December 26, 2013 |
| 33.33% | March 14, 2015 |
| 33.34% | March 14, 2016 |
| 1 |
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Stephen Alfers | |
| Stephen Alfers | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President Finance and Controller |
| 3 |
Exhibit 10.2
PERSHING GOLD CORPORATION
2012 Equity Incentive Plan
THIRD AMENDMENT TO AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT
(Non-Assignable)
This Third Amendment to Amended and Restated Restricted Stock Agreement (this “ Amendment ”) is dated as of February 5, 2015, by and between Stephen Alfers (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On May 13, 2013, Holder and the Corporation entered into that certain Amended and Restated Restricted Stock Agreement (the “ Original Agreement ”) pursuant to which Holder was granted One Million One Hundred Seven Thousand Four Hundred Ninety (1,107,490) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share, pursuant to and subject to the terms of the Corporation’s 2012 Equity Incentive Plan (the “ Plan ”).
B. On December 23, 2013, Holder and the Corporation entered into that certain First Amendment to Amended and Restated Restricted Stock Agreement (the “ First Amendment ”) pursuant to which the vesting of certain of the Shares was accelerated from March 14, 2014 to December 26, 2013.
C. On June 11, 2014, Holder and the Corporation entered into that certain Second Amendment to Amended and Restated Restricted Stock Agreement (the “ Second Amendment ”; the Original Agreement as amended by the First Amendment and the Second Amendment, collectively, the “ Agreement ”) pursuant to which the vesting of certain of the Shares was deferred from June 18, 2014 to March 14, 2015.
D. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Agreement . The Agreement is hereby amended by deleting Section 1 thereof and replacing it with the following:
1. Vesting Schedule . The Shares shall be subject to the following vesting provisions. All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Corporate policy, restatements and/or adjustments, and the terms of the Plan including Section 6(f) (Termination of Employment). Notwithstanding anything herein to the contrary, all vested shares may be exercised and disposed of not sooner than six months following the date hereof.
| 1 |
| Percentage of Shares to Vest | Date of Vesting |
| 33.33% | December 26, 2013 |
| 33.33% | March 14, 2015 |
| 33.34% | March 14, 2016 |
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Stephen Alfers | |
| Stephen Alfers | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President Finance and Controller | |
| 3 |
Exhibit 10.3
PERSHING GOLD CORPORATION
THIRD AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This Third Amendment to Executive Employment Agreement (this “ Amendment ”) is dated as of February 5, 2015, by and between Stephen Alfers (“ Executive ”) and Pershing Gold Corporation (formerly Sagebrush Gold Ltd.), a Nevada corporation (the “ Corporation ”).
A. On February 9, 2012, Executive and the Corporation entered into that certain Executive Employment Agreement (the “ Original Agreement ”) pursuant to which Executive was granted Twelve Million (12,000,000) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share, pursuant to and subject to the terms of the Corporation’s 2012 Equity Incentive Plan (the “ Plan ”).
B. On February 8, 2013, Executive and the Corporation entered into that certain First Amendment to Executive Employment Agreement (the “ First Amendment ”) pursuant to which the vesting of certain of the Shares was deferred from February 9, 2013 to March 14, 2014.
C. On December 23, 2013, Executive and the Corporation entered into that certain Second Amendment to Executive Employment Agreement (the “ Second Amendment ”; the Original Agreement as amended by the First Amendment and the Second Amendment, collectively, the “ Agreement ”) pursuant to which the vesting of certain of the Shares was accelerated from March 14, 2014 to December 26, 2013.
D. The Corporation and Executive have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Executive Employment Agreement . The Agreement is hereby amended by deleting Exhibit A to the Agreement in its entirety and replacing it with Exhibit A attached hereto.
2. No Other Changes . Except for the amendments contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 1 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| EXECUTIVE: | |
| /s/ Stephen Alfers | |
| Stephen Alfers | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President of Finance and Controller |
| 2 |
Exhibit A
Vesting of Restricted Stock Grant
| i | 6,000,000 shares of restricted common stock (including the Registrable Equity Grant) shall vest on December 26, 2013, |
| ii | 3,000,000 shares of restricted common stock shall vest on February 9, 2014, and |
| iii | 3,000,000 shares of restricted common stock shall vest on February 9, 2016. |
| 3 |
Exhibit 10.4
PERSHING GOLD CORPORATION
FIRST AMENDMENT TO
RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)
This First Amendment to Restricted Stock Grant Agreement (this “ Amendment ”) is dated as of February 6, 2015, by and between Alexander Morrison (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “ Agreement ”) pursuant to which Holder was granted One Million (1,000,000) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share.
B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Grant Agreement . The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:
2. Vesting and Forfeiture . Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “ Vesting Date ”):
| Date | Number of Shares Vested |
| February 12, 2014 | 333,333 |
| February 12, 2016 | 333,333 |
| February 12, 2016 | 333,334 |
The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
| 1 |
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Alexander Morrison | |
| Alexander Morrison | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President Finance and Controller |
| 3 |
Exhibit 10.5
PERSHING GOLD CORPORATION
FIRST AMENDMENT TO
RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)
This First Amendment to Restricted Stock Grant Agreement (this “ Amendment ”) is dated as of February 6, 2015, by and between Debra Struhsacker (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “ Agreement ”) pursuant to which Holder was granted Seven Hundred Fifty Thousand (750,000) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share.
B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Grant Agreement . The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:
2. Vesting and Forfeiture . Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “ Vesting Date ”):
| Date | Number of Shares Vested |
| February 12, 2014 | 250,000 |
| February 12, 2016 | 250,000 |
| February 12, 2016 | 250,000 |
The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
| 1 |
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Debra Struhsacker | |
| Debra Struhsacker | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President of Finance and Controller |
| 3 |
Exhibit 10.6
PERSHING GOLD CORPORATION
FIRST AMENDMENT TO
RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)
This First Amendment to Restricted Stock Grant Agreement (this “ Amendment ”) is dated as of February 6, 2015, by and between Eric Alexander (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “ Agreement ”) pursuant to which Holder was granted One Million (1,000,000) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share.
B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Grant Agreement . The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:
2. Vesting and Forfeiture . Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “ Vesting Date ”):
| Date |
Number of
Shares Vested |
| February 12, 2014 | 333,333 |
| February 12, 2016 | 333,333 |
| February 12, 2016 | 333,334 |
The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
| 1 |
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Eric Alexander | |
| Eric Alexander | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Stephen Alfers | |
| Name: Stephen Alfers | |
|
Title: Chief Executive Officer, President and
Chairman of the Board |
| 3 |
Exhibit 10.7
PERSHING GOLD CORPORATION
FIRST AMENDMENT TO
RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)
This First Amendment to Restricted Stock Grant Agreement (this “ Amendment ”) is dated as of February 6, 2015, by and between Tim Janke (“ Holder ”) and Pershing Gold Corporation, a Nevada corporation (the “ Corporation ”).
A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “ Agreement ”) pursuant to which Holder was granted Three Hundred Thousand (300,000) restricted shares (the “ Shares ”) of the Corporation’s common stock, par value $0.0001 per share.
B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Restricted Stock Grant Agreement . The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:
2. Vesting and Forfeiture . Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “ Vesting Date ”):
| Date | Number of Shares Vested |
| February 12, 2014 | 100,000 |
| February 12, 2016 | 100,000 |
| February 12, 2016 | 100,000 |
The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
2. No Other Changes . Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.
| 1 |
3. Counterparts . This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.
4. Governing Law . This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
| 2 |
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| HOLDER: | |
| /s/ Tim Janke | |
| Tim Janke | |
| PERSHING GOLD CORPORATION | |
| By: /s/ Eric Alexander | |
| Name: Eric Alexander | |
| Title: Vice President Finance and Controller |
| 3 |