Common use of Withholding Taxes Clause in Contracts

Withholding Taxes. Director acknowledges that, regardless of any action Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other tax-related items required deductions or payments related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, holding, or vesting or settlement of the DSUsStock Awards, the issuance of Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdiction, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other of the Company and/or the Employer with respect to the Stock Awards. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In following, provided, however, that notwithstanding anything herein to the event that such withholding contrary, in shares the case of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance individuals subject to Section 16 of the DSUExchange Act of 1934, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for all Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot shall only be satisfied by such procedure specifically approved by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations Committee in connection with the Tax-Related Items.resolutions:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, grant or vesting or settlement of the DSUs, the issuance of SharesStock Awards, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) for the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems obligations of the Company and/or the Employer with respect to the Stock Awards. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges that, regardless The following provision supplements paragraph 5 of any action Newmont takes with respect the Agreement: Without limitation to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in paragraph 5 of the Plan and legally applicable to Director (“Tax-Related Items”)Agreement, the ultimate liability Employee hereby agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Employee also hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Employee’s behalf. Notwithstanding the foregoing, if the Employee is and remains Director’s responsibility and a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Employee understands that he or she may exceed not be able to indemnify the Company for the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items not collected from or paid by the Employee, in connection with any aspect of case the DSUs, including, without limitationindemnification could be considered to be a loan. In this case, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items not collected or achieve any particular paid may constitute a benefit to the Employee on which additional income tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont and National Insurance Contributions (“NICs”) may be required payable. The Employee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to withhold or account HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Employee by any of the means referred to in paragraph 5 of the Agreement. In addition, the Employee agrees that the Company and/or the Employer may calculate the Tax-Related Items in more than one jurisdiction. Prior to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Employee may have to recover any overpayment from the relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Itemsauthorities. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.UNITED STATES NOTIFICATIONS

Withholding Taxes. Director Employee acknowledges that, regardless of any action taken by Newmont takes with respect to any or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s Employee's participation in the Plan and legally applicable to Director him or her (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmont, if anyNewmont or the Employer. Director Employee further acknowledges that Newmont and/or the Employer (i1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRSU, including, without limitationbut not limited to, the grant, vesting or settlement of the DSUs, the issuance of SharesRSU, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, settlement and the receipt of any dividends and/or Dividend Equivalentsany dividend equivalents; and (ii2) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSU to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director Employee is subject to tax Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items. In this regard, Director Employee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in a number of whole shares of Common Stock to be issued upon settlement of the DSURSU having a fair market value on the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. In the event If Newmont determines in its discretion that such withholding in shares of Common Stock is problematic not permissible or advisable under applicable tax or securities law or has materially adverse accounting consequenceslocal law, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account satisfy its obligations for Tax-Related Items by considering applicable minimum statutory withholding rates one or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number combination of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director The Grantee acknowledges that, regardless of any action Newmont takes with respect to any taken by the Company or, if different, the Subsidiary or Affiliate for which the Grantee is a Service Provider (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Directorthe Grantee’s participation in the Plan and legally applicable to Director the Grantee (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Directorthe Grantee’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Grantee further acknowledges that Newmont the Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRestricted Stock Units, including, without limitationbut not limited to, the grant, vesting or settlement of the DSUs, the issuance of SharesRestricted Stock Units, the subsequent sale of any shares of Common Stock acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Restricted Stock Units to reduce or eliminate Directorthe Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director the Grantee is subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, Newmont as applicable, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director the Grantee agrees to make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Director the Grantee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable their withholding obligations obligations, if any, with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director The Grantee acknowledges that, regardless of any action Newmont takes with respect to taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmontthe Corporation or the Employing Company. Furthermore, if any. Director further the Grantee acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Award, including, without limitation, including the grant, vesting vesting, or settlement of the DSUs, the issuance of Shares, Performance Award or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsShares; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Performance Award or any aspect of the DSUs Grantee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or to achieve any particular tax result. Further, Director acknowledges that if Director is the Grantee has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Newmont the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Grantee shall pay or make adequate arrangements satisfactory to Newmont the Corporation and/or the Employing Company to satisfy all Tax-Related ItemsItems of the Corporation and/or the Employing Company. In this regard, Director the Grantee shall pay any Tax-Related Items directly to the Corporation or the Employing Company in cash upon request. In addition, the Grantee authorizes Newmont the Corporation and/or the Employing Company, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Grantee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director Grantee by Newmont the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon payment of the Performance Award either through a voluntary sale or through a mandatory sale arranged by the Corporation (on the Grantee’s behalf pursuant to satisfy any applicable this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding obligations for Tax-Related Itemsin Shares to be issued upon payment of the Performance Award. Newmont If the Corporation gives the Grantee the power to choose the withholding method, and the Grantee does not make a choice, then the Corporation will withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates. If the Corporation withholds at a rate other than the minimum statutory rate, including such as the maximum applicable rates to withholding rate, then the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount shall be paid in cash and the Grantee will have no entitlement to the equivalent in Common StockStock equivalent. If the obligation for Tax-Related Items is are satisfied by withholding in shares Shares issuable upon vesting of Common Stockthe Performance Award, for tax purposes, Director the Grantee is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSUPerformance Award, notwithstanding that a number of the shares of Common Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Grantee shall pay to Newmont, including through withholding from cash compensation paid to him the Corporation or her by Newmont, the Employing Company any amount of Tax-Related Items that Newmont may be required to withhold or account for due as a result of his or her any aspect of the Grantee’s participation in the Plan Plan. The Grantee understands that cannot be satisfied by the means previously described. Newmont may refuse to issue no Shares or deliver the shares or the proceeds of from the sale of shares Shares shall be delivered to Grantee, notwithstanding the vesting of Common Stockthe Performance Award, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 11 to the contrary, if Director fails to comply with any obligations in connection the Performance Award is considered nonqualified deferred compensation, the fair market value of the shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other tax-related items required deductions or payments related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Shares, including, without limitation, including the grant, holding, or vesting or settlement of the DSUs, the issuance of Performance Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Performance Shares or any aspect of the DSUs Performance Shares to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under applicable laws. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdiction, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In following, provided, however, that notwithstanding anything herein to the event that such withholding contrary, in shares the case of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance individuals subject to Section 16 of the DSUExchange Act of 1934, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for all Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot shall only be satisfied by such procedure specifically approved by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations Committee in connection with the Tax-Related Items.resolutions:

Withholding Taxes. Director acknowledges thatAs a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, regardless the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action Newmont the Company or the Employer takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. The Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director The Employee further acknowledges that Newmont the Company and the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, holding, or vesting or settlement of the DSUsStock Awards, the issuance of Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does do not commit to and are under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under Applicable Laws. Further, Director acknowledges that if Director is the Employee has become subject to tax in more than one jurisdiction, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Stock Awards unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other obligations of the Company and/or the Employer with respect to the Stock Awards. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In following, provided, however, that notwithstanding anything herein to the event that such withholding contrary, in shares the case of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance individuals subject to Section 16 of the DSUExchange Act of 1934, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for as amended, all Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot shall only be satisfied by such procedure specifically approved by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations Committee in connection with the Tax-Related Items.resolutions:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Optionee shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Optionee authorizes Newmont the Company and the Employer, or its agent either of them, in such entity’s sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) requiring the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorOptionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Tax Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that canare not be satisfied by any of the means previously described. Newmont For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to issue or honor the exercise and refuse to deliver the shares or Shares to the proceeds of Optionee if the sale of shares of Common Stock, if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Shares, including, without limitation, including the grant, grant or vesting or settlement of the DSUs, the issuance of Performance Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Performance Shares or any aspect of the DSUs Performance Shares to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) for the Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont takes the Company or any Subsidiary employing Participant (the “Employer”) take with respect to any or all income tax, social insurance, fringe benefits taxprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related items related withholding attributable to Director’s participation or payable in connection with or pursuant to the Plan and legally applicable to Director grant, vesting, release or assignment of any RSU (the “Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains DirectorParticipant’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRSUs, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRSUs, the issuance delivery of the Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSUs to reduce or eliminate DirectorParticipant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be entitled to any relevant taxable or tax withholding event, as applicable, Director withhold and Participant agrees to pay, or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Director Participant authorizes Newmont or the Company and/or the Employer, in its agent sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by Participant by one or a combination of the following: (i) require Participant to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorcash from Participant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director Participant by Newmont the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to Participant, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount or such other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in to HMRC with respect to the Plan event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. Newmont may refuse to issue If payment or deliver the shares or the proceeds withholding is not made within 90 days of the sale Chargeable Event (the “Due Date”), Participant agrees that the amount of shares any uncollected Tax-Related Items shall (assuming Participant is not a director or executive officer of Common Stockthe Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Director Participant fails to comply with any Participant’s obligations in connection with the Tax-Related ItemsItems as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont takes the Company or any Subsidiary employing Optionee (the “Employer”) take with respect to any or all income tax, social insurance, fringe benefits taxprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related items related withholding attributable to Director’s participation or payable in connection with or pursuant to the Plan and legally applicable to Director grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains DirectorOptionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate DirectorOptionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to any relevant taxable or tax withholding event, as applicable, Director withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Director Optionee authorizes Newmont or the Company and/or the Employer, in its agent sole discretion and to the extent permitted under local law, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorcash from Optionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director Optionee by Newmont the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount or such other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in to HMRC with respect to the Plan event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. Newmont may refuse to issue If payment or deliver the shares or the proceeds withholding is not made within 90 days of the sale Chargeable Event (the “Due Date”), Optionee agrees that the amount of shares any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of Common Stockthe Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Related ItemsItems as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan.

Withholding Taxes. Director acknowledges that, regardless The following provision supplements paragraph 8 of any action Newmont takes with respect the Agreement: Without limitation to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in paragraph 8 of the Plan and legally applicable to Director (“Tax-Related Items”)Agreement, the ultimate liability Participant hereby agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on the Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if the Participant is and remains Director’s responsibility and a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities Exchange Act), the Participant understands that he or she may exceed not be able to indemnify the Company for the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items not collected from or paid by the Participant, in connection with any aspect of case the DSUs, including, without limitationindemnification could be considered to be a loan. In this case, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items not collected or achieve any particular paid may constitute a benefit to the Participant on which additional income tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont and National Insurance Contributions (“NICs”) may be required payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to withhold or account HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in paragraph 8 of the Agreement. In addition, the Participant agrees that the Company and/or the Employer may calculate the Tax-Related Items in more than one jurisdiction. Prior to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Participant may have to recover any overpayment from the relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Itemsauthorities. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.UNITED STATES NOTIFICATIONS

Withholding Taxes. Director acknowledges thatAs a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, regardless the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant or vesting of the Performance Shares under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Performance Shares or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action Newmont the Company or the Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. The Employee further acknowledges and agrees that the Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director The Employee further acknowledges that Newmont the Company and the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Shares, including, without limitation, including the grant, holding, or vesting or settlement of the DSUs, the issuance of Performance Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does do not commit to and are under no obligation to structure the terms of the grant Performance Shares or any aspect of the DSUs these Performance Shares to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under applicable laws. Further, Director acknowledges that if Director is the Employee has become subject to tax in more than one jurisdiction, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to these Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In following, provided, however, that notwithstanding anything herein to the event that such withholding contrary, in shares the case of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance individuals subject to Section 16 of the DSUU.S. Exchange Act of 1934, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for as amended, all Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot shall only be satisfied by such procedure specifically approved by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations Committee in connection with the Tax-Related Items.resolutions:

Withholding Taxes. Director acknowledges thatAs a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, regardless the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employer and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any (“Tax-Related Items”) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares, whether by withholding, direct payment to the Company, or otherwise as determined by the Company in its sole discretion. Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director Employee further acknowledges that Newmont the Company and the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, holding, or vesting or settlement of the DSUsStock Awards, the issuance of Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does do not commit to and are under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Employee also understands that Applicable Laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdiction, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Stock Awards unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other obligations of the Company and/or the Employer with respect to the Stock Awards. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In following, provided, however, that notwithstanding anything herein to the event that such withholding contrary, in shares the case of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance individuals subject to Section 16 of the DSUExchange Act of 1934, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for all Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot shall only be satisfied by such procedure specifically approved by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations Committee in connection with the Tax-Related Items.resolutions:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Optionee’s employer (the “Employer”) takes with respect to any or all income taxTax Obligations, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items Tax Obligations legally due by him or her is and remains DirectorOptionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items Tax Obligations in connection with any aspect of the DSUsOption grant, including, without limitation, including the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii2) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate DirectorOptionee’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdictionTax Obligations. Prior to any relevant taxable the exercise of the Option, Optionee shall pay or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of the Company and/or the Employer. In this regard, Director Optionee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In Company and/or the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont Employer to withhold all applicable Tax Obligations legally payable by Optionee from his or her wages or other cash compensation paid to Director Optionee by Newmont the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax Obligations, and/or (2) withhold in Shares, provided that the Company only withholds the amount of shares necessary to satisfy any applicable the minimum withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Itemsamount. Finally, Director agrees to Optionee shall pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items Tax Obligations that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares of Common Stock, Shares if Director Optionee fails to comply with any his or her obligations in connection with the Tax-Related ItemsTax Obligations as described in this section.

Withholding Taxes. Director acknowledges that, regardless The following provision supplements paragraph 4 of any action Newmont takes with respect the Agreement: Without limitation to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in paragraph 4 of the Plan and legally applicable to Director (“Tax-Related Items”)Agreement, the ultimate liability Optionee hereby agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf. Notwithstanding the foregoing, if the Optionee is and remains Director’s responsibility and a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee understands that he or she may exceed not be able to indemnify the Company for the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items not collected from or paid by the Optionee, in connection with any aspect of case the DSUs, including, without limitationindemnification could be considered to be a loan. In this case, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items not collected or achieve any particular paid may constitute a benefit to the Optionee on which additional income tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont and National Insurance Contributions (“NICs”) may be required payable. The Optionee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to withhold or account HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Optionee by any of the means referred to in paragraph 4 of the Agreement. In addition, the Optionee agrees that the Company and/or the Employer may calculate the Tax-Related Items in more than one jurisdiction. Prior to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Optionee may have to recover any overpayment from the relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemsauthorities.

Withholding Taxes. Director The Participant acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Participant’s participation in the Plan and legally applicable to Director the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Participant further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsLTI Grant, including, without limitationincluding the vesting or payment of any Award relating to the LTI Grant, the grantreceipt of any dividends or cash payments in lieu of dividends, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant LTI Grant or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy the withholding for any or all Tax-Related ItemsItems arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. In If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this regardauthorization without further consent. Furthermore, Director authorizes Newmont or its agent the Company and/or the Employer are authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, or sale of shares issued pursuant to the Award, as the case may be, by withholding in shares of Common Stock to be issued upon settlement of from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director the Participant by Newmont the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax Related Items. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related ItemsItems shall be valued at the Fair Market Value of the Common Stock received in payment of the Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. Newmont If the Participant is covered by a Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates in Directorthe Participant’s jurisdiction(s), including minimum or maximum applicable rates to the extent permitted by the Planwithholding rates, in which case Director the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Participant shall pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or deliver the shares or Common Stock if the proceeds of the sale of shares of Common Stock, if Director Participant fails to comply with any obligations in connection with the his or her Tax-Related ItemsItems obligations.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s your participation in the Plan and legally applicable to Director you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains Director’s your responsibility and may exceed the amount amount, if any, actually withheld by Newmontthe Company or the Employer. Furthermore, if any. Director further acknowledges you acknowledge that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Share Award or the underlying Shares, including, without limitationbut not limited to, the grant, vesting vesting, or settlement payment of the DSUs, the issuance of Shares, this Performance Share Award or the subsequent sale of shares Shares issued in payment of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsPerformance Share Award; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of your participation in the DSUs Plan to reduce or eliminate Director’s your liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is If you are or become subject to tax Tax-Related Items in more than one jurisdiction, Newmont you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont the withholding for any or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the granting, vesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding in shares a number of Common Stock Shares as described herein, for tax purposes, you shall be deemed to be have been issued upon settlement the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual withholding for any or all Tax-Related Items arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the DSUrequired amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. In Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the event that such Company and/or the Employer are authorized to satisfy the withholding in shares for any or all Tax-Related Items arising from the granting, vesting, or payment of Common Stock is problematic under applicable tax this Performance Share Award, or securities law or has materially adverse accounting consequencessale of Shares issued pursuant to the Performance Share Award, as the case may be, by Director’s acceptance of the DSUwithholding from your wages, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director you by Newmont the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of any withholding for Tax-Related Items due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax-Related Items. Newmont Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. The Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum applicable rates to in your jurisdiction(s). In the extent permitted by the Planevent of over-withholding, in which case Director you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent in Common Stockor if not refunded, you may seek a refund from the local tax authorities. If In the obligation for event of under-withholding, you may be required to pay any additional Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject directly to the vested DSU, notwithstanding that a number of applicable tax authority or to the shares of Common Stock are held back solely for Company and/or the purpose of paying the Tax-Related ItemsEmployer. Finally, Director agrees to You shall pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse If you are covered by a Company tax equalization policy, you also agree to issue or deliver pay to the shares or Company any additional hypothetical tax obligation calculated and paid under the proceeds terms and conditions of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemssuch tax equalization policy.

Withholding Taxes. Director The Employee acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsDeferred Stock Units, including, without limitation, including the grant, vesting or settlement payment of the DSUsthis Grant, the issuance receipt of Sharesany dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the DSUs Employee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Employee becomes subject to tax any Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to any relevant taxable issue or tax withholding event, as applicable, Director agrees deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to make adequate arrangements satisfactory comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any all applicable withholding obligations with regard to all Tax-Related Items legally due by withholding the Employee (or otherwise due by the Employee as set forth in shares of Common Stock to be issued upon settlement of this Section 5) and any theoretical taxes from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units. Alternatively, or in addition, the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to Director the amount of Tax-Related Items and any theoretical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Grant, as the case may be, through any other method established by Newmont the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in the absence of the Employee’s election, the Company will withhold in Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related ItemsItems and any theoretical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont Depending upon the withholding method, the Company may withhold or account for Tax-Related Items and any theoretical taxes by considering applicable minimum statutory withholding rates amounts (in accordance with Section 14(d) of the Plan) or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum applicable rates to the extent permitted by the Planrates, in which case Director may the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common StockDeferred Stock Units, for tax purposes, Director the Employee is deemed to have been issued the full number of shares of Common Stock subject to underlying the vested DSUGrant, notwithstanding that a number of the shares of Common Deferred Stock Units are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Items and/or any amount of Tax-Related Items that Newmont may be required to withhold or account for theoretical taxes due as a result of his or her any aspect of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsPlan.

Withholding Taxes. Director The Employee acknowledges that, regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsAward, including, without limitation, including the grant, vesting or settlement payment of the DSUsAward, the issuance receipt of Shares, any dividends or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Restricted Shares to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that Further if Director is the Employee becomes subject to tax any Tax-Related Items in more than one jurisdictionjurisdiction (including jurisdictions outside the United States) between the date of grant and the date of any relevant taxable event the Employee acknowledges that the Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company shall not be required to any relevant taxable or tax withholding event, as applicable, Director agrees lift the restrictions on the Restricted Shares unless it has received payment in a form acceptable to make adequate arrangements satisfactory to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any withhold all applicable withholding obligations with regard to all Tax-Related Items legally due by withholding in shares of Common Stock to be issued upon settlement of the DSU. In Employee and any theoretical taxes from the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid by the Company and/or the Employer. Alternatively, or in addition, the Company may (i) deduct the number of Restricted Shares having an aggregate value equal to Director the amount of Tax-Related Items and any theoretical taxes due from the total number of Restricted Shares awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker whom it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to this authorization) to sell the Restricted Shares to meet the Tax-Related Items withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. Federal Securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Award, as the case may be, through any other method established by Newmont the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items withholding event and in the absence of the Employee’s election, the Company will withhold in Restricted Shares upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. Restricted Shares deducted from this Award in satisfaction of withholding tax requirements shall be valued at the Fair Market Value of the Common Stock received in payment of vested Restricted Shares on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Employee under applicable withholding obligations for Tax-Related Itemstax laws. Newmont To avoid any negative accounting treatment, the Company may withhold or account for Tax-Related Items or theoretical taxes by considering applicable minimum statutory withholding rates amounts (in accordance with Section 13(d) of the Plan) or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stockrates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common StockRestricted Shares, for tax purposes, Director the Employee is deemed to have been issued the full number of shares of Common Stock subject to underlying the vested DSUAward, notwithstanding that a number of the shares of Common Stock Restricted Shares are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of the Employee’s participation in the Plan. Finally, Director the Employee agrees to pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items and any theoretical taxes that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains Directorthe Participant’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRSUs, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRSUs, the issuance delivery of the Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSUs to reduce or eliminate Directorthe Participant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Participant shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Participant authorizes Newmont the Company and the Employer, or its agent either of them, in such entity’s sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following: (i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates payable to the extent permitted Participant by the Plan, in which case Director may receive a refund Company and/or the Employer; (iii) arranging for the sale of any over-withheld amount in cash and will have no entitlement Shares otherwise issuable to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number Participant upon vesting of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees RSUs (on Participant’s behalf and at Participant’s direction pursuant to pay to Newmont, including through this authorization); (iv) withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares Shares acquired upon vesting of Common Stockthe RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if Director there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with any Participant’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director The Participant acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Participant’s participation in the Plan and legally applicable to Director the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Participant further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsLTI Grant, including, without limitationincluding the vesting or payment of any Award relating to the LTI Grant, the grantreceipt of any dividends or cash payments in lieu of dividends, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant LTI Xxxxx or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont the withholding for any or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to be issued upon settlement the Award, as the case may be, by deducting the number of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance having an aggregate value equal to the amount of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates due from the LTI Award Payout or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates otherwise becoming subject to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stockcurrent taxation. If the obligation for Company satisfies the Tax-Related Items is satisfied obligation by withholding in a number of shares of Common StockStock as described herein, for tax purposes, Director is the Participant will be deemed to have been issued the full number of shares of Common Stock subject due to the vested DSUParticipant at vesting, notwithstanding that a number of the shares of Common Stock are is held back solely for the purpose of paying the such Tax-Related ItemsItems withholding. FinallyThe Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, Director the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization without further consent. Furthermore, the Company and/or the Employer are authorized to satisfy any withholding obligations with regard to all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Xxxxx, or sale of shares issued pursuant to the Award, as the case may be, by withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall be valued at the Fair Market Value of the Common Stock received in payment of the Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. If the Participant is covered by a Company tax equalization policy, the Participant also agrees to pay to Newmontthe Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, including through withholding from cash compensation paid the Participant shall pay to him the Company or her by Newmont, the Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or deliver the shares Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations. If the proceeds Participant is subject to the short-swing profit rules of Section 16(b) of the sale Exchange Act, the Company will deduct the number of shares of Common Stock, if Director fails Stock having an aggregate value equal to comply with any obligations in connection with the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any Tax Related Items. The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering statutory withholding rates or other applicable withholding rates in the Participant’s jurisdiction(s), including minimum or maximum applicable withholding rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent shares of Common Stock or, if not refunded, the Participant may be able to seek a refund from the applicable tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other tax-related items required deductions or payments related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, holding, or vesting or settlement of the DSUsStock Awards, the issuance of Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under Applicable Laws. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdiction, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Stock Award unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other of the Company and/or the Employer with respect to the Stock Awards. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Participant’s participation in the 2012 Plan and legally applicable to Director the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Furthermore, if any. Director further the Participant acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPSP Award, including, without limitationbut not limited to, the grant, vesting vesting, or settlement payment of the DSUs, the issuance of Shares, this PSP Award or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and issued in payment of the receipt of any dividends and/or Dividend EquivalentsPSP Award; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the PSP Award or any aspect of the DSUs Participant’s participation in the 2012 Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is If the Participant becomes subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable, Director agrees the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to make adequate arrangements satisfactory to Newmont to satisfy all withhold or account for (including report) Tax-Related ItemsItems in more than one jurisdiction. In this regard, Director authorizes Newmont or its agent The Company is authorized to satisfy the withholding for any applicable withholding obligations with regard to or all Tax-Related Items by withholding in arising from the granting, vesting, or payment of the PSP Award or sale of shares of Common Stock issued pursuant to the PSP Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from an PSP Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued upon settlement the full number of shares of Common Stock due to the DSU. In the event Participant at vesting, notwithstanding that such withholding in a number of shares of Common Stock is problematic held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this PSP Award, the sale of shares of Common Stock issued pursuant to the PSP Award or hypothetical withholding tax amounts if the Participant is covered under applicable a Company tax or securities law or has materially adverse accounting consequencesequalization policy, as the case may be, by Director’s acceptance the remittance of the DSUrequired amounts from any proceeds realized upon the open-market sale of the Common Stock received in payment of the vested PSP Award by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this authorization. Furthermore, he the Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding arising from the granting, vesting, or she authorizes and directs Newmont payment of this PSP Award, or sale of shares issued pursuant to withhold the PSP Award, as the case may be, by withholding from his or her wages the Participant’s wages, or other cash compensation paid to Director the Participant by Newmont the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the PSP Award Share Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax Related Items withholding. Shares of Common Stock deducted from the payment of this PSP Award in satisfaction of Tax-Related ItemsItems withholding shall be valued at the Fair Market Value of the Common Stock received in payment of the vested PSP Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. Newmont The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts (in accordance with Section 13(d) of the 2012 Plan) or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates rates. The Participant shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse If the Participant is covered by a Company tax equalization policy, the Participant also agrees to issue or deliver pay to the shares or Company any additional hypothetical tax obligation calculated and paid under the proceeds terms and conditions of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemssuch tax equalization policy.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Restricted Shares is and remains Directorthe Participant’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRestricted Shares, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRestricted Shares, the issuance delivery of the Shares, lapse of the transfer restrictions, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, Shares delivered at vesting and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Restricted Stock Grant to reduce or eliminate Directorthe Participant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director acknowledges that if Director Participant is subject to tax in more than one jurisdiction, Newmont Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Participant shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Participant authorizes Newmont the Company and the Employer, or its agent either of them, in such entity’s sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following: (i) requiring the Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Participant by Newmont the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise deliverable to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Directorthe Participant upon vesting of the Restricted Shares (on Participant’s jurisdiction(sbehalf and at Participant’s direction pursuant to this authorization), including maximum applicable rates the sale of Shares prior to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through such scheduled delivery date; (iv) withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares Shares acquired upon delivery of Common Stockthe Restricted Shares; or (v) withholding in Shares otherwise deliverable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or such other amount that will not cause avoid adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that are not satisfied by any of the means previously described. The Company may refuse to deliver the Shares to the Participant if Director the Participant fails to comply with any Participant’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Optionee shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Optionee authorizes Newmont or the Company and/or the Employer, in its agent sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) require the Optionee to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorOptionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Tax Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that canare not be satisfied by any of the means previously described. Newmont For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to issue or honor the exercise and refuse to deliver the shares or Shares to the proceeds of Optionee if the sale of shares of Common Stock, if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director The Employee acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsDeferred Stock Units, including, without limitation, including the grant, vesting or settlement payment of the DSUsthis Grant, the issuance receipt of Sharesany dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the DSUs Employee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Employee becomes subject to tax any Tax-Related Items in more than one jurisdictionjurisdiction between the Grant Date and the date of any relevant taxable event, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to any relevant taxable issue or tax withholding event, as applicable, Director agrees deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to make adequate arrangements satisfactory comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any withhold all applicable withholding obligations with regard to all Tax-Related Items legally due by withholding the Employee (or otherwise due by the Employee as set forth in shares of Common Stock to be issued upon settlement of this Section 5) and any theoretical taxes from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund Company and/or the Employer or from proceeds of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number sale of the shares of Common Stock are held back solely issued upon vesting of the Deferred Stock Units. Alternatively, or in addition, the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any theoretical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; (ii) instruct the broker it has selected for this purpose (on the purpose Employee’s behalf and at the Employee’s direction pursuant to this authorization without further consent) to sell any shares of paying Common Stock that the Employee acquires upon vesting of the Deferred Stock Units to meet the Tax-Related ItemsItems withholding obligation and any theoretical taxes, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of this Grant, as the case may be, through any other method established by the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Employee may elect the form of withholding in advance of any Tax-Related Items or any theoretical taxes withholding event and in the absence of the Employee’s election, the Company will withhold in Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any required withholding. Finally, Director the Employee agrees to pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items and any theoretical taxes that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont To avoid any negative accounting treatment or for any other reason, the Company may refuse to issue withhold or deliver the shares account for Tax-Related Items or the proceeds theoretical taxes by considering applicable minimum statutory withholding amounts (in accordance with Section 14(d) of the sale Plan) or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Deferred Stock Units, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common StockStock underlying the Grant, if Director fails to comply with any obligations in connection with notwithstanding that a number of Deferred Stock Units are held back solely for the purpose of paying the Tax-Related ItemsItems and/or any theoretical taxes due as a result of any aspect of the Employee’s participation in the Plan.

Withholding Taxes. Director acknowledges thatAs a condition to the grant and vesting of this Award and as further set forth in Sections 10.7 and 10.8 of the Plan, regardless the Employee hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company, the Employee’s employer (the “Employer”) and any other Affiliate) for the amount of any income tax, social insurance, payroll tax, or any other required deductions or payments related to the Employee’s participation in the Plan and legally payable by the Employee, if any, including any Tax Obligations (“Tax-Related Items”) which arise upon the grant or vesting of the Stock Awards under this Agreement, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Stock Awards or the Shares. Regardless of any action Newmont the Company or the Employer takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. The Employee is also solely responsible for filing all relevant documentation that may be required of the Employee in relation to his or her participation in the Plan or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company, the Employer or any Affiliate pursuant to Applicable Laws), such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Stock Awards, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director The Employee further acknowledges that Newmont the Company and the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsStock Awards, including, without limitation, including the grant, holding, or vesting or settlement of the DSUsStock Awards, the issuance of Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does do not commit to and are under no obligation to structure the terms of the grant Stock Awards or any aspect of the DSUs Stock Awards to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. The Employee also understands that Applicable Laws may require varying Share or Stock Award valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of the Employee under Applicable Laws. Further, Director acknowledges that if Director is the Employee has become subject to tax in more than one jurisdiction, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) or other Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Stock Awards unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding eventTax-Related Items and any other obligations of the Company and/or the Employer with respect to the Stock Awards. Absent an election by Employee described below in this paragraph, as applicable, Director agrees a portion of the Shares scheduled to make adequate arrangements satisfactory be issued pursuant to Newmont vested Stock Awards that have an aggregate fair market value sufficient to pay the Tax-Related Items shall be withheld to satisfy all such Tax-Related Items. In this regardFurthermore, Director the Company will cooperate with Employee to enable Employee to have Shares withheld to cover applicable withholding up to the maximum statutory rates as permitted by applicable law (i) to the extent it does not result in adverse accounting or other consequences to the Company and (ii) subject to Employee timely providing the Company with any documentation necessary to effect withholding up to such maximum. The Company will only withhold whole Shares and therefore the Employee also authorizes Newmont deduction without notice from salary or its agent other amounts payable to the Employee of cash in an amount sufficient to satisfy any applicable the Employer’s remaining tax withholding obligations with regard obligation. Notwithstanding the previous two sentences, the Employee may elect to all furnish to the Company written notice, no more than 30 days and no less than 5 days in advance of a scheduled Vesting Date (or other required withholding event), of his or her intent to satisfy the tax withholding requirement by remitting in cash or check the full amount of the tax withholding to the Company on the scheduled Vesting Date (or other required withholding event). In the event that the Employee provides such written notice and fails to satisfy the amounts required for the Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages Vesting Date (or other cash compensation paid to Director by Newmont to satisfy any applicable required withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(sevent), including maximum applicable rates the Company shall satisfy the tax withholding requirement pursuant to the extent permitted by the Plan, in which case Director may receive a refund first sentence of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stockthis paragraph. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common StockShares, for tax purposes, Director the Employee is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSUStock Awards, notwithstanding that a number of the shares of Common Stock are Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for due as a result of his or her the Employee’s participation in the Plan Plan. The Employee acknowledges and agrees that cannot be satisfied by the means previously described. Newmont Company may refuse to issue or deliver the shares Shares or the proceeds of the sale of shares of Common Stock, Shares if Director the Employee fails to comply with any his or her obligations in connection with the Tax-Related Items. In addition, the Employee further agrees that any cross-border cash remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Employee to provide to such entity certain information regarding the transaction.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont Xxxxx or your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, fringe benefits payroll tax, payroll fringe benefit tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“"Tax-Related Items”"), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains Director’s your responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Tyson and your Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsAward, including, without limitationincluding the grant of the Award, the grant, vesting or settlement of the DSUs, the issuance of SharesAward, the subsequent sale of any shares of Common Stock acquired pursuant to such issuance, the Award and the receipt of any dividends and/or Dividend Equivalents; or dividend equivalents and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Award to reduce or eliminate Director’s your liability for Tax-Related Items. Prior to the delivery of shares of Stock (or cash) upon the vesting of the Award, if your country of residence (and country of employment, if different) requires withholding of Tax-Related Items, Tyson shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock or achieve the cash equivalent. Depending on the withholding method specified in the Plan, Tyson may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Stock is prohibited under applicable law or otherwise may trigger adverse consequences to Tyson or your Employer, Tyson and your Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Stock in cash from your regular salary and/or wages or any particular tax resultother amounts payable to you, or may require you to personally make payment of the Tax-Related Items required to be withheld. FurtherIn the event the withholding requirements are not satisfied through the withholding of shares of Stock by Tyson or through the withholding of cash from your regular salary and/or wages or other amounts payable to you, Director acknowledges no shares of Stock will be issued to you (or your estate) upon vesting of the Award unless and until satisfactory arrangements (as determined by the Committee) have been made by you with respect to the payment of any Tax-Related Items that Tyson or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the obligation for your Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you shall be deemed to have been issued the full number of shares of Stock issuable upon vesting, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Award. You will pay to Tyson or your Employer any amount of Tax-Related Items that Tyson or your Employer may be required to withhold as a result of your participation in the Plan or your acquisition of shares of Stock that cannot be satisfied by the means described herein. Tyson may refuse to deliver any shares of Stock due upon vesting of the Award if Director is you fail to comply with your obligations in connection with the Tax-Related Items as described herein. If you are subject to tax taxation in more than one jurisdictioncountry, Newmont you acknowledge that Tyson, your Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry. Prior You hereby consent to any relevant taxable or tax withholding event, as applicable, Director agrees action reasonably taken by Tyson and your Employer to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations meet your obligation for Tax-Related Items. Newmont may withhold By accepting this Award, you expressly consent to the withholding of shares of Stock and/or withholding from your regular salary and/or wages or account other amounts payable to you as provided for hereunder. All other Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates related to the extent permitted by Award and any shares of Stock delivered in payment thereof shall be your sole responsibility; provided, however, if you are subject to Section 16 of the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to Exchange Act on the equivalent in Common Stock. If date the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stockare due, the Committee shall determine the method for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemstaxes.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s your participation in the Omnibus Plan and legally applicable to Director you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains Director’s your responsibility and may exceed the amount amount, if any, actually withheld by Newmontthe Company or the Employer. Furthermore, if any. Director further acknowledges you acknowledge that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Share Award or the underlying Shares, including, without limitationbut not limited to, the grant, vesting vesting, or settlement payment of the DSUs, the issuance of Shares, this Performance Share Award or the subsequent sale of shares Shares issued in payment of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsPerformance Share Award; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of your participation in the DSUs Omnibus Plan to reduce or eliminate Director’s your liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is If you are or become subject to tax Tax-Related Items in more than one jurisdiction, Newmont you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont the withholding for any or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the granting, vesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding in shares a number of Common Stock Shares as described herein, for tax purposes, you shall be deemed to be have been issued upon settlement the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the DSUrequired amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. In Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the event that such Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding in shares arising from the granting, vesting, or payment of Common Stock is problematic under applicable tax this Performance Share Award, or securities law or has materially adverse accounting consequencessale of Shares issued pursuant to the Performance Share Award, as the case may be, by Director’s acceptance of the DSUwithholding from your wages, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director you by Newmont the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax-Related ItemsItems withholding. Newmont Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related Items withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum applicable rates in your jurisdiction(s). You shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse If you are covered by a Company tax equalization policy, you also agree to issue or deliver pay to the shares or Company any additional hypothetical tax obligation calculated and paid under the proceeds terms and conditions of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemssuch tax equalization policy.

Withholding Taxes. Director The Employee acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsDeferred Stock Units, including, without limitation, including the grant, vesting or settlement of the DSUsDeferred Stock Units, the issuance receipt of Sharesany dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the DSUs Employee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to any relevant taxable issue or tax withholding event, as applicable, Director agrees deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to make adequate arrangements satisfactory comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any applicable withholding obligations with regard to all Tax-Related Items legally due by withholding the Employee (or otherwise due by the Employee as set forth in shares of Common Stock to be issued upon settlement of this paragraph 5) and any hypothetical taxes from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units, in which case, the Company may instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to Director this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law. Alternatively, or in addition, the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any hypothetical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; and/or (ii) satisfy the Tax-Related Items and any hypothetical taxes arising from the vesting of the Deferred Stock Units through any other method established by Newmont the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in shares of Common Stock issuable at vesting of the Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related ItemsItems and any hypothetical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding rates (in accordance with Section 14(d) of the Plan) or other withholding rates, including minimum rates or maximum rates applicable withholding rates in Directorthe Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director the Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director the Employee is deemed to have been issued the full number of shares of Common Stock subject to underlying the vested DSUGrant, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for and/or hypothetical taxes due as a result of his or her any aspect of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsPlan.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director acknowledges that if Director Optionee is subject to tax in more than one jurisdiction, Newmont Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Optionee shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Optionee authorizes Newmont the Company and the Employer, or its agent either of them, in such entity’s sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) requiring the Optionee to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorOptionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Tax Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that canare not be satisfied by any of the means previously described. Newmont For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to issue or honor the exercise and refuse to deliver the shares or Shares to the proceeds of Optionee if the sale of shares of Common Stock, if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains Directorthe Participant’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRSUs, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRSUs, the issuance delivery of the Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSUs to reduce or eliminate Directorthe Participant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Participant shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Participant authorizes Newmont or the Company and/or the Employer, in its agent sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following: (i) require the Participant to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates payable to the extent permitted Participant by the Plan, in which case Director may receive a refund Company and/or the Employer; (iii) arranging for the sale of any over-withheld amount in cash and will have no entitlement Shares otherwise issuable to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number Participant upon vesting of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees RSUs (on Participant’s behalf and at Participant’s direction pursuant to pay to Newmont, including through this authorization); (iv) withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares Shares acquired upon vesting of Common Stockthe RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy the minimum statutory withholding amount (or if Director there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that are not satisfied by any of the means previously described. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount. The Company may refuse to deliver the Shares to the Participant if the Participant fails to comply with any Participant’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director acknowledges that, regardless of any action Newmont takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Depending on the withholding method, Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.

Withholding Taxes. Director Executive acknowledges thatthe existence of federal, regardless of any action Newmont takes state, local and foreign income tax and employment tax withholding obligations with respect to the Restricted Stock and agrees that such obligations must be met. If Executive properly elects, within the period permitted under Section 83(b) of the Code after the date on which the shares of Restricted Stock are transferred to Executive, to be taxed with respect to all or any portion of such shares as of the date of transfer rather than the date or all dates upon which Executive would otherwise be taxable under Section 83(a) of the Code, Executive shall file a copy of such election with Newmont within the period prescribed by the Treasury Regulations promulgated under Section 83(b) of the Code, and Executive agrees to pay to Newmont in cash at the time of such election any taxes required to be withheld with respect to such shares. To the extent that the immediately preceding sentence does not apply, upon the expiration or termination of the Vesting Period or any portion thereof with respect to shares of Restricted Stock, or upon such other date as of which the value of any shares of Restricted Stock first becomes includible in Executive’s gross income taxfor tax purposes (such shares, social insurancethe “Vested Stock”), fringe benefits taxExecutive hereby (a) directs Newmont to deliver on behalf of Executive to Mellon Investor Services, payroll taxor its successors or assigns, payment on account or such other tax-related items related entity that may be designated by Newmont for such purpose from time to Director’s participation in time (the Plan and legally applicable to Director (“Tax-Related ItemsDesignated Entity”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed number of shares of vested Restricted Stock that will result in proceeds at least equal to the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items withholding taxes due in connection with any aspect respect of the DSUsvested Restricted Stock, including, without limitation, and (b) directs the grant, vesting Designated Entity (or settlement its designated broker) to sell such shares on behalf of Executive and to deliver to Newmont a portion of the DSUsproceeds from such sale equal to the amount of such withholding taxes in respect of such vested Restricted Stock (or portion thereof); provided, however, that if the issuance of Shares, the subsequent Newmont Committee determines that such a sale of shares of Common vested Restricted Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant would or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold prohibited by Newmont’s Stock Trading Policy or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy by any applicable withholding obligations with regard to all Tax-Related Items by withholding law, regulation or rule, such shares shall not be sold in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive manner described above but instead a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number portion of the shares of Common vested Restricted Stock shall be withheld by Newmont and returned to Newmont’s Treasury Account in satisfaction of such applicable withholding taxes (based on the minimum statutory tax withholding rates that are held back solely applicable to supplemental taxable income); provided further, however, that, in lieu of any such sale or retention of shares, Executive may elect to pay any such taxes to Newmont in cash by filing written notice of such election with Newmont not less than five (5) days prior to the date any shares of Restricted Stock become vested Restricted Stock and remitting such payment to Newmont not later than such date. Notwithstanding the foregoing, the Newmont Committee may, in its sole discretion, require Executive to agree to not make an election pursuant to Section 83(b) of the Code as a condition for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds receipt of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsRestricted Stock hereunder.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont takes the Company and/or the Subsidiary employing the Participant (the “Employer”) take with respect to any or all income tax (including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, fringe benefits tax, payroll tax, payment on account tax or other tax-related items related to Directorthe Participant’s participation in the Plan and legally applicable to Director the Participant (“Tax-Related Items”), the Participant hereby acknowledges that the ultimate liability for all Tax-Related Items with respect to the Participant’s grant of Restricted Stock Units, vesting of the Restricted Stock Units, or the issuance of Shares (or payment of cash, as applicable) in settlement of vested Restricted Stock Units is and remains Directorthe Participant’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Participant further acknowledges that Newmont the Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRestricted Stock Units, including, without limitationincluding the grant of the Restricted Stock Units, the grant, vesting or settlement of the DSUsRestricted Stock Units, the issuance of SharesShares in settlement of the Restricted Stock Units, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsany dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant Award or any aspect of the DSUs Restricted Stock Units to reduce or eliminate Directorthe Participant’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, Director acknowledges that if Director is the Participant has become subject to tax in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Participant shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Director the Participant hereby authorizes Newmont the Company and/or the Employer, or its agent their respective agents, in their sole discretion and without any notice to or authorization by the Participant, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges thatExcept as otherwise provided in this ----------------- Agreement, regardless any and all payments by any Loan Party to or for the account of any action Newmont takes Lender, any of the Agents or the Fronting Bank hereunder or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, each of the Agents, or the --------- Fronting Bank (as applicable), taxes imposed on or measured by its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender (or its Applicable Lending Office), such of the Agents, or the Fronting Bank (as the case may be) is organized, located or doing business or any political subdivision thereof (all such non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If a Loan Party shall be ----- required by law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender, any of the Agents, or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director Fronting Bank (“Tax-Related Items”as applicable), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 6.6) such Lender, ----------- such of the DSUsAgents, includingor the Fronting Bank (as applicable) receives an amount equal to the sum it would have received had no such deductions been made, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit the applicable Loan Party shall make such deductions, (iii) the applicable Loan Party shall pay the full amount deducted to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages taxing authority or other cash compensation paid authority in accordance with applicable law, and (iv) the applicable Loan Party shall furnish to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold Administrative Agent the original or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund certified copy of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemsreceipt evidencing payment thereof.

Withholding Taxes. Director The Optionee acknowledges that, regardless of any action Newmont takes with respect to any taken by the Company or the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social insurancesecurity, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Optionee’s participation in the Plan and legally applicable to Director him or her (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Directorthe Optionee’s responsibility and may exceed the amount actually withheld by Newmont, if anythe Company or the Employer. Director The Optionee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsthis Option, including, without limitation, the grant, vesting or settlement exercise of the DSUsthis Option, the issuance of SharesShares upon exercise of this Option, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, issuance and the receipt of any dividends and/or Dividend Equivalentsdividends; and (iib) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Related Items or achieve any particular tax result. FurtherFurthermore, Director acknowledges that if Director the Optionee is subject to tax Tax-Related Items in more than one jurisdiction, Newmont the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director the Optionee agrees to make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Director the Optionee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits taxprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related items related withholding attributable to Director’s participation or payable in connection with or pursuant to the Plan and legally applicable to Director grant, vesting, release or assignment of any RSU (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains Directorthe Participant’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRSUs, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRSUs, the issuance delivery of the Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSUs to reduce or eliminate Directorthe Participant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Participant has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Participant acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of the issuance of Shares upon vesting of the RSU, the Company and/or the Employer shall be entitled to any relevant taxable or tax withholding event, as applicable, Director withhold and Participant agrees to pay, or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Director the Participant authorizes Newmont or the Company and/or the Employer, in its agent sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by Participant (with respect to the award granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the following: (i) require the Participant to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Participant by Newmont the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to the Participant upon vesting of the RSUs (on Participant’s behalf and at Participant’s direction pursuant to this authorization); (iv) withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Participant shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in to HMRC with respect to the Plan event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. Newmont may refuse to issue If payment or deliver the shares or the proceeds withholding is not made within 90 days of the sale Chargeable Event (the “Due Date”), Participant agrees that the amount of shares any uncollected Tax-Related Items shall (assuming Participant is not a director or executive officer of Common Stockthe Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Participant to the Employer, effective on the Due Date. Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Director Participant fails to comply with any Participant’s obligations in connection with the Tax-Related ItemsItems as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan. For the avoidance of doubt, in no event will the Company and/or Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Participant have the right to require the Company and/or Employer to withhold more than such amount.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits taxprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related items related withholding attributable to Director’s participation or payable in connection with or pursuant to the Plan and legally applicable to Director grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to any relevant taxable or tax withholding event, as applicable, Director withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Director the Optionee authorizes Newmont or the Company and/or the Employer, in its agent sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by Optionee (with respect to the Option granted hereby as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) require the Optionee to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorOptionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in to HMRC with respect to the Plan event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. Newmont may refuse to issue If payment or deliver the shares or the proceeds withholding is not made within 90 days of the sale Chargeable Event (the “Due Date”), Optionee agrees that the amount of shares any uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of Common Stockthe Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Related ItemsItems as described in this Section, the Company may refuse to honor the exercise and refuse to deliver the Shares acquired under the Plan. For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount.

Withholding Taxes. Director The Participant acknowledges that, regardless of any action Newmont takes with respect to taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation withholding or liability in connection with any aspect of the Plan and legally applicable to Director RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmontthe Corporation or the Employing Company. Furthermore, if any. Director further the Participant acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsItems; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or to achieve any particular tax result. Further, Director acknowledges that if Director is the Participant has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Newmont the Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Participant shall pay or make adequate arrangements satisfactory to Newmont the Corporation and/or the Employing Company to satisfy all Tax-Related Items. In this regard, Director the Participant authorizes Newmont the Corporation and/or the Employing Company, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Participant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted Participant by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to Corporation and/or the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through Employing Company; (2) withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares Shares issued upon vesting of Common Stockthe RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Participant’s behalf pursuant to this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon vesting of the RSUs. If the Corporation gives the Participant the power to choose the withholding method, if Director fails to comply with any obligations and the Participant does not make a choice, then the Corporation will at its discretion withhold in connection with the Tax-Related ItemsShares as stated in alternative (3) herein.

Withholding Taxes. Director The Participant acknowledges that, regardless of any action Newmont takes with respect to taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation withholding or liability in connection with any aspect of the Plan and legally applicable to Director RSUs, including the grant, vesting, or settlement of the RSUs or the subsequent sale of Shares (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmontthe Corporation or the Employing Company. Furthermore, if any. Director further the Participant acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsItems; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or to achieve any particular tax result. Further, Director acknowledges that if Director is the Participant has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Newmont the Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Participant shall pay or make adequate arrangements satisfactory to Newmont the Corporation and/or the Employing Company to satisfy all Tax-Related Items. In this regard, Director the Participant authorizes Newmont the Corporation and/or the Employing Company, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Participant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director Participant by Newmont the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Participant’s behalf pursuant to satisfy any applicable this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding obligations for Tax-Related Itemsin Shares to be issued upon vesting of the RSUs. Newmont If the Corporation gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the Corporation will at its discretion withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates. If the Corporation withholds at a rate other than the minimum statutory rate, including such as the maximum applicable rates to withholding rate, then the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount shall be paid in cash and the Participant will have no entitlement to the equivalent in Common StockStock equivalent. If the obligation for Tax-Related Items is are satisfied by withholding in shares Shares issuable upon vesting of Common Stockthe RSUs, for tax purposes, Director the Participant is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSURSUs, notwithstanding that a number of the shares of Common Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Participant shall pay to Newmont, including through withholding from cash compensation paid to him the Corporation or her by Newmontthe Employing Company, any amount of Tax-Related Items that Newmont may be required to withhold or account for due as a result of his or her any aspect of the Participant’s participation in the Plan Plan. The Participant understands that cannot be satisfied by the means previously described. Newmont may refuse to issue no Shares or deliver the shares or the proceeds of from the sale of shares Shares shall be delivered to Participant, notwithstanding the lapse of Common Stockthe restrictions on the RSUs, unless and until the Participant shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 12 to the contrary, if Director fails the RSUs are considered nonqualified deferred compensation subject to comply with any obligations in connection Section 409A, the fair market value of the Shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont Company or Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains DirectorParticipant’s responsibility and may exceed that Company and/or the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Employer (i1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsOption grant, including, without limitation, including the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii2) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate DirectorParticipant’s liability for Tax-Tax- Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any relevant taxable exercise of the Option, Participant will pay or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont Company and/or the Employer to satisfy all Tax-Related Itemswithholding and payment on account obligations of Company and/or the Employer. In this regard, Director Participant authorizes Newmont or its agent Company and/or the Employer to satisfy any withhold all applicable withholding obligations with regard to all Tax-Related Items legally payable by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold Participant from his or her wages or other cash compensation paid to Director Participant by Newmont Company and/or the Employer or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, Company may (1) sell or arrange for the sale of Shares that Participant acquires to satisfy any applicable meet the withholding obligations obligation for Tax-Related Items. Newmont may , and/or (2) withhold or account for Tax-Related Items by considering applicable in Shares, provided that Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Itemsamount. Finally, Director agrees to Participant will pay to Newmont, including through withholding from cash compensation paid to him Company or her by Newmont, the Employer any amount of Tax-Related Items that Newmont Company or the Employer may be required to withhold or account for as a result of his or her Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. Newmont Company may refuse to issue or honor the exercise and refuse to deliver the shares or the proceeds of the sale of shares of Common Stock, Shares if Director Participant fails to comply with any his or her obligations in connection with the Tax-Related ItemsItems as described in this section.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges the Company or the Employer and that Newmont the Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director acknowledges that if Director the Optionee is subject to tax in more than one jurisdiction, Newmont the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Optionee shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Optionee authorizes Newmont the Company and the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Tax Related Items legally payable by withholding in shares of Common Stock the Optionee (with respect to be issued upon settlement the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the DSU. In following: (i) requiring the event that such Optionee to pay Tax Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorcash from the Optionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any the statutory withholding amount (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding obligations for Tax-Related Itemsrules promulgated by the Internal Revenue Service or another applicable governmental entity) using the Fair Market Value of the Shares on the date of the relevant taxable event; or (vi) any method determined by the Committee to be in compliance with applicable laws. Newmont Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum rates applicable rates to in the extent permitted by the PlanOptionee’s jurisdiction, in which case Director the Optionee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common StockShare equivalent. If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of Common StockShares, for tax purposes, Director the Optionee is deemed to have been issued the full number member of shares Shares issued upon exercise of Common Stock subject to the vested DSUOption, notwithstanding that a number member of the shares of Common Stock are Shares is held back solely for the purpose of paying the Tax-Tax Related Items. Finally, Director The Optionee agrees to pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Tax Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Optionee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or deliver to the shares Optionee any Shares or the proceeds of from the sale of shares of Common StockShares, if Director the Optionee fails to comply with any his or her obligations in connection with the Tax-Tax Related Items.

Withholding Taxes. Director The Participant acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Participant’s participation in the Plan and legally applicable to Director the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Participant further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsLTI Grant, including, without limitationincluding the vesting or payment of any Award relating to the LTI Grant, the grantreceipt of any dividends or cash payments in lieu of dividends, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant LTI Grant or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy the withholding for any or all Tax-Related ItemsItems arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. In If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this regardauthorization without further consent. Furthermore, Director authorizes Newmont or its agent the Company and/or the Employer are authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, or sale of shares issued pursuant to the Award, as the case may be, by withholding in shares of Common Stock to be issued upon settlement of from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director the Participant by Newmont the Company and/or the Employer. If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax Related Items. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related ItemsItems shall be valued at the Fair Market Value of the Common Stock received in payment of the Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. Newmont If the Participant is covered by a Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Depending upon the withholding method, the Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Directorthe Participant’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Planrates, in which case Director the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Participant shall pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or deliver the shares or Common Stock if the proceeds of the sale of shares of Common Stock, if Director Participant fails to comply with any obligations in connection with the his or her Tax-Related ItemsItems obligations.

Withholding Taxes. Director acknowledges that, regardless (a) All payments made by or on behalf of any action Newmont takes with respect to Loan Party hereunder or under any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account note or other tax-related items related Loan Document, including any amount paid pursuant to Director’s participation this Section 16(a), will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the Plan and legally applicable to Director (“Tax-Related Items”)event any deduction or withholding of Taxes is required on any payment hereunder or under any other Loan Document, the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed Loan Parties shall comply with the amount actually withheld by Newmontnext sentence of this Section 16(a). If any Taxes are so levied or imposed or otherwise required to be deducted or withheld, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment Loan Parties shall notify Agent of any Tax-Related Items in connection with any aspect such requirement as soon as the applicable Loan Party becomes aware of the DSUsit, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit the Loan Parties shall pay any such Tax before the date on which penalties attach thereto, such payment to and are under no obligation be made (if the liability to structure the terms of the grant pay is imposed on any Loan Party) for its own account or (if that liability is imposed on Agent or any aspect Lender or Participant, as the case may be) on behalf of and in the DSUs name of such Agent or such Lender or Participant, (iii) the sum payable by such Loan Party in respect of which the relevant deduction, withholding or payment is required shall be increased to reduce the extent necessary to ensure that after the making of that deduction, withholding or eliminate Director’s liability for Tax-Related Items payment, such Agent or achieve any particular tax result. FurtherLender, Director acknowledges as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; provided, however, that if Director is subject to tax in more than one jurisdiction, Newmont may the Loan Parties shall not be required to withhold increase any such amounts if the increase in such amount payable results from Agent’s or account for Tax-Related Items in more than one such Lender’s or Participant’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Prior The Loan Parties will furnish to Agent as promptly as possible after the date the payment of any relevant taxable or Tax is due pursuant to Applicable Law, certified copies of tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that receipts evidencing such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted payment by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsLoan Parties.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Corporation or the Employing Company takes with respect to any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed his or her responsibility. Furthermore, the amount actually withheld by Newmont, if any. Director further Grantee acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRestricted Stock Grant, including, without limitationincluding the grant or vesting of the Restricted Stock, the grant, vesting receipt of dividends or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsShares; and (iib) does do not commit to and are under no obligation to structure the terms of the grant Restricted Stock Grant or any aspect of the DSUs Grantee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items. Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the Employing Company. In this regard, the Grantee shall pay any Tax-Related Items directly to the Corporation or achieve any particular tax result. Furtherthe Employing Company in cash upon request and, Director acknowledges that if Director is subject permitted by the Corporation, the Grantee may pay the Tax-Related Items by delivering to tax the Corporation shares of its common stock having a Fair Market Value (as defined in more than one jurisdiction, Newmont may be required the Plan) equal to withhold or account the amount of the obligation for Tax-Related Items in more than one jurisdictionto be so satisfied. Prior to any relevant taxable or tax withholding eventIn addition, as applicablethe Grantee authorizes the Corporation and/or the Employing Company, Director agrees to make adequate arrangements satisfactory to Newmont at their discretion, to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Grantee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director Grantee by Newmont the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of unrestricted Shares to satisfy any applicable be delivered to the Grantee upon vesting under Section 6 above, on the Grantee’s behalf and at the Grantee’s direction pursuant to this authorization, through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) with a Fair Market Value equal to the amount required to be withheld; or (3) withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items Shares from the Restricted Stock held in custody by considering applicable the Corporation with a Fair Market Value equal to the amount of the aggregate minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the minimum obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Grantee shall pay to Newmont, including through withholding from cash compensation paid to him the Corporation or her by Newmont, the Employing Company any amount of Tax-Related Items that Newmont the Corporation or the Employing Company may be required to withhold or account for as a result of his or her Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by the means previously described. Newmont may refuse The Grantee understands that no Shares shall be delivered to issue or deliver Grantee, notwithstanding the shares or the proceeds lapse of the sale of shares of Common Stockrestrictions thereon, if Director fails to comply with unless and until the Grantee shall have satisfied any obligations in connection with the obligation for Tax-Related ItemsItems with respect thereto as provided herein.

Withholding Taxes. Director acknowledges thatThe Borrower and Canadian Borrower hereby agree that (a) any and all payments made by the Borrower and/or the Canadian Borrower hereunder and under the other Loan Documents shall be made free and clear of, regardless and without deduction for, any and all taxes, levies, fees, duties, imposts, deductions, charges or withholdings of any action Newmont takes with respect to any or all income taxnature whatsoever, social insuranceexcluding, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”)case of the Agents or the Banks or any holder of the Notes, the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations taxes imposed on, or undertakings regarding the treatment measured by, its net income or profits, (ii) franchise taxes imposed on it, (iii) taxes imposed by any jurisdiction as a direct consequence of it, or any Tax-Related Items in of its affiliates, having a present or former connection with any aspect of the DSUssuch jurisdiction, including, without limitation, the grantbeing organized, vesting existing or settlement of the DSUsqualified to do business, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to doing business or maintaining a permanent establishment or office in such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required (iv) taxes imposed by reason of its failure to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy comply with any applicable certification, identification, information, documentation or other reporting requirement, or (v) any backup withholding obligations with regard (all such non-excluded taxes being hereinafter referred to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSUas "Indemnifiable Taxes"). In the event that any withholding or deduction from any payment to be made by the Borrower or the Canadian Borrower hereunder is required in respect of any Indemnifiable Taxes pursuant to any applicable law, or governmental rule or regulation, then the Borrower or the Canadian Borrower will (i) direct to the relevant taxing authority the full amount required to be so withheld or deducted, (ii) forward to the applicable Agent for delivery to the applicable Bank an official receipt or other documentation satisfactory to the applicable Agent and the applicable Bank evidencing such payment to such taxing authority, and (iii) direct to the applicable Agent for the account of the applicable Banks such additional amount or amounts as is necessary to ensure that the net amount actually received by each relevant Bank will equal the full amount such Bank would have received had no such withholding in shares of Common Stock is problematic under or deduction (including any Indemnifiable Taxes on such additional amounts) been required. Moreover, if any Indemnifiable Taxes are directly asserted against the applicable tax Agent or securities law any Bank with respect to any payment received by the Agents or has materially adverse accounting consequences, such Bank by Director’s acceptance reason of the DSUBorrower's or the Canadian Borrower's failure to properly deduct and withhold such Indemnifiable Taxes from such payment, he the applicable Agent or she authorizes such Bank may pay such Indemnifiable Taxes and directs Newmont to withhold from his the Borrower or her wages the Canadian Borrower will promptly pay all such additional amounts (including any penalties, interest or other cash compensation paid to Director reasonable expenses) as are necessary in order that the net amount received by Newmont to satisfy such Person after the payment of such Indemnifiable Taxes (including any applicable withholding obligations for Tax-Related ItemsIndemnifiable Taxes on such additional amount) shall equal the amount such Person would have received had not such Indemnifiable Taxes been asserted. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to Any such payment shall be made promptly after the extent permitted receipt by the PlanBorrower or the Canadian Borrower from the applicable Administrative Agent or such Bank, as the case may be, of a written statement setting forth in which case Director may receive a refund reasonable detail the amount of any over-withheld amount in cash the Indemnifiable Taxes and will have no entitlement to the equivalent in Common Stockbasis of the claim. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares Borrower or the proceeds Canadian Borrower shall pay any taxes or make any payments with respect to any taxes which are not Indemnifiable Taxes, then the applicable Agent or the Bank which has received any such payment or with respect to which any such payment was made shall reimburse the Borrower or the Canadian Borrower, within five (5) Business Days of request by such Person, the sale of shares of Common Stockamount so paid by such Person, if Director fails together with interest at the rate then applicable to comply with any obligations in connection with Base Rate Loans from the Tax-Related Itemsdate such amounts were paid by such Person.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or any other tax-related items required deductions or payments related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee (“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by the Employee is and remains Directorthe Employee’s responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting of the Performance Shares, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Director Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Shares, including, without limitation, including the grant, holding, or vesting or settlement of the DSUs, the issuance of Performance Shares, the holding or subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, under the Plan and the receipt of any dividends and/or Dividend Equivalentsdividends, if any; and (iib) does not commit to and are is under no obligation to structure the terms of the grant Performance Shares or any aspect of the DSUs Performance Shares to reduce or eliminate Directorthe Employee’s liability for Tax-Related Items Items, or achieve any particular tax result. Employee also understands that applicable laws may require varying Share or Performance Share valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Employee under applicable laws. Further, Director acknowledges that if Director is Employee has become subject to tax in more than one jurisdiction, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior No payment will be made to the Employee (or his or her estate) in relation to the Performance Shares unless and until satisfactory arrangements (as determined by the Committee) have been made by the Employee with respect to the payment of any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related ItemsItems and any other obligations of the Company and/or the Employer with respect to the Performance Shares. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont Xxxxx or your Employer takes with respect to any or all income taxtax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“"Tax-Related Items”"), you acknowledge and agree that the ultimate liability for all Tax-Related Items legally due by you is and remains Director’s your responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Tyson and your Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsAward, including, without limitationincluding the grant of the Award, the grant, vesting or settlement of the DSUs, the issuance of SharesAward, the subsequent sale of any shares of Common Stock acquired pursuant to such issuance, the Award and the receipt of any dividends and/or Dividend Equivalents; or dividend equivalents and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Award to reduce or eliminate Director’s your liability for Tax-Related Items. Prior to the delivery of shares of Stock (or cash) upon the vesting of the Award, if your country of residence (and country of employment, if different) requires withholding of Tax-Related Items, Tyson shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the vesting of the Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the shares of Stock or achieve the cash equivalent. Depending on the withholding method specified in the Plan, Tyson may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates. The cash equivalent of the shares of Stock withheld will be used to settle the obligation to withhold the Tax-Related Items. In the event that the withholding of shares of Stock is prohibited under applicable law or otherwise may trigger adverse consequences to Tyson or your Employer, Tyson and your Employer may withhold the Tax-Related Items required to be withheld with respect to the shares of Stock in cash from your regular salary and/or wages or any particular tax resultother amounts payable to you, or may require you to personally make payment of the Tax-Related Items required to be withheld. FurtherIn the event the withholding requirements are not satisfied through the withholding of shares of Stock by Tyson or through the withholding of cash from your regular salary and/or wages or other amounts payable to you, Director acknowledges no shares of Stock will be issued to you (or your estate) upon vesting of the Award unless and until satisfactory arrangements (as determined by the Committee) have been made by you with respect to the payment of any Tax-Related Items that Tyson or your Employer determines, in its sole discretion, must be withheld or collected with respect to such Award. If the obligation for your Tax-Related Items is satisfied by withholding a number of shares of Stock as described herein, you shall be deemed to have been issued the full number of shares of Stock issuable upon vesting, notwithstanding that a number of the shares of Stock is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the Award. You will pay to Tyson or your Employer any amount of Tax-Related Items that Tyson or your Employer may be required to withhold as a result of your participation in the Plan or your acquisition of shares of Stock that cannot be satisfied by the means described herein. The Company may refuse to deliver any shares of Stock due upon vesting of the Award if Director is you fail to comply with your obligations in connection with the Tax-Related Items as described herein. If you are subject to tax taxation in more than one jurisdictioncountry, Newmont you acknowledge that Tyson, your Employer or one or more of their respective Affiliates may be required to withhold or account for Tax-Related Items in more than one jurisdictioncountry. Prior You hereby consent to any relevant taxable or tax withholding event, as applicable, Director agrees action reasonably taken by Tyson and your Employer to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations meet your obligation for Tax-Related Items. Newmont may withhold By accepting this Award, you expressly consent to the withholding of shares of Stock and/or withholding from your regular salary and/or wages or account other amounts payable to you as provided for hereunder. All other Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates related to the extent permitted by the Plan, in which case Director may receive a refund of Award and any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may delivered in payment thereof shall be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemsyour sole responsibility.

Withholding Taxes. Director The Employee acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employee’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Employee’s participation in the Plan and legally applicable to Director the Employee or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Employee even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Employee further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsDeferred Stock Units, including, without limitation, including the grant, vesting or settlement of the DSUsDeferred Stock Units, the issuance receipt of Sharesany dividends or cash payments in lieu of dividends, or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Deferred Stock Units or any aspect of the DSUs Employee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Employee becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Employee acknowledges and agrees that the Company may refuse to any relevant taxable issue or tax withholding event, as applicable, Director agrees deliver shares of Common Stock upon vesting of the Deferred Stock Units if Employee fails to make adequate arrangements satisfactory comply with his or her Tax-Related Items obligations or the Company has not received payment in a form acceptable to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “hypothetical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director the Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any applicable withholding obligations with regard to all Tax-Related Items legally due by withholding the Employee (or otherwise due by the Employee as set forth in shares of Common Stock to be issued upon settlement of this paragraph 5) and any hypothetical taxes from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued upon vesting of the Deferred Stock Units, in which case, the Company may instruct the broker it has selected for this purpose (on the Employee’s behalf and at the Employee’s direction pursuant to Director this authorization without further consent) to sell any shares of Common Stock that the Employee acquires upon vesting of the Deferred Stock Units, except to the extent that such a sale would violate any U.S. federal securities law or other applicable law. Alternatively, or in addition, the Company may (i) deduct the number of Deferred Stock Units having an aggregate value equal to the amount of Tax-Related Items and any hypothetical taxes due from the total number of Deferred Stock Units awarded, vested, paid or otherwise becoming subject to current taxation; and/or (ii) satisfy the Tax-Related Items and any hypothetical taxes arising from the vesting of the Deferred Stock Units through any other method established by Newmont the Company. Notwithstanding the foregoing, if the Employee is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in shares of Common Stock issuable at vesting of the Deferred Stock Units upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for required withholding. Finally, the Employee agrees to pay to the Company or the Employer any amount of Tax-Related ItemsItems and any hypothetical taxes that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding rates (in accordance with Section 14(d) of the Plan) or other withholding rates, including minimum rates or maximum rates applicable withholding rates in Directorthe Employee’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director the Employee may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common StockStock or, if not refunded, the Employee may be able to seek a refund from the applicable tax authorities. In the event of under-withholding, the Employee may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director the Employee is deemed to have been issued the full number of shares of Common Stock subject to underlying the vested DSUGrant, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for and/or hypothetical taxes due as a result of his or her any aspect of the Employee’s participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsPlan.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Participant (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the RSUs is and remains Directorthe Participant’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges the Company or the Employer and that Newmont the Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsRSUs, including, without limitationbut not limited to, the grant, grant or vesting or settlement of the DSUsRSUs, the issuance delivery of the Shares, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, at vesting and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSUs to reduce or eliminate Directorthe Participant’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director acknowledges that if Director the Participant is subject to tax in more than one jurisdiction, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Tax Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Participant shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Participant authorizes Newmont the Company and the Employer, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all Tax-Tax Related Items legally payable by withholding in shares of Common Stock the Participant (with respect to be issued upon settlement the RSUs granted hereunder as well as any equity awards previously received by the Participant under any Company stock plan) by one or a combination of the DSU. In following: (i) requiring the event that such Participant to pay Tax Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorcash from the Participant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Participant by Newmont the Company and/or the Employer; (iii) arranging for the sale of Shares otherwise issuable to the Participant upon payment of the RSUs (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization), including the sale of Shares prior to such scheduled payment date; (iv) withholding from the proceeds of the sale of Shares acquired upon payment on the RSUs; (v) withholding in Shares otherwise issuable to the Participant, provided that the Company withholds only the amount of Shares necessary to satisfy any the statutory withholding amount (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding obligations for Tax-Related Itemsrules promulgated by the Internal Revenue Service or another applicable governmental entity) using the Fair Market Value of the Shares on the date of the relevant taxable event; or (vi) any method determined by the Committee to be in compliance with applicable laws. Newmont Depending on the withholding method, the Company and/or Employer may withhold or account for Tax-Tax Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum rates applicable rates to in the extent permitted by the PlanParticipant’s jurisdiction, in which case Director the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common StockShare equivalent. If the obligation for Tax-Tax Related Items is satisfied by withholding in shares of Common StockShares, for tax purposes, Director the Participant is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSURSUs, notwithstanding that a number of the shares of Common Stock are Shares is held back solely for the purpose purposes of paying the Tax-Tax Related Items. Finally, Director The Participant agrees to pay to Newmont, including through withholding from cash compensation paid to him the Company or her by Newmont, the Employer any amount of Tax-Tax Related Items that Newmont the Company and/or the Employer may be required to withhold or account for as a result of his or her the Participant’s participation in the Plan that cannot be satisfied by the means previously described. Newmont The Company may refuse to issue or deliver to the shares Participant any Shares or the proceeds of from the sale of shares of Common Stock, Shares if Director the Participant fails to comply with any the Participant’s obligations in connection with the Tax-Tax Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Corporation or the Employing Company takes with respect to any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed his or her responsibility. Furthermore, the amount actually withheld by Newmont, if any. Director further Grantee acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRSUs, including, without limitation, including the grant, vesting vesting, or settlement of the DSUs, the issuance of Shares, RSUs or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsShares; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the DSUs Grantee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdictionItems. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Grantee shall pay or make adequate arrangements satisfactory to Newmont the Corporation and/or the Employing Company to satisfy all Tax-Related Itemswithholding obligations of the Corporation and/or the Employing Company. In this regard, Director the Grantee authorizes Newmont or its agent the Corporation and/or the Employing Company, at their discretion, to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Grantee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director Grantee by Newmont the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient number of Shares issued upon vesting of the RSUs, on the Grantee’s behalf and at the Grantee’s direction pursuant to satisfy any applicable this authorization, through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld; or (3) withholding obligations for Tax-Related Items. Newmont may withhold or account for from the Shares otherwise issuable to the Grantee the number of Shares with a Fair Market Value, as defined in the Plan, on the date the restrictions lapse equal to the amount of the aggregate minimum amount of Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stockbe so satisfied. If the obligation for Tax-Related Items is are satisfied by withholding in shares reducing the number of Common StockShares issuable upon vesting of the RSUs, for tax purposes, Director the Grantee is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSURSUs, notwithstanding that a number of the shares of Common Stock are Shares is held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Grantee shall pay to Newmont, including through withholding from cash compensation paid to him the Corporation or her by Newmont, the Employing Company any amount of Tax-Related Items that Newmont the Corporation or the Employing Company may be required to withhold or account for as a result of his or her Grantee’s participation in the Plan or Grantee’s acquisition of Shares that cannot be satisfied by the means previously described. Newmont may refuse The Grantee understands that no Shares shall be delivered to issue or deliver Grantee, notwithstanding the shares or the proceeds lapse of the sale of shares of Common Stockrestrictions on the RSUs, if Director fails to comply with unless and until the Grantee shall have satisfied any obligations in connection with the obligation for Tax-Related ItemsItems with respect thereto as provided herein.

Withholding Taxes. Director acknowledges thatThe Purchasers shall be entitled to deduct and withhold from all amounts payable to the Sellers under this Agreement such amounts that the Purchasers are required to deduct and withhold and pay over to the applicable Taxing Authority under any applicable Law. To the extent that amounts are so deducted and withheld and paid over to the applicable Taxing Authority, regardless such amounts shall be treated for all purposes as having been paid to the Sellers. If one or more of the Purchasers intends to deduct and withhold from any action Newmont takes with respect Stock Consideration or Cash Consideration payable to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Related Items”)Sellers under this Agreement, the ultimate liability for all Tax-Related Items Purchaser shall notify the Sellers in writing at least fifteen (15) Business Days prior to the date withholding is and remains Director’s responsibility and may exceed required, together with a statement setting forth the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUs, including, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes deducted and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stockwithheld. If the obligation for Tax-Related Items is satisfied by withholding Sellers object in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject writing to the vested DSUPurchaser’s determination within seven (7) Business Days of such notice, notwithstanding the parties shall negotiate in good faith to agree on the amount that should be deducted and withheld. If the parties are unable to agree on such amount prior to the applicable payment date, they shall request a number of mutually agreeable independent leading law firm or accounting firm in the shares of Common Stock are held back solely for relevant jurisdiction to render an opinion on the purpose of paying amount required to be deducted and withheld, which opinion, absent manifest error, shall be conclusive and binding and the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any disputed amount of Tax-Related Items that Newmont may withholding shall be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied transferred by the means previously describedPurchaser to a mutually agreeable independent escrow agent, which shall hold the disputed amount until such law firm or accounting firm has rendered its opinion and subsequently release the amount to the Purchaser and/or the Sellers as directed by such opinion. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations The costs incurred in connection with the Tax-Related Itemsengagement of such law firm or accounting firm and escrow agent shall be paid by the party whose position was not followed pursuant to this Section 5.15(j).

Withholding Taxes. Director acknowledges that, regardless The amount of any action Newmont takes with respect taxes required under applicable law to be withheld from any or all income tax, social insurance, fringe benefits tax, payroll tax, interest payment on account a Note will be determined and withheld by the Participant, indirect participant in DTC or other tax-related items related to Director’s participation person in the Plan chain of payment that is responsible for withholding such tax under applicable law. Procedure for Rate Setting and legally applicable Posting: The Company and the Purchasing Agent will discuss, from time to Director time, the aggregate principal amounts of, the maturities, the redemption and repayment provisions, the Issue Price and the interest rates (or interest rate formulas and spreads, if applicable) to be borne by Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set interest rates (or interest rate formulas and spreads, if applicable) borne by any Notes in respect of which the Agents are to solicit orders (the setting of such interest terms to be referred to herein as “Tax-Related ItemsPosting”) or if the Company decides to change interest rates (or interest rate formulas and spreads, if applicable) previously posted by it, it will promptly advise the Purchasing Agent of the prices and interest terms to be posted. The Purchasing Agent in turn will advise the Agents and Selling Group members. For the avoidance of doubt, the Company will, in its sole discretion, determine whether a Posting will be made and which terms will be included in such Posting. The Purchasing Agent will assign a separate CUSIP number for each tranche of Notes to be posted, and will so advise and notify the Company and the Trustee of said assignment by telephone and/or by telecopier or other form of electronic transmission. The Purchasing Agent will include the assigned CUSIP number on all Posting notices communicated to the Agents and Selling Group members. Offering of Notes: In the event that there is a Posting, the Purchasing Agent will communicate to each of the Agents and Selling Group members the aggregate principal amount, maturities of, and redemption and repayment provisions, along with the interest terms to be borne by, each tranche of Notes that is the subject of the Posting. Thereafter, the Purchasing Agent, along with the other Agents and the Selling Group members, will solicit offers to purchase the Notes accordingly. Purchase of Notes by the Purchasing Agent: Unless otherwise agreed by the Company and the Purchasing Agent, the Purchasing Agent will, no later than 4:00 p.m. (New York City time) on the sixth day subsequent to the day on which such Posting occurs, or if such sixth day is not a Business Day, on the preceding Business Day, or on such other Business Day and time as shall be mutually agreed upon by the Company and the Purchasing Agent (any such day, a “Trade Day”), the ultimate liability for all Tax-Related Items is and remains Director’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding complete, execute and deliver to the treatment of any Tax-Related Items in connection with any aspect of the DSUsCompany a Terms Agreement that sets forth, including, without limitationamong other things, the grant, vesting principal amount of each tranche of Notes that the Purchasing Agent is offering to purchase or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does inform the Company that none of the Notes of a particular tranche will be purchased by the Purchasing Agent. Acceptance and Rejection of Orders: Unless otherwise agreed by the Company and the Purchasing Agent, the Company has the sole right to accept orders to purchase Notes and may reject any such order in whole or in part. Unless otherwise instructed by the Company, the Purchasing Agent will promptly advise the Company by telephone of all offers to purchase Notes received by it, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. No order for less than $1,000 principal amount of Notes will be accepted. Upon receipt of a completed and executed Terms Agreement from the Purchasing Agent, the Company will (i) promptly execute and return such Terms Agreement to the Purchasing Agent or (ii) inform the Purchasing Agent that its offer to purchase the Notes of a particular tranche has been rejected, in whole or in part. The Purchasing Agent will thereafter promptly inform the other Agents and participating Selling Group members of the action taken by the Company. Preparation of Pricing Supplement: If any offer to purchase a Note is accepted by or on behalf of the Company, the Company will provide a Pricing Supplement (substantially in the form attached to the Selling Agent Agreement as Exhibit H) reflecting the terms of such Note and will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply one copy thereof (or additional copies if requested) to the Purchasing Agent and one copy to the Trustee. The parties acknowledge that pricing and price-dependent information may, of necessity, appear only in the final Pricing Supplement and not commit in any preliminary pricing supplement. The Company shall use its reasonable best efforts to send such Pricing Supplement by email or telecopy to the Purchasing Agent and are under the Trustee on the applicable Trade Day. The Purchasing Agent shall send such Pricing Supplement and the Prospectus, by email, telecopy or overnight express delivery (for delivery no obligation later than 11:00 a.m., New York City time, on the Business Day following the applicable Trade Day), or shall give notification that such documents have been filed with the Commission to structure each Agent and Selling Group member that made or presented the offer to purchase the applicable Notes. In turn, each such Agent and Selling Group member will, pursuant to the terms of the grant or any aspect Selling Agent Agreement and the Master Selected Dealer Agreement will deliver to the purchaser a notice of availability (pursuant to Rule 172 of the DSUs Securities Act) or cause to reduce be delivered a copy of the Prospectus and the applicable Pricing Supplement to each purchaser of Notes from such Agent or eliminate Director’s liability Selling Group member. In each instance that a Pricing Supplement is prepared, the Agents will affix the Pricing Supplement to the Prospectus prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for Tax-Related Items files) will be destroyed. Delivery of Confirmation and Prospectus to Purchaser by Presenting Agent: Subject to “Suspension of Solicitation; Amendment or achieve any particular tax resultSupplement” below, the Agents will deliver or otherwise make available the Prospectus (including the applicable Pricing Supplement) as herein described with respect to each Note sold by it, as required by applicable law. FurtherFor each offer to purchase a Note solicited by an Agent or Selling Group member and accepted by or on behalf of the Company, Director acknowledges that if Director is subject the Purchasing Agent will issue a confirmation to tax the purchaser, with notification to the Company, setting forth the terms of such Note and other applicable details described above and delivery and payment instructions. In addition, the Purchasing Agent will, together with such confirmation, deliver to such purchaser a notice of availability (pursuant to Rule 172 of the Securities Act) or deliver to the purchaser the Prospectus (including the Pricing Supplement) in more than one jurisdictionrelation to such Note. Each Agent or Selling Group member, Newmont as the case may be required be, will deliver to withhold or account for Tax-Related Items investors purchasing the Notes the Prospectus (including the applicable Pricing Supplement) in more than one jurisdiction. Prior relation to such Notes to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement purchaser of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsNotes who so requests.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Eligible Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other taxtax related-related items related to Director’s participation in the Plan and legally applicable to Director (“TaxTax Related-Related Items”), the Optionee acknowledges that the ultimate liability for all TaxTax Related-Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed the amount actually withheld by Newmont, if any. Director further acknowledges the Company and that Newmont the Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any TaxTax Related-Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for TaxTax Related-Related Items or achieve any particular tax resultItems. Further, Director acknowledges that if Director Optionee is subject to tax in more than one jurisdiction, Newmont the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for TaxTax Related-Related Items in more than one jurisdiction. Prior The Optionee shall, no later than the date as of which the value of an Option first becomes includible in the gross income of the Optionee for purposes of Tax Related-Items, pay to any relevant taxable the Company and/or the Employer, or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont the Administrator (in its sole discretion) regarding payment of, all Tax Related-Items required by applicable law to satisfy all Taxbe withheld by the Company and/or the Employer with respect to the Option. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company and/or the Employer shall, to the extent permitted by applicable law, have the right to deduct any such Tax Related-Related ItemsItems from any payment of any kind otherwise due to the Optionee. In this regard, Director authorizes Newmont or its agent The Company shall have the right to require the Optionee to remit to the Company an amount in cash sufficient to satisfy any applicable withholding obligations requirements related thereto. With the approval of the Administrator, the Optionee may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares or (ii) delivering already owned unrestricted Shares, in each case, having a value up to the maximum amount of tax required to be withheld in the applicable jurisdiction (or such other rate that will not cause adverse accounting consequences for the Company). Any such Shares shall be valued at their Fair Market Value on the date as of which the amount of Tax Related-Items to be withheld is determined. Such an election may be made with regard respect to all Tax-Related Items by withholding in shares or any portion of Common Stock the Shares to be issued upon settlement delivered pursuant to the Option. The Company may also use any other method or combination of methods of obtaining the DSU. In the event that such withholding in shares of Common Stock is problematic under necessary payment or proceeds, as permitted by applicable tax or securities law or has materially adverse accounting consequenceslaw, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy its withholding obligation with respect to any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common StockOption. If the obligation for TaxTax Related-Related Items is satisfied by withholding in shares of Common StockShares, for tax purposes, Director is the Optionee shall be deemed to have been issued the full number member of shares Shares issued upon exercise of Common Stock subject to the vested DSU, Options notwithstanding that a number member of the shares of Common Stock Shares are held back solely for the purpose of paying the TaxTax Related-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or any Subsidiary employing the Optionee (the “Employer”) takes with respect to any or all federal, state, local or foreign income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-tax related items related to Director’s participation in the Plan and legally applicable to Director (“Tax-Tax Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains Directorthe Optionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsor dividend equivalents; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate Directorthe Optionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to Optionee shall pay or make adequate arrangements satisfactory to Newmont the Company and/or the Employer (in its sole discretion) to satisfy all Tax-withholding and payment on account obligations for Tax Related ItemsItems of the Company and/or the Employer. In this regard, Director the Optionee authorizes Newmont the Company and the Employer, or its agent either of them, in such entity’s sole discretion, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by the Optionee (with respect to the Option granted hereunder as well as any equity awards previously received by the Optionee under any Company stock plan) by one or a combination of the following: (i) requiring the Optionee to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of cash from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorOptionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director the Optionee by Newmont the Company and/or the Employer; (iii) accepting from the Optionee the delivery of unencumbered Shares; (iv) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (v) withholding in Shares otherwise issuable to the Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount (or other applicable if there is no minimum statutory withholding rates in Director’s jurisdiction(s)amount, including maximum applicable rates such amount as may be necessary to avoid adverse accounting treatment) using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Tax Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her the Optionee’s participation in the Plan or the Optionee’s purchase of Shares that canare not be satisfied by any of the means previously described. Newmont For the avoidance of doubt, in no event will the Company and/or the Employer withhold more than the minimum amount of Tax Related Items required by law (or if there is no minimum statutory withholding amount, such amount as may be necessary to avoid adverse accounting treatment), nor shall any Optionee have the right to require the Company and/or the Employer to withhold more than such amount. The Company may refuse to issue or honor the exercise and refuse to deliver the shares or Shares to the proceeds of Optionee if the sale of shares of Common Stock, if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Tax Related ItemsItems as described in this Section.

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or Employee’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), Employee acknowledges that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Director’s her responsibility and may exceed the amount actually withheld by Newmontthe Company or the Employer. Further, if any. Director further Employee acknowledges that Newmont neither the Company nor the Employer (ia) makes no make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsUnits or Common Stock, includingincluding the grant or vesting of Units, without limitation, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant the payment of cash in lieu of dividends, or the sale of Common Stock subsequent to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and nor (iib) does not commit to and are under no obligation to structure the terms of the grant Award or any aspect of Employee’s participation in the DSUs Plan to reduce or eliminate Director’s her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is If Employee becomes subject to tax in more than one jurisdictionjurisdiction between the date of grant and the date of any relevant taxable event, Newmont Employee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior The Company may refuse to any relevant taxable issue or tax withholding event, as applicable, Director agrees deliver shares of Common Stock when otherwise required if Employee fails to make adequate arrangements satisfactory comply with her Tax-Related Items obligations or the Company has not received payment in a form acceptable to Newmont to satisfy the Company for all applicable Tax-Related Items, as well as amounts due to the Company as “theoretical taxes”, if applicable, pursuant to the then-current international assignment and tax and/or social insurance equalization policies and procedures of the Mondelēz International Group, or arrangements satisfactory to the Company for the payment thereof have been made. In this regard, Director Employee authorizes Newmont the Company and/or the Employer, in their sole discretion and without any notice or its agent further authorization by the Employee, to satisfy any withhold all applicable withholding obligations with regard to all Tax-Related Items legally due by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorEmployee and any theoretical taxes from Employee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid by the Company and/or the Employer or from proceeds of the sale of the shares of Common Stock issued or delivered in connection with the Issuance Date. Alternatively, or in addition, the Company may (i) deduct the number of shares of Common Stock having an aggregate value equal to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for the amount of Tax-Related Items by considering applicable minimum statutory and any theoretical taxes due from the total number of Common Stock delivered as of the Issuance Date; (ii) instruct the broker whom it has selected for this purpose (on Employee’s behalf and at Employee’s direction pursuant to this authorization) to sell any shares of Common Stock that Employee receives under this Agreement to meet the Tax-Related Items withholding rates obligation and any theoretical taxes, except to the extent that such a sale would violate any Federal Securities law or other applicable withholding rates law; and/or (iii) satisfy the Tax-Related Items and any theoretical taxes arising from the granting or vesting of Units, the issuance of Common Stock, or the payment of cash in Director’s jurisdiction(s)lieu of dividends, including maximum applicable rates as the case may be, through any other method established by the Company. Notwithstanding the foregoing, if Employee is subject to the extent permitted by short-swing profit rules of Section 16(b) of the PlanExchange Act, Employee may elect the form of withholding in which case Director may receive a refund advance of any overTax-withheld amount Related Items withholding event and in cash and the absence of Employee’s election, the Company will have no entitlement to the equivalent withhold in Common StockStock upon the relevant withholding event or the Committee may determine that a particular method be used to satisfy any Tax Related Items withholding. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director Employee is deemed to have been issued the full number of shares of Common Stock subject to underlying the vested DSUAward, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related ItemsItems due as a result of any aspect of Employee’s participation in the Plan. FinallyTo avoid any negative accounting treatment, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him the Company may withhold or her by Newmont, any amount of account for Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation by considering applicable minimum statutory withholding amounts (in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds accordance with Section 13(d) of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsPlan) or other applicable withholding rates.

Withholding Taxes. Director acknowledges that, regardless The following provision supplements paragraph 4 of any action Newmont takes with respect the Agreement: Without limitation to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s participation in paragraph 4 of the Plan and legally applicable to Director (“Tax-Related Items”)Agreement, the ultimate liability Optionee hereby agrees that he or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer, as applicable, or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Optionee also hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable, against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Optionee’s behalf. Notwithstanding the foregoing, if the Optionee is and remains Director’s responsibility and a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Optionee understands that he or she may exceed not be able to indemnify the Company for the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items not collected from or paid by the Optionee, in connection with any aspect of case the DSUs, including, without limitationindemnification could be considered to be a loan. In this case, the grant, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend Equivalents; and (ii) does not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs to reduce or eliminate Director’s liability for Tax-Related Items not collected or achieve any particular paid may constitute a benefit to the Optionee on which additional income tax result. Further, Director acknowledges that if Director is subject to tax in more than one jurisdiction, Newmont and National Insurance Contributions (“NICs”) may be required payable. The Optionee understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to withhold or account HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Optionee by any of the means referred to in paragraph 4 of the Agreement. In addition, the Optionee agrees that the Company and/or the Employer may calculate the Tax-Related Items in more than one jurisdiction. Prior to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right the Optionee may have to recover any overpayment from the relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont to satisfy all Tax-Related Itemsauthorities. In this regard, Director authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.UNITED STATES

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s your participation in the Omnibus Plan and legally applicable to Director you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains Director’s your responsibility and may exceed the amount amount, if any, actually withheld by Newmontthe Company or the Employer. Furthermore, if any. Director further acknowledges you acknowledge that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsPerformance Share Award, including, without limitationbut not limited to, the grant, vesting vesting, or settlement payment of the DSUs, the issuance of Shares, this Performance Share Award or the subsequent sale of shares Shares issued in payment of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsPerformance Share Award; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of your participation in the DSUs Omnibus Plan to reduce or eliminate Director’s your liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is If you are or become subject to tax Tax-Related Items in more than one jurisdiction, Newmont you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy all Tax-Related Items. In this regard, Director authorizes Newmont the withholding for any or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the granting, vesting, or payment of the Performance Share Award or sale of Shares issued pursuant to the Performance Share Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from a Performance Share Award Share Payout or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding in shares a number of Common Stock Shares as described herein, for tax purposes, you shall be deemed to be have been issued upon settlement the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items withholding arising from the granting, vesting or payment of this Performance Share Award, the sale of Shares issued pursuant to the Performance Share Award or hypothetical withholding tax amounts if you are covered under a Company tax equalization policy, as the case may be, by the remittance of the DSUrequired amounts from any proceeds realized upon the open-market sale of the Shares received in payment of the vested Performance Share Award by you. In Such open-market sale is on your behalf and at your direction pursuant to this authorization. Furthermore, the event that such Company and/or the Employer are authorized to satisfy the Tax-Related Items withholding in shares arising from the granting, vesting, or payment of Common Stock is problematic under applicable tax this Performance Share Award, or securities law or has materially adverse accounting consequencessale of Shares issued pursuant to the Performance Share Award, as the case may be, by Director’s acceptance of the DSUwithholding from your wages, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director you by Newmont the Company and/or the Employer. If you are subject to the short-swing profit rules of Section 16(b) of the Act, the Participant may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of the Participant’s election, the Company shall deduct the number of Shares having an aggregate value equal to the amount of Tax-Related Items withholding due from the Performance Share Award Share Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax Related Items withholding. Shares deducted from the payment of this Performance Share Award in satisfaction of Tax-Related ItemsItems withholding shall be valued at the Fair Market Value of the Shares received in payment of the vested Performance Share Award on the date as of which the amount giving rise to the withholding requirement first became includible in your gross income under applicable tax laws. Newmont The Company may refuse to issue or deliver the Shares if you fail to comply with your Tax-Related Items obligations. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates, including maximum applicable rates in your jurisdiction(s). You shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse If you are covered by a Company tax equalization policy, you also agrees to issue or deliver pay to the shares or Company any additional hypothetical tax obligation calculated and paid under the proceeds terms and conditions of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Itemssuch tax equalization policy.

Withholding Taxes. Director The Participant acknowledges that, that regardless of any action Newmont takes with respect to any or taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Directorthe Participant’s participation in the Plan and legally applicable to Director the Participant or deemed by the Company or the Employer, in their discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount amount, if any, actually withheld by Newmont, if anythe Company or the Employer. Director The Participant further acknowledges that Newmont the Company and/or the Employer (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsLTI Grant, including, without limitationincluding the vesting or payment of any Award relating to the LTI Grant, the grantreceipt of any dividends or cash payments in lieu of dividends, vesting or settlement of the DSUs, the issuance of Shares, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsStock; and (iib) does do not commit to and are under no obligation to structure the terms of the grant LTI Xxxxx or any aspect of the DSUs Participant’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director is the Participant becomes subject to tax any Tax-Related Items in more than one jurisdiction, Newmont the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for (including report) Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director agrees to make adequate arrangements satisfactory to Newmont The Company is authorized to satisfy the withholding for any or all Tax-Related ItemsItems arising from the vesting or payment of any Award relating to the LTI Grant or sale of shares of Common Stock issued pursuant to the Award, as the case may be, by deducting the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items withholding due from the LTI Award Payout or otherwise becoming subject to current taxation. In If the Company satisfies the Tax-Related Items obligation by withholding a number of shares of Common Stock as described herein, for tax purposes, the Participant will be deemed to have been issued the full number of shares of Common Stock due to the Participant at vesting, notwithstanding that a number of shares of Common Stock is held back solely for the purpose of such Tax-Related Items withholding. The Company is also authorized to satisfy the actual Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Grant, the sale of shares of Common Stock issued pursuant to the Award or hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of the Common Stock received by the Participant. Such open-market sale is on the Participant’s behalf and at the Participant’s direction pursuant to this regardauthorization without further consent. Furthermore, Director authorizes Newmont or its agent the Company and/or the Employer are authorized to satisfy any applicable withholding obligations with regard to all Tax-Related Items arising from the vesting or payment of any Award relating to the LTI Xxxxx, or sale of shares issued pursuant to the Award, as the case may be, by withholding in shares of Common Stock to be issued upon settlement of from the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by DirectorParticipant’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director the Participant by Newmont the Company and/or the Employer. Shares of Common Stock deducted from the LTI Award Payout in satisfaction of any Tax-Related Items shall be valued at the Fair Market Value of the Common Stock received in payment of the Award on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws. If the Participant is covered by a Company tax equalization policy, the Participant also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of his or her participation February 27, 2024 in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Common Stock if the Participant fails to comply with his or her Tax-Related Items obligations. If the Participant is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will deduct the number of shares of Common Stock having an aggregate value equal to the amount of Tax-Related Items due from the LTI Award Payout, or the Committee may determine that a particular method be used to satisfy any applicable withholding obligations for Tax-Tax Related Items. Newmont The Company may withhold or account for Tax-Related Items and any hypothetical taxes by considering applicable minimum statutory withholding rates or other applicable withholding rates in Directorthe Participant’s jurisdiction(s), including minimum or maximum applicable rates to the extent permitted by the Planwithholding rates, in which case Director the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common StockStock or, if not refunded, the Participant may be able to seek a refund from the applicable tax authorities. If In the obligation for event of under-withholding, the Participant may be required to pay any additional Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject directly to the vested DSU, notwithstanding that a number of applicable tax authority or to the shares of Common Stock are held back solely for Company and/or the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related ItemsEmployer.

Withholding Taxes. Director Employee acknowledges that, regardless of any action taken by Newmont takes with respect to any or, if different, his or her employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payroll tax, payment on account or other tax-related items related to Director’s my participation in the Plan and legally applicable to Director him or her (“Tax-Related Items”), the ultimate liability for all Tax-Related Items ) is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmont, if anyNewmont or the Employer. Director Employee further acknowledges that Newmont and/or the Employer (i1) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRSU, including, without limitationbut not limited to, the grant, vesting or settlement of the DSUs, the issuance of SharesRSU, the subsequent sale of shares of Common Stock acquired pursuant to such issuance, settlement and the receipt of any dividends and/or Dividend Equivalentsany dividend equivalents; and (ii2) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs RSU to reduce or eliminate Director’s his or her liability for Tax-Related Items or achieve any particular tax result. Further, Director acknowledges that if Director Employee is subject to tax Tax-Related Items in more than one jurisdiction, he or she acknowledges that Newmont and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, Director Employee agrees to make adequate arrangements satisfactory to Newmont and/or the Employer to satisfy all Tax-Related Items. In this regard, Director Employee authorizes Newmont or its agent to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in a number of whole shares of Common Stock to be issued upon settlement of the DSURSU having a fair market value on the applicable vesting date (or other applicable date on which the Tax-Related Items arise) not in excess of the amount of such Tax-Related Items. In the event If Newmont determines in its discretion that such withholding in shares of Common Stock is problematic not permissible or advisable under applicable tax or securities law or has materially adverse accounting consequenceslocal law, by Director’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director by Newmont to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account satisfy its obligations for Tax-Related Items by considering applicable minimum statutory withholding rates one or other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates to the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number combination of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, any amount of Tax-Related Items that Newmont may be required to withhold or account for as a result of his or her participation in the Plan that cannot be satisfied by the means previously described. Newmont may refuse to issue or deliver the shares or the proceeds of the sale of shares of Common Stock, if Director fails to comply with any obligations in connection with the Tax-Related Items.following:

Withholding Taxes. Director The Grantee acknowledges that, regardless of any action Newmont takes with respect to taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social insurance, fringe benefits taxsecurity, payroll tax, payment on account or other tax-related items related to Director’s participation in the Plan and legally applicable to Director withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Director’s his or her responsibility and may exceed the amount actually withheld by Newmontthe Corporation or the Employing Company. Furthermore, if any. Director further the Grantee acknowledges that Newmont the Corporation and/or the Employing Company (ia) makes make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the DSUsRSUs, including, without limitation, including the grant, vesting vesting, or settlement of the DSUs, the issuance of Shares, RSUs or the subsequent sale of shares of Common Stock acquired pursuant to such issuance, and the receipt of any dividends and/or Dividend EquivalentsShares; and (iib) does do not commit to and are under no obligation to structure the terms of the grant of the RSUs or any aspect of the DSUs Grantee’s participation in the Plan to reduce or eliminate Director’s his or her liability for Tax-Related Items or to achieve any particular tax result. Further, Director acknowledges that if Director is the Grantee has become subject to tax Tax-Related Items in more than one jurisdictionjurisdiction between the Date of Grant and the date of any relevant taxable event, Newmont the Grantee acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any the relevant taxable or tax withholding event, as applicable, Director agrees to the Grantee shall pay or make adequate arrangements satisfactory to Newmont the Corporation and/or the Employing Company to satisfy all Tax-Related Items. In this regard, Director the Grantee authorizes Newmont the Corporation and/or the Employing Company, or its agent their respective agents, at their discretion, to satisfy any applicable withholding the obligations with regard to all applicable Tax-Related Items by withholding in shares of Common Stock to be issued upon settlement one or a combination of the DSU. In the event that such following methods: (1) withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorfrom Grantee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid to Director Grantee by Newmont the Corporation and/or the Employing Company; (2) withholding from proceeds of the sale of Shares issued upon vesting of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Corporation (on Grantee’s behalf pursuant to satisfy any applicable this authorization) through such means as the Corporation may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding obligations for Tax-Related Itemsin Shares to be issued upon vesting of the RSUs. Newmont If the Corporation gives the Grantee the power to choose the withholding method, and the Grantee does not make a choice, then the Corporation will withhold in Shares as stated in alternative (3) herein. To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates amounts or other applicable withholding rates in Director’s jurisdiction(s)rates. If the Corporation withholds at a rate other than the minimum statutory rate, including such as the maximum applicable rates to withholding rate, then the extent permitted by the Plan, in which case Director may receive a refund of any over-withheld amount shall be paid in cash and the Grantee will have no entitlement to the equivalent in Common StockStock equivalent. If the obligation for Tax-Related Items is are satisfied by withholding in shares Shares issuable upon vesting of Common Stockthe RSUs, for tax purposes, Director the Grantee is deemed to have been issued the full number of shares of Common Stock Shares subject to the vested DSURSUs, notwithstanding that a number of the shares of Common Stock Shares are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to the Grantee shall pay to Newmont, including through withholding from cash compensation paid to him the Corporation or her by Newmontthe Employing Company, any amount of Tax-Related Items that Newmont may be required to withhold or account for due as a result of his or her any aspect of the Grantee’s participation in the Plan Plan. The Grantee understands that cannot be satisfied by the means previously described. Newmont may refuse to issue no Shares or deliver the shares or the proceeds of from the sale of shares Shares shall be delivered to Grantee, notwithstanding the lapse of Common Stockthe restrictions on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect thereto. Notwithstanding anything in this Section 11 to the contrary, if Director fails to comply with any obligations in connection the RSUs are considered nonqualified deferred compensation, the fair market value of the shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.. RESTRICTED STOCK UNIT RETENTION GRANT FORM – February 2014

Withholding Taxes. Director acknowledges that, regardless Regardless of any action Newmont takes the Company or any Subsidiary employing Optionee (the “Employer”) take with respect to any or all income tax, social insurance, fringe benefits taxprimary and secondary Class 1 National Insurance contributions, payroll tax, payment on account tax or other tax-related items related withholding attributable to Director’s participation or payable in connection with or pursuant to the Plan and legally applicable to Director grant, vesting, exercise, release or assignment of any Option (the “Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Tax Related Items associated with the Option is and remains DirectorOptionee’s responsibility and may exceed that the amount actually withheld by Newmont, if any. Director further acknowledges that Newmont Company and/or the Employer (i) makes make no representations or undertakings regarding the treatment of any Tax-Tax Related Items in connection with any aspect of the DSUsOption, including, without limitationbut not limited to, the grant, vesting or settlement exercise of the DSUs, the issuance of SharesOption, the subsequent sale of shares of Common Stock Shares acquired pursuant to such issuance, exercise and the receipt of any dividends and/or Dividend Equivalentsdividends; and (ii) does do not commit to and are under no obligation to structure the terms of the grant or any aspect of the DSUs Option to reduce or eliminate DirectorOptionee’s liability for Tax-Tax Related Items or achieve any particular tax resultItems. Further, Director if Optionee has relocated to a different jurisdiction between the date of grant and the date of any taxable event, Optionee acknowledges that if Director is subject to tax in more than one jurisdictionthe Company and/or the Employer (or former employer, Newmont as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior As a condition of the issuance of Shares upon exercise of the Option, the Company and/or the Employer shall be entitled to any relevant taxable or tax withholding event, as applicable, Director withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to Newmont the Company and/or the Employer to satisfy satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Director Optionee authorizes Newmont or the Company and/or the Employer, in its agent sole discretion and to the extent permitted under local law, to satisfy any applicable withholding the obligations with regard to all Tax Related Items legally payable by Optionee by one or a combination of the following: (i) require Optionee to pay Tax-Related Items by in cash with a cashier’s check or certified check; (ii) withholding in shares of Common Stock to be issued upon settlement of the DSU. In the event that such withholding in shares of Common Stock is problematic under applicable tax or securities law or has materially adverse accounting consequences, by Directorcash from Optionee’s acceptance of the DSU, he or she authorizes and directs Newmont to withhold from his or her wages or other cash compensation paid payable to Director Optionee by Newmont the Company and/or the Employer; (iii) withholding from the proceeds of a broker-dealer sale and remittance procedure as described in Section 4(b) above; or (iv) withholding in Shares otherwise issuable to Optionee, provided that the Company withholds only the amount of Shares necessary to satisfy any applicable withholding obligations for Tax-Related Items. Newmont may withhold or account for Tax-Related Items by considering applicable the minimum statutory withholding rates amount or such other applicable withholding rates in Director’s jurisdiction(s), including maximum applicable rates amount as may be necessary to avoid adverse accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. Optionee shall pay to the extent permitted by Company or the Plan, in which case Director may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Director is deemed to have been issued the full number of shares of Common Stock subject to the vested DSU, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items. Finally, Director agrees to pay to Newmont, including through withholding from cash compensation paid to him or her by Newmont, Employer any amount of Tax-Related Items that Newmont the Company or the Employer may be required to withhold or account for as a result of his or her participation in to HMRC with respect to the Plan event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. Newmont may refuse to issue If payment or deliver withholding is not made within 90 days after the shares or the proceeds end of the sale UK tax year in which the Chargeable Event occurs, or such other period specified in Section 222(1)(c) of shares the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), Optionee agrees that the amount of Common Stockany uncollected Tax-Related Items shall (assuming Optionee is not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended)), constitute a loan owed by Optionee to the Employer, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Director Optionee fails to comply with any Optionee’s obligations in connection with the Tax-Related ItemsItems as described in this Section, the Company may refuse to deliver the Shares acquired under the Plan.