Exhibit
10.9


 


AMENDED
AND RESTATED


RESTRICTED
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:

  	
   

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule

  	
   

  	
  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 or in service to the Company on each such date, as described below:

   

                   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.

  



 


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


 


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; Termination of Employment or
Service to the Company.


 


(a)           The Units shall become vested 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. 
Immediately upon each vesting date, each vested Unit shall be canceled
and settled in exchange for one common share of the Company.  In no circumstance shall such settlement take
place later than two-and-one-half-months after the end of the year in which
vesting has occurred.


 


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(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)           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 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 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 (or other service to the Company, if
applicable).  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 


 


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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.


 


(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 or Continued Service.  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 


 


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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 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.


 


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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 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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