Schedule D: Key Characteristics of the Legacy Performance Granted Share Units

Characteristics Description
Eligibility Partners.
Maximum Potential Award Awards under this plan are determined by multiplying: (a) a multiple, which varies by job level, of base salary (ranging from one to six times) determined annually by the Compensation Committee, and (b) a performance factor between 0% and 100% based on performance for the prior year evaluated using the Long-Term Company Scorecard.
Minimum Award 0% of Maximum Potential Award.
% of Total Long-Term Incentive 100% of Long-Term Incentive (LTI) Awards.
Term Awards granted prior to January 1, 2020 (Legacy PGSUs) vest 33 months from the date of grant for PGSUs, plus a requirement to hold Barrick Shares until termination of employment (and potentially for up to two years beyond termination, depending on the circumstances of termination).
Vesting Criteria Legacy PGSUs fully vest 33 months from the date of grant, but subject to further holding restrictions. Barrick Shares cannot be sold until a partner retires or leaves the Company. See “Post-Vesting Treatment, Prohibitions, and Restriction Period” below for more detail.
Committee Discretion The Compensation Committee has the authority to waive the prohibitions on the sale, transfer, or other disposition of any or all the Barrick Shares held by a participant, determined on a case-by-case basis, without shareholder approval.

The value of the LTI award is within the sole discretion of the Compensation Committee, and the Compensation Committee has authority to increase or reduce any award implied from the Long-Term Company Scorecard. Specifically, the Compensation Committee has the discretion to approve a different payout level from that calculated according to the Long-Term Company Scorecard to ensure that the payout is appropriate.

Pricing at Time of Grant Conversion from dollar value to units based on the closing price of Barrick Shares on the trading day immediately preceding the date of grant on the TSX or NYSE, as applicable, or, if the date of grant occurs during a Blackout Period, the greater of the closing share price of Barrick Shares on the first trading date following the expiration of the Blackout Period, or the date preceding the grant date, on the TSX or NYSE, as applicable.
Vesting At vesting, each PGSU award (grant plus dividend equivalents) will have a value equal to the closing price of Barrick Shares on the TSX or the NYSE, as applicable, on the vesting date (or, if the vesting date is not a trading day, then on the trading day immediately prior to the vesting date) multiplied by the number of PGSUs (including dividend equivalents accrued during the vesting period, where applicable).
Post-Vesting Treatment, Prohibitions, and Restriction Period 
  • When PGSUs vest, the value vested (less appropriate taxes and other withholdings required by Applicable Law) is used by a third party administrative agent to purchase Barrick Shares on the open market.
  • Barrick Shares purchased (referred to as Restricted Shares) are subject to sale, transfer, hedging, and pledging prohibitions until termination of employment (Restriction Period).
  • Subject to the restrictions above, during the Restriction Period, participants have all incidents of ownership associated with the Restricted Shares, including voting rights and entitlements to cash dividends paid on Barrick Shares.
  • Restricted Shares are held by the third party administrative agent through termination of employment and prohibitions lapse and cease to apply on Restricted Shares based on the circumstances surrounding termination, as determined in the section below.
Treatment on Termination
Termination Event Unvested PGSUs(1) Restricted Shares(2)
Termination Without Cause, Retirement, or Resignation (except for purpose of joining or providing services to a Competitor).
  • Unvested PGSUs continue to vest according to their vesting schedule, provided that the employee does not join, or provide services to, a Competitor (as defined in the PGSU Plan) during the continued vesting period.
  • If the employee subsequently joins or provides services to a Competitor during the continued vesting period, all PGSUs that have not vested at such time lapse and are forfeited.
  • If retirement, termination without cause, or voluntary resignation occurs prior to a Change in Control, any remaining unvested Legacy PGSUs on the Change in Control date will vest and be paid out on or before the completion of the Change in Control.
  • Prohibitions lapse and cease to apply to all Restricted Shares upon the termination of employment.
Disability or Death.
  • Unvested PGSUs vest on the termination date or date of death, as applicable (except for U.S. Participants, whose unvested PGSUs continue to vest based on the normal schedule).
  • Prohibitions lapse and cease to apply to all Restricted Shares on the termination date or date of death, as applicable.
Resignation or Retirement Related to Joining, or Providing Services to, a Competitor or Termination With Cause.
  • All unvested PGSUs lapse and are forfeited.
  • Prohibitions lapse and cease to apply to all Restricted Shares in three tranches:
50% of the Restricted Shares on the Termination Date;
25% of the Restricted Shares on the first anniversary of the Termination Date; and
25% of the Restricted Shares on the second anniversary of the Termination Date.
Termination of Employment Without Cause Within Two Years Following a Change in Control.
  • Unvested PGSUs vest on the termination date (except for U.S. Participants, whose unvested PGSUs continue to vest based on the normal schedule).
  • Prohibitions lapse and cease to apply to Restricted Shares pursuant to a bona fide third party take-over bid provided that the take-over bid is successfully completed.
Dividend Equivalents
Dividends are credited or paid as and when declared.
  • For unvested PGSUs, dividends are credited as additional units during the vesting period, at the same rate as the dividends paid on Barrick Shares.
  • For Restricted Shares, dividends are paid in cash as and when declared on Barrick Shares (other than stock dividends or other distributions paid in the form of additional Barrick Shares, which shall be treated as Restricted Shares).
Form of Payment
On and beyond termination, the form of payment varies with unvested PGSUs and Restricted Shares.
  • Unvested PGSUs that become immediately vested on termination are paid in cash (less applicable tax and withholdings).
  • Unvested PGSUs that continue to vest normally beyond termination are paid in cash (less applicable tax and withholdings) at the end of the normal vesting period.
  • Restricted Shares may be sold in the open market for cash proceeds (or otherwise disposed of) when prohibitions lapse and cease to apply.
Clawback
  1. The Compensation Committee may, in its discretion, accelerate vesting of all or a portion of the then unvested PGSUs.
  2. The Compensation Committee may, in its discretion, waive the prohibitions on the sale, transfer, or other disposition of the Restricted Shares with respect to any or all Restricted Shares held by the employee at any time and from time to time.