Stillwater Mining Company (NYSE:SWC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Stillwater Mining Company (NYSE:SWC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Equity Compensation Awards for Executive Officers

On February 28, 2017, Stillwater Mining Company (the Company)
made the following grants (the Grants) of time-based restricted
stock units (RSUs) and performance-based restricted stock units
(PSUs) to the following executive officers under the Companys
2012 Equity Incentive Plan (the Plan):

Michael J. McMullen, President and Chief Executive Officer
83,695 RSUs and target payout of 52,219 PSUs.
Christopher M. Bateman, Chief Financial Officer 21,607 RSUs
and target payout of 21,607 PSUs.
Brent R. Wadman, Vice President of Legal Affairs and
Corporate Secretary 4,496 RSUs and target payout of 4,496
PSUs.
Kristen K. Koss, Vice President of Safety, Health and Human
Resources 3,667 RSUs and target payout of 3,667 PSUs.
Dee L. Bray, Vice President of Mine Operations 3,348
time-based RSUs and target payout of 3,348 PSUs.

RSU Grants

Subject to certain accelerated vesting provisions in the award
agreements, the RSUs are scheduled to vest in one-third
installments on each of December 31, 2017, 2018 and 2019 (each, a
Vesting Date) and the executive officer will be delivered shares
of common stock equal to the number of vested RSUs as long as the
executive officer remains employed with the Company on the
relevant Vesting Date. Notwithstanding the foregoing, the RSUs
are subject to the following accelerated vesting provisions:

If the executive officers employment with the Company is
terminated as a result of death or Disability (as defined in
the executive officers employment agreement), by the
executive officer for Good Reason (as defined in the
executive officers employment agreement) or by the Company
without Cause (as defined in the executive officers
employment agreement) within twenty-four (24) months after
the occurrence of a Change in Control, any unvested RSUs will
immediately vest.
If the executive officer is terminated by the Company for
underperformance (as defined in the executive officers
employment agreement), then (i) a pro rata portion of the
unvested RSUs scheduled to vest at the end of the 12 month
vesting period that includes the termination date and (ii)
one-half of any unvested RSUs scheduled to vest following the
12 month vesting period that includes the termination date,
will immediately vest as of the termination date.
If the Company does not notify the executive officer within
30 days prior the expiration of his or her employment
agreement that the Company is willing to renew or extent the
employment agreement and the executive officers employment
with the Company is terminated at the expiration of the
employment agreement, then one-half of any unvested RSUs
scheduled to vest following the termination date will
immediately vest as of the termination date.

In the event that the merger of the Company is consummated as
provided in that certain Agreement and Plan of Merger, dated as
of December 9, 2016, by and between the Company, Sibanye Gold
Limited and the other parties thereto (the Merger Agreement),
each RSU shall be converted from a right to receive shares of
common stock into the right to receive an amount in cash equal to
$18.00 per share as set forth below:

If the executive officers employment with the Company is
terminated as a result of death or total and permanent
disability, a pro rata amount of unvested RSUs will
immediately vest and payment will be made in cash.
If the executive officer is terminated by the Company for
underperformance, payment of RSUs will be made as provided
above, except payment will be made in cash.
If the executive officer is terminated by the Company without
Cause or by the executive officer for Good Reason, all of the
unvested RSUs shall immediately vest and the payment will be
made in cash; provided, that for the executive officers other
than Messrs. McMullen and Bateman, Good Reason shall not
exist solely by reason of the transactions contemplated under
the Merger Agreement.
If the executive officers employment with the Company is
terminated at the expiration of their employment agreement
without renewal (or, for Messrs. McMullen and Bateman, for
any reason), then one-half of any unvested RSUs scheduled to
vest following the termination date shall immediately vest
and the payment will be made in cash.
The RSUs will continue to vest in equal one-third annual
installments on each Vesting Date as long as the executive
officer remains employed with the Company on the relevant
Vesting Date and the payments will be made in cash.

PSU Grants

Subject to certain accelerated vesting provisions in the award
agreements, the PSUs are scheduled to vest from 0% to 175% on
December 31, 2019 (the PSU Vesting Date), subject to the Companys
performance for total shareholder return, net book value per
share and free cash flow over the performance period and the
executive officer will be delivered shares of common stock equal
to the number of vested PSUs as long as the executive officer
remains employed with the Company on the PSU Vesting Date.
Notwithstanding the foregoing, the PSUs are subject to the
following accelerated vesting provisions:

If the executive officers employment with the Company is
terminated as a result of death or Disability, by the
executive officer for Good Reason or as a result of
expiration of the employment agreement without renewal by the
Company by reason of the Companys failure to offer renewal or
extension on terms substantially similar to those in effect,
then the pro rata portion of the PSUs that would vest if the
target performance criteria were to be met as of the PSU
Vesting Date will immediately vest as of the termination
date.
If the executive officer is terminated by the Company for
underperformance, then (i) a pro rata portion of the unvested
PSUs that would have otherwise vested on the PSU Vesting Date
and (ii) 50% of any additional pro rata portion of the
unvested PSUs that would have otherwise vested on the PSU
Vesting Date for the portion of the performance period
beginning the day after the termination date, will each
immediately vest as of the termination date.
If the executive officer is terminated by the Company without
Cause or by the executive officer for Good Reason within 24
months after a change in control, the executive officer will
be entitled to payment on account of the portion of the PSUs
the Committee determines would have vested had the
performance period ended on the date of the change in control
based on the achievement of the performance criteria as of
the date of the change in control.

In the event that the merger of the Company is consummated as
provided in that certain Merger Agreement, each PSU shall be
converted from a right to receive shares of common stock into the
right to receive an amount in cash equal to $18.00 per share as
set forth below:

If the executive officers employment with the Company is
terminated as a result of death or total and permanent
disability, a pro rata amount of unvested RSUs will
immediately vest and payment will be made in cash.
If the executive officer is terminated by the Company for
underperformance, payment of RSUs will be made as provided
above, except payment will be made in cash.
If the executive officer is terminated by the Company without
Cause or by executive officer for Good Reason, all of the
unvested RSUs shall immediately vest and the payment will be
made in cash; provided, that for the executive officers other
than Messrs. McMullen and Bateman, Good Reason shall not
exist solely by reason of the transactions contemplated under
the Merger Agreement.
If the executive officers employment with the Company is
terminated at the expiration of their employment agreement
without renewal (or, for Messrs. McMullen and Bateman, for
any reason), then all of the unvested RSUs shall immediately
vest and the payment will be made in cash.
The RSUs will continue to vest in equal one-third annual
installments on each Vesting Date as long as the executive
officer remains employed with the Company on the relevant
Vesting Date and the payments will be made in cash.

The above summary does not purport to be a complete description
of the terms of the Grants, and is qualified in its entirety by
reference to the text of the form of the RSU award agreements and
PSU award agreements, which are attached as Exhibits 10.1, 10.2,
10.3 and 10.4 hereto, respectively.

Executive Employment Agreements

On March 1, 2017, the Company entered into executive employment
agreements with each of Kristen K. Koss, Vice President, of
Safety, Health and Human Resources and Dee L. Bray, Vice
President of Mine Operations. These agreements replaced the prior
employment agreements from Ms. Koss and Mr. Bray, each of which
expired according to its terms. The following summaries do not
purport to be complete descriptions of the terms and conditions
of each agreement, and are qualified in their entirety by
reference to the text of each agreement, which are attached as
Exhibits 10.5 and 10.6 hereto, respectively.

Kristen K. Koss Executive Employment Agreement

Term: The agreement commences on March 7, 2017 and
provides for an initial term continuing through March 6, 2018.
The agreement may be renewed for successive one-year terms upon
written agreement of both parties no later than 30 days prior to
the end of the then current term.

Base Salary: Ms. Koss shall receive an initial base
salary of $230,000 per year, subject to periodic review and
adjustment; provided, however, such base salary may not be
reduced except in connection with an across-the-board reduction
of the salaries of all named executive officers of the Company.

Short Term Incentive Program: Ms. Koss shall participate
in the Companys Short-Term Incentive Program (STIP) as
follows:

For each calendar year beginning January 1, 2017, Ms. Koss will
be eligible to earn a target STIP bonus of 55% of her base
salary, determined based upon the Companys achievement of
performance targets established by the Board of Directors of the
Company.

Long Term Incentive Program: Ms. Koss shall participate
in the Companys Long Term Incentive Plan (LTIP) as follows:

For each calendar year beginning January 1, 2017, Ms. Koss will
participate in the Companys LTIP, and will be eligible to earn a
grant of equity instruments with a target value of 50% of Ms.
Kosss base salary. The terms and conditions of each LTIP grant,
vesting conditions and performance targets will be set forth in
annual award agreements between the Company and Ms. Koss approved
by the Committee and subject to the Companys Plan.

Additional Benefits: During the term of the Agreement,
Ms. Koss shall be entitled to participate in all health
insurance, pension, retirement, profit-sharing or other benefit
plans adopted by the Company for its senior management, and may
take up to six weeks of paid vacation per year.

Compensation upon Termination: Upon termination of Ms.
Kosss employment during the term of the agreement, Ms. Koss shall
be entitled to the following:

If Ms. Kosss employment is terminated by the Company for Cause
(as defined in the agreement), or Ms. Koss resigns without Good
Reason (as defined in the agreement), the Company shall pay Ms.
Koss all accrued but unpaid base salary and all accrued but
unused vacation earned through the date of termination or
resignation, and any reimbursement of expenses owed to Ms. Koss;
however, Ms. Koss will not be eligible for any STIP or LTIP award
payments for the year in which such termination or resignation
occurs, and unvested equity awards shall be forfeited on the date
of such termination or resignation.

If Ms. Kosss employment is terminated by the Company for
Underperformance (as defined in the agreement), or Ms. Koss
resigns for Good Reason, the Company shall pay Ms. Koss the
following benefits upon execution of a release in favor of the
Company: (a) all accrued but unpaid base salary and all accrued
but unused vacation earned through the date of termination or
resignation, (b) any reimbursement of expenses owed to Ms. Koss,
(c) an amount equal to two times Ms. Kosss then effective base
salary, paid out in 24 equal monthly installments, (d) an amount
equal to two times the average of her target and actual STIP
award for the calendar year immediately preceding such
termination or resignation, paid out in 24 equal monthly
installments, and (f) an amount equally to 18 months of Ms. Kosss
cost to continue medical insurance coverage to COBRA, provided
that she is eligible for and elects such continuation coverage.

If Ms. Kosss employment terminates as a result of death or
Disability (as defined in the agreement), the Company shall pay
Ms. Koss or her estate: (a) all accrued but unpaid base salary
and all accrued but unused vacation earned through the date of
termination or resignation, (b) any reimbursement of expenses
owed to Ms. Koss, (c) a pro-rata portion of Ms. Kosss STIP bonus
for the year in which such termination occurs based on the
Companys achievement of established performance targets in that
year.

Restrictive Covenants: For two years following the
termination of Ms. Kosss employment with the Company for any
reason, the agreement provides that, if Ms. Koss owns, operates,
manages, controls, participates in, is employed by, performs any
services for or otherwise assists any enterprise or venture that
directly competes with the Company, then Ms. Koss must pay to the
Company 100% of all gross revenue earned by such enterprise or
venture from any customers who were customers of the Company on
the date of Ms. Kosss termination or at any time during the
thirty-day period immediately preceding such termination date. In
addition, for two years following termination of employment with
the Company, Ms. Koss may not, without the consent of the
Company, directly or indirectly solicit the employment or
retaining of any employees or consultants of the Company or its
affiliates.

Dee L. Bray Executive Employment Agreement

Except for the following, the provisions of Mr. Brays executive
employment agreement are materially the same as those found in
Ms. Kosss executive employment agreement.

Base Salary: Mr. Bray shall receive an initial base
salary of $210,000 per year, subject to periodic review and
adjustment; provided, however, such base salary may not be
reduced except in connection with an across-the-board reduction
of the salaries of all named executive officers of the Company.

Short Term Incentive Program: Mr. Bray shall participate
in the Companys STIP as follows:

For each calendar year beginning January 1, 2017, Mr. Bray will
be eligible to earn a target STIP bonus of 40% of his base
salary, determined based upon the Companys achievement of
performance targets established by the Board of Directors of the
Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1. Form of Restricted Stock Unit Agreement
Exhibit 10.2. Form of Restricted Stock Unit Agreement for Chief Executive
Officer and Chief Financial Officer
Exhibit 10.3. Form of Performance Restricted Stock Unit Agreement
Exhibit 10.4. Form of Performance Restricted Stock Unit Agreement for Chief
Executive Officer and Chief Financial Officer
Exhibit 10.5. Executive Employment Agreement, dated as of March 7, 2017, by
and between the Company and Kristen K. Koss
Exhibit 10.6. Executive Employment Agreement, dated as of March 7, 2017, by
and between the Company and Dee L. Bray


About Stillwater Mining Company (NYSE:SWC)

Stillwater Mining Company is engaged in the development, extraction, processing, smelting and refining of palladium, platinum and associated metals, such as platinum group metals (PGM) produced by mining a geological formation in south-central Montana, the J-M Reef and recycling spent catalytic converters and other industrial sources. The Company operates through five segments: Mine Production, PGM Recycling, Canadian Properties, South American Properties and All Other. The Mine Production segment consists of two business components: the Stillwater Mine and the East Boulder Mine. The PGM Recycling segment recycles spent catalyst material to recover the PGMs contained in the material. The Canadian Properties segment consists mainly of the Marathon mineral property assets. The South American Properties segment consists of the Peregrine Metals Ltd. assets. The All Other segment consists of assets, including investments, revenues, and expenses of various corporate and support functions.

Stillwater Mining Company (NYSE:SWC) Recent Trading Information

Stillwater Mining Company (NYSE:SWC) closed its last trading session up +0.01 at 17.17 with 786,662 shares trading hands.

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