Exhibit
10.8


 


AMENDED
AND RESTATED


PERFORMANCE
SHARE UNIT AWARD AGREEMENT


UNDER
THE


THOMPSON
CREEK METALS COMPANY INC. 

2010 LONG-TERM INCENTIVE PLAN


 


	
  Name
  of Participant:

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Units Subject to the Award:

  	
   

  	
  [       ] (the “Units”)

  
	
   

  	
   

  	
   

  
	
  Award
  Date:

  	
   

  	
  [            ]

  
	
   

  	
   

  	
   

  
	
  Award
  Price:

  	
   

  	
  [$          ]

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule and Performance Metrics:

  	
   

  	
  One-Third
  (1/3) of the Units will vest on each of the first, second, and third
  anniversaries of the Award Date, subject to you remaining continuously
  employed on each such date, if the per share closing price of Company’s
  common stock (as listed on the New York Stock Exchange) on such date is
  higher than the Award Price:

   

                   Units to vest on [           ]

   

                   Units to vest on [           ]

   

                   Units to vest on [           ]

   

  Note
  that no portion of this Award relates to services rendered in a year prior to
  the year of the Award Date.

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
   

  



 


This
Amended and Restated Performance Share Unit Award Agreement (the “Agreement”)
is between Thompson Creek Metals Company Inc. (the “Company”), and you,
the Participant named above [ and supersedes
the Performance Share Unit Award Agreement, dated
        
      , 2010, between the Company and you].  The Company wishes to grant to you a
Performance Share Unit Award, subject to vesting and certain other restrictions
as provided in this Agreement, under the Thompson Creek Metals Company Inc.
2010 Long-Term Incentive Plan, as the same may be amended from time to time
(the “Plan”).  Accordingly, for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and you hereby agree as follows:


 


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1.             Award of Units. The Company hereby grants to you,
effective as of the Award Date, the number of Units set forth above under “Total
Number of Units Subject to the Award,” upon the terms and conditions set forth
in the Plan and this Agreement (as described herein, the “Award”).


 


2.             Vesting and Settlement; Performance Metrics;
Termination of Employment.


 


(a)           Immediately upon either the first, second or third
anniversary of the Award Date, if the per share closing price of Company’s
common stock (as listed on the New York Stock Exchange) on such date is higher
than the Award Price, the Participant will receive the shares as are set forth
above under “Vesting Schedule”.  The
installments provided for in the Vesting Schedule set forth above are
cumulative.  Immediately upon each
vesting date, each vested Unit shall be canceled and settled in exchange for
one common share of the Company.  On
either the first or second anniversary of the Award Date, if the per share
closing price of Company’s common stock (as listed on the New York Stock
Exchange) on such date is at or lower than the Award Price, such Units shall
not vest and shall be carried forward to the following year and shall vest if
the performance targets listed in the Vesting Schedule for such year are
satisfied.  Notwithstanding the
foregoing, if on the third anniversary of the Award Date, the per share closing
price of Company’s common stock (as listed on the New York Stock Exchange) is
at or lower than the Award Price, all unvested Units shall be forfeited.


 


(b)           In the event of a Change of Control, the Administrator may
determine, in its sole and absolute discretion, that any of the following may
occur:


 


(i)                                     the Award may
be assumed, converted or replaced by the successor or acquiring corporation (if
any), which assumption, conversion or replacement will be binding on you;


 


(ii)                                  the successor
or acquiring corporation may substitute equivalent awards or provide
substantially similar consideration, shares or other property subject to
repurchase restrictions and other provisions no less favorable to you than
those which applied to the Award immediately prior to such Change of Control;
or


 


(iii)                               the vesting and
settlement of the Award may be accelerated.


 


Notwithstanding
the foregoing, in the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace or substitute the Award, as provided above,
the vesting and settlement of the Award shall be accelerated upon a Change of
Control.  For purposes of this Section 2(b),
the last paragraph of the definition of “Change of Control” in Section 2(h) of
the Plan shall be disregarded.


 


(c)           In no circumstance shall settlement take place later than
two-and-one-half-months after the end of the year in which vesting has
occurred.


 


(d)           Upon a termination of your employment for any reason
(except as provided in the following sentence), you will forfeit the portion of
the Units that is unvested at the time of termination, without any
consideration due to you. 
Notwithstanding the foregoing sentence, in the event of your termination
due to retirement on or after age 62 or termination due to death or total 


 


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and permanent disability (evidenced by receipt of
disability benefits under a Company-sponsored disability plan), your Units will
continue to vest according the Vesting Schedule as though you were in active,
continuous employment.  All Units will be
forfeited as of the Expiration Date listed above.  The term “employment” for purposes of this
Agreement, means the performance of services for the Company or an Affiliate as
an employee for federal income tax purposes. 
You shall be deemed to have terminated employment either upon an actual
termination of your performing services for the Company or an Affiliate, or at
the time that the Affiliate with which you are employed ceases to be an “Affiliate”
under the terms of the Plan.  Your
employment with the Company or an Affiliate shall not be deemed to have
terminated if you take any military leave, sick leave, or other bona fide leave
of absence approved by the Company or the Affiliate, as applicable, regardless
of whether pay is suspended during such leave. 
Whether you have experienced a termination of employment will be
determined by the Compensation and Governance Committee of the Board of
Directors (the “Committee”), in its sole discretion.


 


3.             Rights as Stockholder. You shall not be, nor have
any of the rights or privileges of, a stockholder of the Company in respect of
any Units unless and until Shares settled for such Units shall have been issued
by the Company to you (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company).  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued.


 


4.             Transferability. 
The Units may not be sold, pledged, assigned or transferred in any
manner unless and until the Shares corresponding to such Units have been issued
and all restrictions applicable to such Shares have lapsed. Notwithstanding the
foregoing, the Units may be transferred, in the Committee’s discretion, to a
person or trust or partnership designated by you, only if, in each case, the
transferee executes a written consent to be bound by the terms of this
Agreement.  Except as described in this Section 4,
neither the Units nor any interest or right therein shall be liable for your
debts, contracts or engagements or your successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect.


 


5.                 Taxes.


 


(a)           Payment of any
employment taxes or income tax withholding shall be by the tendering of other
Shares to the Company in exchange for the Company’s reducing the number of
Shares issuable upon settlement of the Units; provided that no more than the
minimum statutory tax-withholding rate shall be withheld.  The Committee shall determine acceptable
methods for tendering Shares upon settlement of the Units and may impose such
limitations and prohibitions on the use of Shares to pay tax liabilities as it
deems appropriate, subject to the proviso in the preceding sentence.  For purposes of determining the amount of the
tax liability amounts satisfied by tendering Shares, such Shares shall be
valued at their Fair Market Value on the date of tender.


 


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(b)           You acknowledge  that you will
consult with your personal tax advisor regarding the federal, state, and local
tax consequences of the Award and any other matters related to this Award.  You are relying solely on your advisors and
not on any statements or representations of the Company or any of its agents,
and you understand that you are responsible for your own tax liability that may
arise as a result of the Award or any other matters related to the Award and
this Agreement.


 


6.             General Provisions.


 


(a)           Interpretations. 
This Agreement is subject in all respects to the terms of the Plan.  A copy of the Plan is available upon your request.  Terms used herein which are defined in the
Plan shall have the respective meanings given to such terms in the Plan, unless
otherwise defined herein.  In the event
that any provision of this Agreement is inconsistent with the terms of the
Plan, the terms of the Plan shall govern. 
Any question of administration or interpretation arising under this
Agreement shall be determined by the Committee administering the Plan, and such
determination shall be final, conclusive and binding upon all parties in interest.


 


(b)           No Right to Employment.  In consideration of the grant of the Award by
the Company, you agree to render faithful and efficient services to the Company
and its Affiliates. Nothing in the Plan or this Award Agreement shall confer
upon you any right to continue in the employ or service of the Company or any
Affiliate or shall interfere with or restrict in any way the rights of the
Company and its Affiliates, which rights are hereby expressly reserved, to
discharge or terminate your services at any time for any reason whatsoever,
with or without Cause (as defined in the Plan), except to the extent expressly
provided otherwise by applicable law or in a written agreement between you and
the Company or its Affiliates.


 


(c)           Securities Matters. 
The Company shall not be required to issue or deliver any Shares until
the requirements of any federal or state securities or other laws, rules or
regulations (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.  You acknowledge that the Plan is intended to
conform to the extent necessary with all provisions of the Securities Act and
the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, and state securities laws and
regulations. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the Shares are granted, only in such a manner as to conform
to such laws, rules and regulations. To the extent permitted by applicable
law, the Plan and this Agreement shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.


 


(d)           Headings. 
Headings are given to the sections and subsections of this Agreement
solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Agreement or
any provision hereof.


 


(e)           Saving Clause. 
If any provision(s) of this Agreement shall be determined to be
illegal or unenforceable, such determination shall in no manner affect the
legality or enforceability of any other provision hereof.


 


(f)            Section 409A. It is intended that this grant
will be exempt from Section 409A of the Internal Revenue Code as a “short-term
deferral.”  This Award Agreement and all
related 


 


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documentation are designed, and shall be interpreted
and administered, to this effect. 
However, nothing in the Agreement shall be construed to result in a
guarantee of this tax treatment, and you shall be responsible for all of your
federal, state and local taxes (and any related liabilities). This Section 6(f) does
not create an obligation on the part of the Company to modify the Plan or this
Agreement and does not guarantee that the Award or the Shares delivered
hereunder will not be subject to taxes, interest and penalties under Section 409A.


 


(g)           Governing Law. 
The internal law, and not the law of conflicts, of the State of Colorado
will govern all questions concerning the validity, construction and effect of
this Agreement.  All actions or
proceedings arising out of, or related to, this Agreement shall be brought only
in an appropriate federal or state court in Colorado and the parties hereby
consent to the jurisdiction of such courts over themselves and the subject
matter of such actions or proceedings.


 


(h)           Notices.  You
should send all written notices regarding this Agreement or the Plan to the
Company at the following address:


 


Thompson Creek Metals Company Inc.


26
West Dry Creek Circle, Suite 810


Littleton, CO 80120


Attn:   General Counsel


 


(i)            Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


(j)            Benefit and Binding Effect.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their respective successors,
permitted assigns, and legal representatives. 
The Company has the right to assign this Agreement, and such assignee
shall become entitled to all the rights of the Company hereunder to the extent
of such assignment.


 


IN WITNESS WHEREOF, the Company by one of its duly
authorized officers has executed this Agreement as of the day and year first
above written.


 


	
   

  	
  THOMPSON CREEK METALS
  COMPANY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 


Please
indicate your acceptance of the terms and conditions of this Agreement by
signing in the space provided below and returning a signed copy of this Agreement
to the Company. IF A FULLY EXECUTED COPY OF THIS AGREEMENT HAS NOT BEEN
RECEIVED BY THE 


 


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COMPANY,
THE COMPANY SHALL REVOKE ALL UNITS GRANTED TO YOU, AND AVOID ALL OBLIGATIONS
UNDER THIS AGREEMENT.


 


The
undersigned hereby accepts, and agrees to, all terms and provisions of this
Agreement.


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  



 


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