Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): December 10, 2015

Pershing Gold Corporation

(exact name of registrant as specified in its charter)

Nevada

000-54710

26-0657736

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1658 Cole Boulevard

Building 6 – Suite 210

Lakewood, Colorado

80401

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (720) 974-7248

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On December 10, 2015, Pershing Gold Corporation (the “Company”) and Eric Alexander, the Company’s Vice President Finance and Controller, agreed to amend certain agreements to defer the vesting of an aggregate of 23,890 shares of the Company’s restricted stock owned by Mr. Alexander. The Company also agreed, on December 10, 2015, to amend certain agreements to defer the vesting of 25,279 shares of restricted stock held by Timothy Janke, the Company’s Chief Operating Officer; and 20,649 shares of restricted stock held by Debra Struhsacker, the Company’s Senior Vice President. The amendments are discussed below.

First Amendment to Alexander 2014 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Alexander 2014 RSG Agreement”). Pursuant to this First Amendment, the vesting of 1,667 shares of restricted stock, of a total of 5,001 restricted shares that were granted pursuant to the Alexander 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016. Of the remaining 3,334 shares of restricted stock granted under the Alexander 2014 RSG Agreement, 1,667 shares will vest on December 11, 2016, and 1,667 shares will vest on December 11, 2017.

The referenced First Amendment to the Alexander 2014 RSG Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

First Amendment to Alexander 2013 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Alexander December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 3,704 shares of restricted stock, of a total of 11,113 restricted shares that were granted pursuant to the Alexander December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016. Previously, 3705 shares granted under the Alexander December 2013 RSG Agreement vested on December 16, 2013, and 3,704 shares will vest on December 16, 2016.

The referenced First Amendment to the Alexander December 2013 RSG Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Second Amendment to Alexander 2013 Restricted Stock Grant Agreement.

On December 10, 2015, the Company and Mr. Alexander entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Alexander February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 18,519 shares of restricted stock, of a total of 55,557 restricted shares that were granted pursuant to the Alexander February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017. Previously, 18,519 shares granted under the Alexander February 2013 RSG Agreement vested on February 12, 2014, and 18,519 shares will vest on February 12, 2016.

The referenced Second Amendment to the Alexander February 2013 RSG Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

First Amendment to Janke 2014 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Janke 2014 RSG Agreement”). Pursuant to this First Amendment, the vesting of 14,167 shares of restricted stock, of a total of 42,501 restricted shares that were granted pursuant to the Janke 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016. Of the remaining 28,334 shares of restricted stock granted under the Janke 2014 RSG Agreement, 14,167 shares will vest on December 11, 2016, and 14,167 shares will vest on December 11, 2017.

The referenced First Amendment to the Janke 2014 RSG Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein.

First Amendment to Janke 2013 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Mr. Janke entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Janke December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 5,556 shares of restricted stock, of a total of 16,668 restricted shares that were granted pursuant to the Janke December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016. Previously, 5,556 shares granted under the Janke December 2013 RSG Agreement vested on December 16, 2014, and 5,556 shares will vest on December 16, 2016.

The referenced First Amendment to the Janke December 2013 RSG Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Second Amendment to Janke 2013 Restricted Stock Grant Agreement.

On December 10, 2015, the Company and Mr. Janke entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Janke February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 5,556 shares of restricted stock, of a total of 16,668 restricted shares that were granted pursuant to the Janke February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017. Previously, 5,556 shares granted under the Janke February 2013 RSG Agreement vested on February 12, 2014, and 5,556 shares will vest on February 12, 2016.

The referenced Second Amendment to the Janke February 2013 RSG Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated by reference herein.

First Amendment to Struhsacker 2014 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Struhsacker 2014 RSG Agreement”). Pursuant to this First Amendment, the vesting of 4,908 shares of restricted stock, of a total of 14,724 restricted shares that were granted pursuant to the Struhsacker 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016. Of the remaining 9,816 shares of restricted stock granted under the Struhsacher 2014 RSG Agreement, 4,908 shares will vest on December 11, 2016 and 4,908 shares will vest on December 11, 2017.

The referenced First Amendment to the Struhsacker 2014 RSG Agreement is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated by reference herein.

First Amendment to Struhsacker 2013 Restricted Stock Grant Agreement

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Struhsacker December 2013 RSG Agreement”). Pursuant to this Agreement, the vesting of 1,852 shares of restricted stock, of a total of 5,557 restricted shares that were granted pursuant to the Struhsacker December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016. Previously, 1,853 shares granted under the Struhsacker December 2013 RSG Agreement vested on December 16, 2013, and 1,852 shares will vest on December 16, 2016.

The referenced First Amendment to the Struhsacker December 2013 RSG Agreement is filed as Exhibit 10.8 to this Current Report on Form 8-K and incorporated by reference herein.

Second Amendment to Struhsacker 2013 Restricted Stock Grant Agreement.

On December 10, 2015, the Company and Ms. Struhsacker entered into a Second Amendment to the Restricted Stock Grant Agreement dated February 12, 2013, as amended by the First Amendment dated February 6, 2015 (the “Struhsacker February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 13,889 shares of restricted stock, of a total of 41,667 restricted shares that were granted pursuant to the Struhsacker February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017. Previously, 13,889 shares granted under the Struhsacker February 2013 RSG Agreement vested on February 12, 2014, and 13,889 shares will vest on February 12, 2016.

The referenced Second Amendment to the Struhsacker February 2013 RSG Agreement is filed as Exhibit 10.9 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) The following are filed as exhibits to this report on Form 8-K.

Exhibit No.		Description

10.1		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander.

10.2		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander.

10.3		Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander.

10.4		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke.

10.5		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke.

10.6		Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke.

10.7		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker.

10.8		First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker.

10.9		Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 16, 2015

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
		Eric Alexander
		Vice President of Finance and Controller

Exhibit 10.1

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

This First Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Eric Alexander (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On December 11, 2014, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Five Thousand One (5,001) restricted shares (originally 90,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

2. Vesting and Forfeiture. Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “Vesting Date”):

Date	Number of Shares Vested
March 14, 2016		1,667
December 11, 2016		1,667
December 11, 2017		1,667

The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.

2. No Other Changes. Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall continue in full force and effect without any further amendments or changes.

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Eric Alexander
	Eric Alexander

	PERSHING GOLD CORPORATION

	By:	/s/ Stephen Alfers
	Name: Stephen Alfers
	Title: Chief Executive Officer, President and Chairman of the Board

Exhibit 10.2

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

A. On December 16, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Eleven Thousand One Hundred Thirteen (11,113) restricted shares (originally 200,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
December 16, 2013		3,705
March 14, 2016		3,704
December 16, 2016		3,704

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Eric Alexander
	Eric Alexander

	PERSHING GOLD CORPORATION

	By:	/s/ Stephen Alfers
	Name:	Stephen Alfers
	Title: Chief Executive Officer, President and Chairman of the Board

Exhibit 10.3

PERSHING GOLD CORPORATION

SECOND AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

This Second Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Eric Alexander (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Fifty Five Thousand Five Hundred Fifty-Seven (55,557) restricted shares (originally 1,000,000 shares on a pre-split basis)(the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. On February 6, 2015, Holder and the Corporation entered into the First Amendment to Restricted Stock Agreement (the “First Amendment”), which amended Section 2 of the Agreement to defer the vesting of Shares vesting on February 12, 2015.

C. The Corporation and Holder have agreed to amend the Agreement, as amended by the First Amendment, as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
February 12, 2014		18,519
February 12, 2016		18,519
February 12, 2017		18,519

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Eric Alexander
	Eric Alexander

	PERSHING GOLD CORPORATION

	By:	/s/ Stephen Alfers
	Name: Stephen Alfers
	Title: Chief Executive Officer, President and Chairman of the Board

Exhibit 10.4

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

This First Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Timothy Janke (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On December 16, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Sixteen Thousand Six Hundred Sixty-Eight (16,668) restricted shares (originally 300,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
December 16, 2014		5,556
March 14, 2016		5,556
December 16, 2016		5,556

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Timothy Janke
	Timothy Janke

	PERSHING GOLD CORPORATION

By:

/s/ Eric Alexander

	Name: Eric Alexander
	Title: Vice President of Finance and Controller

Exhibit 10.5

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

A. On December 11, 2014, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Forty-Two Thousand Five Hundred One (42,501) restricted shares (originally 765,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
March 14, 2016		14,167
December 11, 2016		14,167
December 11, 2017		14,167

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Timothy Janke
	Timothy Janke

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
	Name: Eric Alexander
	Title: Vice President of Finance and Controller

Exhibit 10.6

PERSHING GOLD CORPORATION

SECOND AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

This Second Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Timothy Janke (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Sixteen Thousand Six Hundred Sixty-Eight (16,668) restricted shares (originally 300,000 shares on a pre-split basis)(the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

C. The Corporation and Holder have agreed to amend the Agreement, as amended by the First Amendment, as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
February 12, 2014		5,556
February 12, 2016		5,556
February 12, 2017		5,556

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Timothy Janke
	Timothy Janke

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
	Name: Eric Alexander
	Title: Vice President of Finance and Controller

Exhibit 10.7

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT

(Non-Assignable)

This First Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Debra Struhsacker (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On December 16, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Five Thousand Five Hundred Fifty-Seven (5,557) restricted shares (originally 100,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
December 16, 2013		1,853
March 14, 2016		1,852
December 16, 2016		1,852

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Debra Struhsacker
	Debra Struhsacker

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
	Name: Eric Alexander
	Title: Vice President of Finance and Controller

Exhibit 10.8

PERSHING GOLD CORPORATION

FIRST AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

A. On December 11, 2014, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Fourteen Thousand Seven Hundred Twenty-Four (14,724) restricted shares (originally 265,000 shares on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

B. The Corporation and Holder have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
March 14, 2016		4,908
December 11, 2016		4,908
December 11, 2017		4,908

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Debra Struhsacker
	Debra Struhsacker

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
	Name: Eric Alexander
	Title: Vice President of Finance and Controller

Exhibit 10.9

PERSHING GOLD CORPORATION

SECOND AMENDMENT TO

RESTRICTED STOCK GRANT AGREEMENT
(Non-Assignable)

This Second Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Debra Struhsacker (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A. On February 12, 2013, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant to which Holder was granted Forty One Thousand Six Hundred Sixty-Seven (41,667) restricted shares (originally 750,000 shares on a pre-split basis)(the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.

C. The Corporation and Holder have agreed to amend the Agreement, as amended by the First Amendment, as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the following:

Date	Number of Shares Vested
February 12, 2014		13,889
February 12, 2016		13,889
February 12, 2017		13,889

3. Counterparts. This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.

4. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Nevada without reference to principles of conflicts of laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

	HOLDER:

	/s/ Debra Struhsacker
	Debra Struhsacker

	PERSHING GOLD CORPORATION

	By:	/s/ Eric Alexander
	Name: Eric Alexander
	Title: Vice President of Finance and Controller