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Amended Version
The Harmony Gold Mining Company Limited 2006 Share Plan
23 November 2015
1 December 2010 shareholders approved, updated 18 September 2013 in line with Comp Act, updated 22 January
2014 – JSE approved
Page 18
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10.2
On the Vesting Date in respect of an Award, if and to the extent the Board has
determined that the Performance Criteria imposed on the Award have been
satisfied, and subject to 10.3, 12 and 33, the number of Performance Shares
available to be Settled to a Participant under the Award determined in accordance
with 11 and/or 14 (if applicable) shall be Settled to the Participant.
10.3
Notwithstanding 10.2, -
10.3.1
the Participant shall pay, in such manner as the Board may from time to time
prescribe, any such additional amount of which the Board may notify the
Participant in respect of any deduction on account of Tax as may be required
by Applicable Laws which may arise on the Settlement of Performance Shares
to him;
10.3.2
the Company may, on the Vesting Date, discharge, in whole or in part, its
obligation to Settle Performance Shares by paying, or procuring the payment
by the relevant Employer Company, to the Participant a cash bonus equal to
the Fair Market Value of the Shares to which a Participant becomes entitled in
terms of 10.2, calculated on the Vesting Date.
11
LIMITATIONS ON THE SETTLEMENT OF PERFORMANCE SHARES
11.1
If the Board determines that the:
11.1.1
Threshold Performance Criteria have not been exceeded, then in such event
the Award available for vesting shall not vest in or be Settled to the Participant,
and shall be reacquired;
11.1.2
Threshold Performance Criteria have been exceeded, but the Performance
Criteria do not meet the Full Performance Criteria, the number of Performance
Shares to be Settled to a Participant shall be adjusted downward in the manner
set out in the Award Letter; and
11.1.3
Full Performance Criteria have been met or exceeded, the total number of
Performance Shares available to be Settled to a Participant shall be so Settled.
11.2
Although the extent to which the Performance Shares under an Award may be
Settled to a Participant shall be conditional on, inter alia, the Board being satisfied
that such Performance Criteria as imposed by the Board on the Award Date in
accordance with 9.2 have been fulfilled, the Board may waive such Performance
Criteria if they consider in their absolute discretion that there are exceptional
circumstances which would justify such a waiver.
11.3
Notwithstanding any other provision of these Rules, the Board shall, in its sole and
absolute discretion, be entitled to amend the Performance Criteria contained in an
Award Letter to take account of any change in circumstances which render such