Exhibit
10.10


 


AMENDED
AND RESTATED


STOCK
OPTION AWARD AGREEMENT


UNDER
THE


THOMPSON
CREEK METALS COMPANY INC. 

2010 LONG-TERM INCENTIVE PLAN


 


	
  Name of Participant:

  	
   

  	
  [Name]

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares Subject
  to the Option:

  	
   

  	
  [     ] shares of common stock of the Company
  (the “Shares”)

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share:

  	
   

  	
  [     ]

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
  [     ]

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  Nonqualified Stock Option

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  One-Third (1/3) of the
  Shares subject to the Option will vest immediately on the Award Date and
  One-Third (1/3) of the Shares subject to the Option will vest on the second
  and third anniversaries of the Award Date, respectively, subject to you
  remaining continuously employed or in service to the Company on each such
  date, as described below:

   

                   Shares to vest on   [             ]

                   Shares to vest on   [            
  ]

                   Shares to vest on   [             ]

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  [     ]

  



 


This
Amended and Restated Stock
Option Award Agreement (the “Agreement”) is between Thompson Creek
Metals Company Inc. (the “Company”), and you, the Participant named
above [and supersedes the Stock Option Award
Agreement, dated         
      , 2010, between the Company and you].  The Company wishes to grant to you an Option,
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:


 


1.             Award of Option. The Company hereby grants to
you, effective as of the Award Date, an Option (the “Option”) to
purchase any part or all of an aggregate of the number of Shares set forth
above under “Total Number of Shares Subject to the Option,” upon the terms and
conditions set forth in the Plan and this Agreement (as described herein, the “Award”).


 


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2.             Vesting and Exercisability; Termination of Employment
or Service to the Company.


 


(a)           The Option shall become vested and exercisable in such
amounts and at such times as are set forth above under “Vesting Schedule”.  The installments provided for in the vesting
schedule set forth above are cumulative. 
Each such installment which becomes vested and exercisable pursuant to
the vesting schedule set forth above shall remain vested and exercisable until
it becomes unexercisable under Section 2(c) or Section 3 of this Agreement.


 


(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 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)           Upon a termination of your employment (or other service to
the Company, if applicable) for any reason (except as provided in the following
sentence), you will forfeit the portion of the Option 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 and permanent disability (evidenced by
receipt of disability benefits under a Company-sponsored disability plan), the
Option shall be vested and fully exercisable as of such termination date.  The portion of the Option that is vested at
the time of termination, if any, will remain exercisable for the time periods
set forth in Section 3 below.  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.             Expiration of Option. The Option may not be
exercised to any extent by anyone after, and shall be cancelled upon, the first
to occur of the following events:


 


(a)           The Expiration Date set forth above;


 


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(b)           The expiration of three (3) months from the date of a
termination of your employment by the Company or an Affiliate (or other
termination of service to the Company, if applicable) for any reason other than
for Cause or death or total and permanent disability (as defined below);


 


(c)           The expiration of twelve (12) months from the date of a
termination of your employment by reason of your death or total and permanent
disability (evidenced by receipt of disability benefits under a Company-sponsored
disability plan); or


 


(d)           The date your employment or service with the Company or an
Affiliate terminates by reason of a termination for Cause.


 


4.             Exercise of the Option.


 


(a)           Persons Eligible to Exercise.  During your lifetime, only you (or your permitted
transferee, as described in Section 7 below) may exercise the Option or any
portion thereof. After your death, any exercisable portion of the Option may,
prior to the time when the Option becomes unexercisable under Section 2(c) or
Section 3 of this Agreement, be exercised by your personal representative or by
any person empowered to do so under your will or under the then applicable laws
of descent and distribution.


 


(b)           Partial Exercise. 
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
2(c) or Section 3 of this Agreement.  The
Option shall not be exercised for fractional Shares.


 


(c)           Manner of Exercise. The Option, or any exercisable
portion thereof, may be exercised solely by delivery to the Plan’s
administrator (currently Solium Capital) of all of the following prior to the
time when the Option or such portion thereof becomes unexercisable under
Section 2(c) or Section 3 of this Agreement:


 


(i)            An exercise notice electronically or in writing signed by
you or any other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the Committee. Such
notice shall be substantially in the form attached as Exhibit A to this
Agreement (or such other form as is prescribed by the Committee);


 


(ii)           The receipt by the Company of full payment for the Shares
with respect to which the Option or portion thereof is exercised, including
payment of any applicable withholding taxes, which may be in one or more of the
forms of consideration permitted under Section 5; and


 


(iii)          In the event the Option or portion thereof shall be
exercised under Section 4(a) by any person or persons other than you,
appropriate proof of the right of such person or persons to exercise the
Option.


 


5.             Method of Payment. Payment of the Exercise Price
shall be by any of the following, or a combination thereof:


 


(a)           by cash, check, or other cash equivalent approved by the
Committee; or


 


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(b)           by the tendering of other Shares to the Company in exchange
for the Company’s reducing the number of Shares issuable upon the exercise of
the Option.


 


The
Committee shall determine acceptable methods for tendering Shares to exercise
an Option under the Plan and may impose such limitations and prohibitions on the
use of Shares to exercise Options as it deems appropriate.  Tendering of previously owned Shares shall
not be available to optionholders who are Canadian taxpayers.


 


6.                 Conditions to Issuance of Shares. The Company
shall not be required to issue or deliver any Shares purchased upon the
exercise of the Option or portion thereof prior to (i) the receipt by the
Company of full payment for such Shares, including payment of any applicable
withholding tax, which, in the discretion of the Committee, may be in one or
more of the forms of consideration permitted under Section 5, and (ii) the
satisfaction of the Company of any of the conditions or requirements set forth
in Section 10(c) of this Agreement.


 


7.                 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 Shares purchasable upon the exercise of any part of the Option
unless and until such Shares 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.


 


8.                 Transferability.  The Option may not be sold, pledged, assigned
or transferred in any manner unless and until the Shares underlying the Option
have been issued and all restrictions applicable to such Shares have lapsed.
Notwithstanding the foregoing, the Option may be transferred (a) by will or the
laws of descent and distribution or (b) 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 8, neither the Option 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.


 


9.             Taxes.


 


(a)           You acknowledge  that
you will consult with your personal tax advisor regarding the federal, state,
and local tax consequences of the Award and/or exercise of the Option and any
other matters related to the Option.  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 Option or any other matters related to the Option and this Agreement.


 


10.               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 


 


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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 or Continued Service.  In consideration of the grant of the Option
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 “stock right”. 
This Award Agreement and all related 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 10(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 Option 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.


 


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(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 COMPANY, THE COMPANY SHALL REVOKE ALL OPTIONS 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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EXHIBIT
A


 


To
Stock Option Award Agreement


Form of
Exercise Notice


 


Effective as of today,
                          ,
20      , I, the undersigned, hereby elect to
exercise the option to purchase the number of shares of common stock specified
below (the “Shares”) of Thompson Creek Metals Company Inc. (the “Company”),
under and pursuant to the Thompson Creek Metals Company Inc. 2010 Long-Term
Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated
as of
                          
(the “Option Agreement”). Capitalized terms used herein without
definition shall have the meanings given in the Plan and, if not defined in the
Plan, the Option Agreement.


 


	
  Award Date:

  	
   

  	
                                                  

  
	
   

  	
   

  	
   

  
	
  Number of Shares as to which
  Option is Exercised:

  	
   

  	
                                                  

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
                                                  

  
	
   

  	
   

  	
   

  
	
  Total Exercise Price:

  	
   

  	
                                                  

  
	
   

  	
   

  	
   

  
	
  Payment delivered:

  (Representing
  herewith:  the full Exercise Price for
  the Shares, as well as any applicable withholding tax)

  	
   

  	
  $                                              

  
	
   

  	
   

  	
   

  
	
  Form of Payment:

  	
   

  	
  (Please
  Specify)

  



 


I acknowledge that I have
received, read and understood the Plan and the Option Agreement. I agree to
abide by and be bound by their terms and conditions.  I understand that I may suffer adverse tax
consequences as a result of my purchase or disposition of the Shares. I
represent that I have consulted with any tax consultants that I deem advisable
in connection with the purchase or disposition of the Shares and that I am not relying
on the Company for any tax advice. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and me with
respect to the subject matter hereof.


 


DATED this                        day
of                                ,
20         .


 


	
  By:

  	
   

  	
  Accepted:

  
	
   

  	
   

  	
   

  
	
   

  	
   (Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Company Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Title

  
				



 


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