First Amendment to Amended and Restated Restricted Stock Agreement between Pershing Gold Corporation and Stephen Alfers

Exhibit 10.2

PERSHING GOLD CORPORATION
2012 Equity Incentive Plan

FIRST AMENDMENT TO AMENDED AND RESTATED

RESTRICTED STOCK AGREEMENT
(Non-Assignable)

This First Amendment, dated as of December 23, 2013 (this “Amendment”), to the Amended and Restated Restricted Stock Agreement, dated as of May 13, 2013 (the “Agreement”), is entered into by and between Stephen Alfers (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

A.                                    Pursuant to the Agreement, Holder was granted, on June 18, 2012, One Million One Hundred Seven Thousand Four Hundred Ninety (1,107,490) shares (the “Shares”) of the Restricted Stock, par value $0.0001 per Share, of the Corporation pursuant to and subject to the terms of the Corporation’s 2012 Equity Incentive Plan (“Plan”).

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

NOW, THEREFORE, in consideration 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 Agreement.  The Agreement is hereby amended by deleting Section 1 thereof and replacing it with the following:

1.                                      Vesting Schedule.  The Shares shall be subject to the following vesting provisions.  All vesting is subject to claw-backs (as set forth in Section 2 herein) in the event of any breach of Corporate policy, restatements and/or adjustments, and the terms of the Plan including Section 6(f) (Termination of Employment).  Notwithstanding anything herein to the contrary, all vested shares may be exercised and disposed of not sooner than six months following the date hereof.

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.

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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.

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

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