Exhibit 10.3






Exhibit 10.3




MOLYCORP, INC.




RESTRICTED STOCK UNITS AGREEMENT



WHEREAS, [GRANTEE NAME] (the “Grantee”) is an employee of Molycorp, Inc. or one of its
Subsidiaries;



WHEREAS, the grant of Restricted Stock Units was authorized by a resolution of the
Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on
_____ ___, 20_____ (the “Date of Grant”), and the execution of a Restricted Stock Units agreement
substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a
resolution of the Compensation Committee that was duly adopted on _____ ___, 20_____.



NOW, THEREFORE, pursuant to the Company’s 2010 Equity and Performance Incentive Plan (the
“Plan”), and subject to the terms and conditions thereof and the terms and conditions hereinafter
set forth, the Company has granted to Grantee as of the Date of Grant
_____ Restricted Stock
Units (“RSUs”).



1. Payment of RSUs. The RSUs covered by this Agreement shall become payable to
Grantee if they become nonforfeitable in accordance with Section 2, Section 3, or
Section 4 hereof.



2. Vesting of RSUs. Subject to the terms and conditions of Sections 3,
4 and 5 hereof, Grantee’s right to receive the shares of Common Stock subject to
the RSUs shall become nonforfeitable with respect to one-hundred percent (100%) of the total number
of RSUs on the third anniversary of the Date of Grant (the “Vesting Date”) if (i) Grantee remains
continuously employed by the Company or any of its Subsidiaries until such time or (ii) Grantee’s
employment with the Company or any Subsidiary is terminated during the three-year period following
the Date of Grant by reason of Normal Retirement.



3. Effect of Change of Control. In the event a Change of Control occurs prior to the
RSUs becoming nonforfeitable as provided in Section 2 above and while Grantee is an
employee of the Company or any Subsidiary, the RSUs covered by this Agreement shall become
nonforfeitable and payable to Grantee if, in connection with such Change of Control, the successor
corporation does not assume the obligations of the Company under this Agreement or provide Grantee
with a substitute award with rights equivalent to the rights provided under this Agreement.
However, if the preceding sentence applies and if the Change of Control does not constitute a
“change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, then issuance of the
Common Shares underlying the RSUs (or payment of any other form of consideration into which the
Common Shares underlying the RSUs may have been converted in connection with the Change of Control)
will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to
Grantee on the earlier of (a) Grantee’s “separation from service” with the Company and its
Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) (or, if Grantee
is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance
with Section 409A of the Code, the date of issuance or payment shall be the first day of the
seventh month after the date of Grantee’s


 


 









 





separation from service with the Company and its Subsidiaries within the meaning of Section
409A(a)(2)(A)(i) of the Code), (b) the Vesting Date under Section 2, or (c) Grantee’s
death. Subject to the following sentence, if the successor corporation assumes the obligations of
the Company under this Agreement or provides Grantee with a substitute award with rights equivalent
to the rights provided under this Agreement, then no such acceleration shall apply and the terms of
this Agreement shall apply to the assumed or substitute award, except as may otherwise be provided
in a written agreement between Grantee and the Company. Notwithstanding the foregoing, if,
following a Change of Control, (x) the successor corporation assumes the obligations of the Company
under this Agreement or provides Grantee with a substitute award with rights equivalent to the
rights provided under this Agreement and (y) during the two-year period following the Change of
Control, the Company or any Subsidiary terminates Grantee’s employment without Cause or Grantee
terminates his or her employment for Good Reason, then the RSUs covered by this Agreement or any
substitute award shall become nonforfeitable and payable to Grantee upon such termination of
employment; provided, however, that if Grantee is a “specified employee” as
determined pursuant to procedures adopted by the Company in compliance with Section 409A of the
Code, the date of issuance or payment shall be the first day of the seventh month after the date of
Grantee’s separation from service with the Company and its Subsidiaries within the meaning of
Section 409A(a)(2)(A)(i) of the Code.




4. Effect of Termination Due to Death or Disability. Notwithstanding Section
2 above, if Grantee dies or Grantee’s employment is terminated because Grantee becomes Disabled
while in the employ of the Company or any Subsidiary, the RSUs covered by this Agreement shall
immediately become nonforfeitable and payable to Grantee. However, if the event triggering the
right to payment under this Agreement is the termination of Grantee’s employment because Grantee
becomes Disabled and Grantee is a “specified employee” as determined pursuant to procedures adopted
by the Company in compliance with Section 409A of the Code, the date of issuance shall be the first
day of the seventh month after the date of Grantee’s separation from service with the Company or
any of its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code.



5. Forfeiture of Awards. In the event that Grantee’s employment shall terminate in a
manner other than Normal Retirement or any specified in Sections 3 or 4 hereof,
Grantee shall forfeit any RSUs that have not become nonforfeitable by such Grantee at the time of
such termination. In the event that Grantee intentionally commits an act that the Compensation
Committee determines to be materially adverse to the interests of the Company or any Subsidiary,
Grantee’s right to receive any shares of Common Stock to be delivered with respect to the
Restricted Stock Units covered by this Agreement shall be forfeited at the time of that
determination notwithstanding any other provision of this Agreement.



6. Form and Time of Payment of RSUs. Except as otherwise provided for in Section
9, payment for the RSUs shall be made in form of shares of Common Stock on the date they become
nonforfeitable or otherwise become payable in accordance with Section 2, Section 3
or Section 4 hereof. To the extent that the Company is required to withhold any federal,
state, local or foreign taxes in connection with (a) the delivery of shares of Common Stock to
Grantee or any other person under this Agreement or (b) Grantee’s attainment of eligibility for
Normal Retirement, and the amounts available to the Company for such withholding are insufficient,
it shall be a condition to the receipt of such delivery or any future delivery that Grantee shall
pay


 


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such taxes or make arrangements that are satisfactory to the Company for payment thereof.
Grantee may elect to have the number of shares of Common Stock to be delivered to Grantee or such
other person reduced (based on the Market Value Per Share as of the date the RSUs become payable)
to provide for the taxes required to be withheld, with any fractional shares that would otherwise
be delivered being rounded up to the next nearest whole share. If the Company is required to
withhold any federal, state, local or foreign taxes in connection with Grantee’s becoming eligible
for Normal Retirement, Grantee may elect to accelerate the delivery of a portion of the Restricted
Shares to satisfy the Company’s withholding obligations (including any withholding obligations for
income tax arising from the accelerated delivery of such Restricted Shares) to the extent that such
accelerated delivery is permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi). In no
event, however, shall the Market Value Per Share of the shares of Common Stock to be withheld
and/or delivered pursuant to this Section 6 to satisfy applicable withholding taxes in
connection with the benefit exceed the minimum amount of taxes required to be withheld. The Board
(or the Compensation Committee) may, at its discretion, adopt any alternative method of providing
for taxes to be withheld. Elections to defer receipt of the Shares beyond the date of payment
provided herein may be permitted in the discretion of the Board pursuant to procedures established
by the Board in compliance with the requirements of Section 409A of the Code.




7. Payment of Dividend Equivalents. From and after the Date of Grant and until the
earlier of (a) the time when the RSUs become nonforfeitable and payable in accordance with
Section 2, Section 3 or Section 4 hereof or (b) the time when Grantee’s
right to receive shares of Common Stock upon payment of RSUs is forfeited in accordance with
Section 5 hereof, on the date that the Company pays a cash dividend (if any) to holders of
shares of Common Stock generally, Grantee shall be entitled to dividend equivalents with respect to
each outstanding RSU. On the date the dividend is paid, the dividend equivalents will be credited
as either:




	 	i.	 	a cash amount equal to the product of (A) the
dollar amount of the cash dividend paid per share of Common Stock on such
date and (B) the number of outstanding RSUs credited to Grantee as of
such date; or
	 
	 	ii.	 	a number of additional whole RSUs determined by
dividing (A) the product of (1) the dollar amount of the cash dividend
paid per share of Common Stock on such date and (2) the number of RSUs
credited to Grantee as of such date, by (B) the Market Value Per Share on
such date.





The form of the dividend equivalents credited to the outstanding RSUs will be determined by the
Compensation Committee at its own discretion. Such dividend equivalents (if any) shall be subject
to the same terms and conditions as the RSUs and shall be paid, settled or forfeited, in shares of
Common Stock or cash, as applicable, in the same manner and at the same time as the RSUs to which
the dividend equivalents were credited.




8. RSUs Nontransferable. Neither the RSUs granted hereby nor any interest therein or
in the shares of Common Stock related thereto shall be transferable or assignable other than by
will or the laws of descent and distribution prior to payment.


 


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9. Adjustments. The Board shall make any adjustments in the number of RSUs or other
securities covered by this Agreement that the Board may determine to be equitably
required to prevent any dilution or expansion of Grantee’s rights under this Agreement that
otherwise would result from any (a) stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (b) merger,
consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or
complete liquidation involving the Company or other distribution of assets, issuance of rights or
warrants to purchase securities of the Company, or (c) other transaction or event having an effect
similar to any of those referred to in Section 9(a) or 9(b) hereof. Furthermore,
in the event that any transaction or event described or referred to in the immediately preceding
sentence shall occur, the Board may provide in substitution of any or all of Grantee’s rights under
this Agreement such alternative consideration as the Board may determine in good faith to be
equitable under the circumstances.



10. Compliance with Section 409A of the Code. To the extent applicable, it is
intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code,
so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee.
This Agreement and the Plan shall be administered in a manner consistent with this intent.
Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as
amended, and will also include any regulations or any other formal guidance promulgated with
respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.



11. Continuous Employment. For purposes of this Agreement, the continuous employment
of Grantee with the Company or any Subsidiary shall not be deemed to have been interrupted, and
Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by
reason of the (a) transfer of Grantee’s employment among the Company and its Subsidiaries or (b) an
approved leave of absence.



12. No Employment Contract. The grant of the RSUs to Grantee is a voluntary,
discretionary award being made on a one-time basis and it does not constitute a commitment to make
any future awards. The grant of the RSUs and any payments made hereunder will not be considered
salary or other compensation for purposes of any severance pay or similar allowance, except as
otherwise required by law. Nothing in this Agreement will give Grantee any right to continue
employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the
right of the Company or any Subsidiary to terminate the employment of Grantee.



13. Information. Information about Grantee and Grantee’s participation in the Plan
may be collected, recorded and held, used and disclosed for any purpose related to the
administration of the Plan. Grantee understands that such processing of this information may need
to be carried out by the Company and its Subsidiaries and by third party administrators whether
such persons are located within Grantee’s country or elsewhere, including the United States of
America. Grantee consents to the processing of information relating to Grantee and Grantee’s
participation in the Plan in any one or more of the ways referred to above.


 


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14. Relation to Plan. This Agreement is subject to the terms and conditions of the
Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. All terms used herein with initial capital letters and not otherwise defined
herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The
Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the RSUs. The interpretation and
construction by the Compensation Committee of any provision of the Plan or this Agreement and any
determination by the Compensation Committee pursuant to any provision of the Plan or this Agreement
will be final and conclusive.



15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of Grantee under this Agreement without
Grantee’s consent (provided, however, that Grantee’s consent shall not be required
to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of
the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any
regulations promulgated thereunder).



16. Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision to any other person
or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.



17. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, that
notwithstanding any other provision of this Agreement, the RSUs covered by this Agreement shall not
be paid if the payment thereof would result in violation of any such law.



18. Successors and Assigns. Without limiting Section 8 hereof, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns
of the Company.



19. Governing
Law. This Agreement shall be governed by and construed in accordance
with the internal substantive laws of the State of Delaware, without giving effect to any
principles of conflict of laws thereof.



20. Definitions. As used in this Agreement,




(a) “Cause” shall have the meaning ascribed to it in any employment agreement between
Grantee and the Company or any of its Subsidiaries; provided that if Grantee does not have
an employment agreement with the Company or any of its Subsidiaries that includes a
definition of “Cause,” then a termination for “Cause” shall mean the termination by the
Company or any Subsidiary of Grantee’s employment with the Company or any Subsidiary as a
result of (i) the commission by Grantee of a felony or a fraud, (ii) gross negligence or
gross misconduct by Grantee with respect to the Company or any Subsidiary or affiliate of
the Company, (iii) Grantee’s failure to follow the directions of the Board or Chief
Executive Officer of the Company, which failure is not cured within three days after written
notice thereof to Grantee, (iv) Grantee’s
violation of any non-competition, non-solicitation or non-disclosure agreement with
the Company or any Subsidiary, (v) Grantee’s breach of a material employment policy of the
Company, which breach is not cured within three days after written notice thereof to
Grantee, or (vi) any other breach by Grantee of any agreement with the Company or any
Subsidiary that is material and is not cured within thirty days after written notice thereof
to Grantee.


 


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(b) “Change of Control” means the occurrence of any of the following events:




	 	(i)	 	the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of voting securities
of the Company where such acquisition causes such Person to own more
than 50% of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection
(i), the following acquisitions shall not be deemed to result in a
Change of Control: (A) any acquisition directly from the Company that
is approved by the Incumbent Board (as defined in subsection (ii)
below), (B) any acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (D) any
acquisition by any corporation pursuant to a transaction that complies
with clauses (A), (B) and (C) of subsection (iii) below;
provided, further, that if any Person’s beneficial
ownership of the Outstanding Company Voting Securities exceeds 50% as a
result of a transaction described in clause (A) or (B) above, and such
Person subsequently acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition shall be treated
as an acquisition that causes such Person to own more than 50% of the
Outstanding Company Voting Securities; and provided,
further, that if at least a majority of the members of the
Incumbent Board determines in good faith that a Person has acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 50% of the Outstanding Company
Voting Securities inadvertently, and such Person divests as promptly as
practicable a sufficient number of shares so that such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) less than or equal to 50% of the Outstanding Company
Voting Securities, then no Change of Control shall have occurred as a
result of such Person’s acquisition;



 


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	 	(ii)	 	individuals who, as of September 30, 2010,
constitute the Board (the “Incumbent Board” as modified by this
subsection (ii)) cease
for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to September 30, 2010 whose election, or
nomination for election by the Company’s stockholders, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board (either by specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee
for director, without objection to such nomination) shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
	 
	 	(iii)	 	the consummation of a reorganization, merger
or consolidation or sale or other disposition of all or substantially
all of the assets of the Company or the acquisition of assets of
another corporation or other transaction (“Business Combination”)
excluding, however, such a Business Combination pursuant to which (A)
the individuals and entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that as a result of such
transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries),
(B) no Person (excluding any employee benefit plan (or related trust)
of the Company, the Company or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, more than 50%
of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the entity
resulting from such Business Combination and (C) at least a majority of
the members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
	 
	 	(iv)	 	approval by the stockholders of the Company of
a complete liquidation or dissolution of the Company except pursuant to
a Business Combination that complies with clauses (A), (B) and (C) of
subsection (iii) above.



 


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(c) “Disabled” means, as a result of injury or sickness, Grantee is unable for a period
of 180 days to perform with reasonable continuity the essential duties necessary to pursue
Grantee’s occupation in the usual or customary way.




(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, as such law, rules and regulations may be amended from time to
time.




(e) “Good Reason” means Grantee’s termination of his or her employment as a result of
(i) any material diminution in Grantee’s authority, duties or responsibilities or (ii) a
relocation of Grantee’s principal office to a location that is in excess of fifty (50) miles
from its location as of the Date of Grant. Notwithstanding the foregoing, no termination of
employment by Grantee shall constitute a termination for “Good Reason” unless (A) Grantee
gives the Company or any Subsidiary employing Grantee notice of the existence of an event
described in clause (i) or (ii) above within sixty (60) days following the occurrence
thereof, (B) the Company or any Subsidiary employing Grantee does not remedy such event
within thirty (30) days of receiving the notice described in the preceding clause (A), and
(C) Grantee terminates employment within five (5) days of the end of the cure period
specified in clause (B), above.




(f) “Normal Retirement” means, unless the Board determines otherwise, termination of
employment (other than by death or disability and other than in the event of termination for
Cause) by Grantee after attaining age 65 and completing 5 or more years of combined service
with the Company and its affiliates.



[SIGNATURES ON FOLLOWING PAGE]



 


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Executed
in the name and on behalf of the Company, as of the _____ day of _____, 20__.



	 	 	 	 	 
	 	MOLYCORP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement
and accepts the right to receive the RSUs or other securities covered hereby, subject to the terms
and conditions of the Plan and the terms and conditions herein above set forth.



	 	 	 	 	 
	 	 	 
	 	Grantee 	 
	 	 	 
	 	Date:  	 	 



 


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