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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Amendment of Alexander Severance Agreement
On January 11, 2017, Pershing Gold Corporation
(the “Company”) and Eric Alexander, the Company’s Vice President Finance and Controller and principal financial
officer, entered into a Third Amended Severance Compensation Agreement dated January 11, 2017 (the “Third Amended Agreement”).
The Third Amended Agreement replaces the Second Amended Severance Compensation Agreement between the Company and Mr. Alexander
dated September 15, 2016 (the “Amended Agreement”), a copy of which was filed as Exhibit 10.1 to the Current Report
on Form 8-K filed on September 21, 2016.
The Third Amended Agreement extends the
term of the Amended Agreement to December 31, 2017. In all other material respects, the Third Amended Agreement is similar to the
Second Amended Agreement.
Amendment of Janke Offer of Employment
On January 11, 2017, the Company and Timothy
Janke, the Company’s Chief Operating Officer, entered into an Amendment to Offer of Employment dated January 11, 2017 (“Amended
Offer of Employment”), amending and extending of the terms of the Offer of Employment letter agreement between the Company and Mr.
Janke dated August 27, 2014 (the “Offer of Employment”), a copy of which was filed as Exhibit 10.1 to the Current Report
on Form 8-K filed on September 4, 2014.
The Amended Offer of Employment extends
Mr. Janke’s period of eligibility for severance payments under the Offer of Employment to December 31, 2017. In all other
material respects, the Amended Offer of Employment is similar to the Offer of Employment.
Amendment of Struhsacker Severance Agreement
On January 11, 2017, the Company and Debra
Struhsacker, the Company’s Senior Vice President, entered into a Second Extension Severance Compensation Agreement dated
January 11, 2017 (“Amended Severance Agreement”), amending and extending the terms of the Severance Compensation Agreement
between the Company and Ms. Struhsacker dated as of September 19, 2013 (as amended, the “Severance Agreement”), a copy
of which Severance Agreement was filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 13, 2015.
The Amended Severance Agreement extends
Ms. Struhsacker’s period of eligibility for severance payments under the Severance Agreement to December 31, 2017. In all
other material respects, the Amended Severance Agreement is similar to the Severance Agreement.