Exhibit 10.19


 


HYCROFT MINING CORPORATION

RESTRICTED STOCK UNIT AGREEMENT





(PERFORMANCE-VESTING)


 


THIS AGREEMENT (the “Agreement”)
is made and entered into as of this 20th day of February, 2019 (the “Grant Date”) by and between Hycroft Mining
Corporation, a Delaware corporation (the “Corporation”), and Randy Buffington (the “Participant”),
pursuant to the Hycroft Mining Corporation Performance and Incentive Pay Plan (the “Plan”). This Agreement and
the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein,
and the following terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth
in the Plan.


 


WITNESSETH:


 


WHEREAS, the Participant is the President
and Chief Executive Officer of the Corporation;


 


WHEREAS, the Corporation has adopted the
Plan in order to promote the interests of the Corporation, its Affiliated Entities and its stockholders by using stock-based and
cash-based incentives to attract, retain and motivate its management and other persons to encourage and reward such persons contributing
to the performance of the Corporation and to align their interests with the interests of the Corporation’s stockholders;


 


WHEREAS, the Compensation Committee of the
Board (the “Committee”) of the Board of Directors of the Corporation (the “Board”) has determined
that it is in the best interests of the Corporation to grant Restricted Stock Units (as defined herein) under the Plan to the Participant
on the terms and conditions set forth below to encourage the Participant to remain in the employ of the Corporation, a Subsidiary
of the Corporation or an Affiliated Entity and to reward the Participant for his continued employment; 


 


Whereas, the Corporation and Participant agreed in principle to this equity award on or about June 1, 2018; and


 


WHEREAS, the Corporation is contemplating
entering into a transaction with Mudrick Capital Acquisition Corporation, a publicly-traded special purpose acquisition corporation
formed by affiliates of Mudrick Capital (“MUDS”), pursuant to which the Corporation would sell substantially
all of the assets of its subsidiaries and certain of its assets and/or its shares of common stock (a “Sale Transaction”),
and upon consummation of such Sale Transaction the securities issued hereunder shall become convertible into shares of common stock
of MUDS in lieu of and in substitution for shares of the common stock of the Corporation (“Common Stock”).


 


NOW, THEREFORE, in consideration of the
various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.            Award
of Restricted Stock Units. In consideration for the continued service of the Participant to the Corporation and its Subsidiaries
and Affiliated Entities, and as part of the Plan, the Corporation hereby awards to the Participant, subject to the further terms
and conditions set forth in this Agreement, restricted stock units (the “Restricted Stock Units” or “RSUs”),
with a value of $787,500 as of the Grant Date (the “Grant Date Value”).


 






     


     


    

 


2.            No
Rights of Stockholder. Until converted as described in Section 6 hereof, the Restricted Stock Units represent the
Corporation’s unfunded and unsecured promise to issue shares of Common Stock, at a future date, subject to the terms of this
Agreement. The Participant has no rights with respect to the Restricted Stock Units other than rights of a general creditor of
the Corporation. Except as set forth in Section 3 hereof, the Participant shall not have any of the rights of a stockholder
with respect to unvested Restricted Stock Units.


 


3.            Dividend
Equivalents. Subject to the provisions of Section 5 hereof, in the event that the Corporation declares a dividend
on its Common Stock, the Corporation will increase the number of Restricted Stock Units hereunder (i.e., by increasing the
award) by the number of units, rounded to the nearest whole number, equal to the result of dividing (a) the per share cash
dividend paid by the Corporation on its shares of Common Stock multiplied by the number of unvested Restricted Stock Units awarded
to Participant under this Agreement as of the related dividend payment record date by (b) the fair market value of one share
of Common Stock on the related dividend payment record date.   Any such additional Restricted Stock Units shall be subject
to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original Restricted Stock
Units to which they relate. No additional Restricted Stock Units shall be granted with respect to any Restricted Stock Units which,
as of the dividend payment record date, have either vested or been terminated. For the avoidance of doubt, these Restricted Stock
Units shall not be entitled to, and no adjustment shall be made, for any distribution of shares of MUDS common stock received by
the Corporation in connection with the Sale Transaction to holders of shares of Common Stock.


 


4.            Restrictions
on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber
or otherwise dispose of any of the Restricted Stock Units or the rights granted hereunder (any such disposition or encumbrance
being referred to herein as a “Transfer”). Until converted as described in Section 6 hereof, any
Transfer or purported Transfer by the Participant of any of the Restricted Stock Units shall be null and void and the Corporation
shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer
has been made as the legal or beneficial holder of such Restricted Stock Units. The Restricted Stock Units shall not be subject
to sale, execution, pledge, attachment, encumbrance or other process prior to vesting and no person shall be entitled to exercise
any rights of the Participant as the holder of such Restricted Stock Units by virtue of any attempted execution, attachment or
other process until the Restricted Stock Units are converted as provided in Section 6 hereof.


 


5.            Vesting
of Restricted Stock Units.     Subject to any forfeiture
provisions in this Agreement or in the Plan, and subject to the terms of this Section 5 hereof, the Restricted
Stock Units shall vest in accordance with the corporate performance metrics set forth in Sections 5(a)-(g). The
Participant’s cumulative vested percentage of the Restricted Stock Units shall be the sum of the vesting percentages
earned in Sections 5(a)-(g), provided, however, that the Participant must be employed with the
Corporation or any of its Subsidiaries or Affiliates on the date a corporate performance metric is achieved in order to earn
any vesting credit with respect to such performance metric. The later of the date on which the Committee determines that a
corporate performance has been achieved or the closing of the MUDS Sale Transaction shall be the “Vesting
Date” for 50% of the RSU's and the later of (i) the second anniversary of the Effective Date and (ii) closing of the MUDS Sale Transaction
shall be the “Vesting Date” for the remaining 50% of the RSU’s.


 






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(a)          Operations.


 


	Date by which the First Ore to the Pads is Delivered	RSU Vesting Percentage
	On or before March 1, 2019	5.0% of the RSUs
	After March 1, 2019 but on or before March 15, 2019	2.5% of the RSUs
	After March 15, 2019	0.0% of the RSUs


 


(b)          2019
Gold Equivalent Sales. If the amount of 2019 Gold Equivalent Sales is at least 40,000 ounces but less than 50,000 ounces, and
if such amount is between sales targets listed below, the RSU Vesting Percentage earned shall be determined by linear interpolation.


 


	2019 Gold Equivalent Sales	RSU Vesting Percentage
	50,000 ounces or more	27.5% of the RSUs
	47,334 ounces	20.0% of the RSUs
	43,667 ounces	12.5% of the RSUs
	40,000 ounces	7.5% of the RSUs
	Less than 40,000 ounces	0.0% of the RSUs


 


(c)          Adjusted
Cash Cost Per Ounce of Gold Sold. If the Adjusted Cash Cost Per Ounce of Gold Sold is at least $1,000 per ounce or less but
less than $1,150 per ounce, and if such cost is between targets listed below, the RSU Vesting Percentage earned shall be determined
by linear interpolation.


 


	Adjusted Cash Cost Per Ounce of Gold Sold	RSU Vesting Percentage
	$1,000 per ounce or less	27.5% of the RSUs
	$1,050 per ounce	20.0% of the RSUs
	$1,100 per ounce	12.5% of the RSUs
	$1,150 per ounce	7.5% of the RSUs
	More than $1,150 per ounce	0.0% of the RSUs


 






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(d)          Capital
Expenditures. If the Corporation’s 2019 Capital Expenditures are at least $11.0 million but less than $13.0 million,
and if such capital expenditures are between targets listed below, the RSU Vesting Percentage earned shall be determined by linear
interpolation.


 


	2019 Capital Expenditures 	RSU Vesting Percentage
	Less than $11.0 million	12.5% of the RSUs
	$12.0 million	10.0% of the RSUs
	$13.0 million	7.5% of the RSUs
	More than $13.0 million	0.0% of the RSUs


 


(e)          Updated
Feasibility Study.


 


	Date by which an Updated Feasibility Study Incorporating Phase III Testwork is Successfully Completed	RSU Vesting Percentage
	Prior to April 30, 2019	12.5% of the RSUs
	After April 29, 2019 but prior to June 30, 2019	10.0% of the RSUs
	After June 29, 2019 but prior to January 1, 2020	7.5% of the RSUs
	After December 31, 2019	0.0% of the RSUs


 


(f)           Financing.


 


	Date of Execution of MUDS Acquisition Agreement	RSU Vesting Percentage
	On or before March 31, 2019	15.0% of the RSUs
	After March 31, 2019 but on or before April 30, 2019	7.5% of the RSUs
	After April 30, 2019	0.0% of the RSUs


 


(g)          Health,
Safety and Environmental.


 


	Date by which EIS is Approved	RSU Vesting Percentage
	On or before June 30, 2019	15.0% of the RSUs
	After June 30, 2019 but on or before September 30, 2019	10.0% of the RSUs
	
        After September 30, 2019 but on or
        before

        December 31, 2019
	5.0% of the RSUs
	After December 31, 2019	0.0% of the RSUs


 






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(h)          If
the application of the vesting schedule in Sections 5(a)-(g) would yield a fractional Restricted Stock Unit, such fractional
Restricted Stock Unit shall be rounded down to the next whole unit if it is less than 0.5 and rounded up to the next whole unit
if it is 0.5 or more.


 


(i)           Except
as otherwise described in this Section 5, to the extent any Restricted Stock Units have not vested upon the earlier
of (i) the last day permitted to earn vesting credit under any performance metric described in Sections 5(a)-(g) or
(ii) the Participant’s Separation from Service for any reason, those Restricted Stock Units that have not vested shall
be immediately forfeited upon such date. Upon such forfeiture, the Participant shall no longer have any rights with respect to
such Restricted Stock Units or any interest therein.


 


(j)           Notwithstanding
anything to the contrary in this Section 5, in the event of (i) an equity investment (x) at a pre-money enterprise
value in excess of $500 million and (y) in which the holders of the Corporation’s outstanding 1.5 lien secured notes
(“1.5 Lien Notes”) and the holders of the Corporation’s outstanding second lien secured convertible notes
(“Second Lien Notes”) have the right to receive cash in the aggregate amount of at least 33% of outstanding
principal balance (including, without limitation, accrued but unpaid pay-in-kind interest) of such 1.5 Lien Notes and Second Lien
Notes, or (ii) a transaction, other than an acquisition by Mudrick Capital Acquisition Corporation or its affiliates, in which
the holders of the Corporation’s outstanding 1.5 Lien Notes and Second Lien Notes receive cash or liquid securities in exchange
or satisfaction and payment of the outstanding principal balance (including, without limitation, accrued but unpaid pay-in-kind
interest and any premiums due and payable) of such 1.5 Lien Notes and Second Lien Notes (collectively, a “Liquidity Event”),
then upon closing of such Liquidity Event vesting of the Restricted Stock Units shall accelerate and such Restricted Stock Units
shall be fully vested.


 


(k)          Notwithstanding
anything to the contrary in this Section 5, (x) in the event of a Change in Control in which the resulting entity
does not assume, continue, convert or replace this Agreement, the Restricted Stock Units that have not been previously forfeited
shall be fully vested and converted into an equivalent number of shares of Common Stock immediately prior to the Change in Control,
or (y) in the event of a Change in Control where the Participant incurs an involuntary Separation from Service for any reason
other than Cause (as defined in the Plan) within 90 days prior or 12 months following the Change in Control, the Restricted Stock
Units which have not been previously forfeited shall be fully vested and converted into shares as described in Section 6
and Section 7 hereof. For purposes of this Agreement, the Restricted Stock Units awarded hereunder will not be considered
to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless the Restricted
Stock Units are adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control.
For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Participant’s
Employment Agreement with the Corporation dated February 20, 2019 (the “Employment Agreement”).


 






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6.            Conversion
of Restricted Stock Units into Common Stock upon Vesting.


 


(a)          Except
as described in Section 6(b) hereof, on the Conversion Date (as defined below), the Restricted Stock Units that
vested pursuant to the terms of Section 5 hereof, if any, shall be converted into the number of shares of Common Stock
equal to the Grant Date Value divided by the fair market value of a share of Common Stock, which shares of Common Stock will be
issued to the Participant, or in the event of the Participant’s death, the Participant’s beneficiary pursuant to the
Plan. Promptly after the Conversion Date, certificates of such shares of Common Stock shall be delivered to the Participant. Except
as provided in Section 11(b), the “Conversion Date” shall be December 31, 2020; provided,
however, that if on such date the Participant is prohibited from trading in the Corporation’s securities pursuant
to applicable securities laws and/or the Corporation’s policy on securities trading and disclosure of confidential information,
the Conversion Date, shall be, in the determination of the Committee, the second trading day after the date the Participant is
no longer prohibited from such trading. For purposes of this Section 6(a), the fair market value shall mean the closing
price of a share of Common Stock on a national securities exchange on which such shares of Common Stock may be listed for trading
or as determined by the Committee on a vesting date. Notwithstanding anything to the contrary herein, a Sale Transaction with MUDS,
whether in the structure contemplated or another corporate structure, shall not be deemed to constitute a Change in Control and
will not accelerate vesting of conversion of the Restricted Stock Units provided that the obligations under this Agreement are
assumed by MUDS.


 


(b)          In
the event of the consummation of the Sale Transaction with MUDS, whether in the structure currently contemplated or another corporate
structure, it shall be a condition to the consummation of the Sale Transaction with MUDS that all obligations of the Corporation
under this Agreement shall be assumed by MUDS and the Restricted Stock Units shall be convertible, subject to the terms and conditions
hereunder, into shares of MUDS common stock following consummation of the Sale Transaction rather than into shares of Common Stock.


 


7.            Adjustment
Provisions. If, during the term of this Agreement, there shall be any merger, reorganization, consolidation, recapitalization,
stock dividend, special cash dividend, stock split, reverse stock split, rights offering or extraordinary distribution with respect
to the Common Stock, or other change in corporate structure affecting the Common Stock, the Committee shall make or cause to be
made an appropriate and equitable substitution, adjustment or treatment with respect to the Restricted Stock Units in a manner
consistent with Section 4.3 of the Plan, including a substitution or adjustment in the aggregate number or kind of shares
subject to this Agreement, notwithstanding that the Restricted Stock Units are subject to the restrictions on transfer imposed
by Section 4 above.  Any securities, awards or rights issued pursuant to this Section 7 shall
be subject to the same restrictions as the underlying Restricted Stock Units to which they relate.


 






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8.            Tax
Withholding. As a condition precedent to the receipt of any Restricted Stock Units hereunder, the Participant agrees to pay
to the Corporation, at such times as the Corporation shall determine, such amounts as the Corporation shall deem necessary to satisfy
any withholding taxes due on income that the Participant recognizes pursuant to this Award. The obligations of the Corporation
under this Agreement and the Plan shall be conditional on such payment or arrangements, and the Corporation and its Subsidiaries
and Affiliated Entities shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise
due to the Participant. In addition, the Participant may elect, unless otherwise determined by the Committee, to satisfy the withholding
requirement by having the Corporation withhold shares of Common Stock with a Fair Market Value, as of the date of such withholding,
sufficient to satisfy the withholding obligation.


 


9.            Registration.
This grant is subject to the condition that if at any time the Board or Committee shall determine, in its discretion, that the
listing of the shares of Common Stock subject hereto on any securities exchange, or the registration or qualification of such shares
under any federal or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as a condition
of, or in connection with, the grant, receipt or delivery of shares hereunder, such grant, receipt or delivery will not be effected
unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Board or Committee. The Corporation agrees to make every reasonable effort to effect or obtain
any such listing, registration, qualification, consent or approval.


 


10.          No
Right to Continued Employment or Engagement. In no event shall the granting of the Restricted Stock Units or the other provisions
hereof or the acceptance of the Restricted Stock Units by the Participant interfere with or limit in any way the right of the Corporation,
a Subsidiary of the Corporation or an Affiliated Entity to terminate the Participant’s employment or engagement as a service
provider at any time, nor confer upon the Participant any right to continue in the employ or service of the Corporation, a Subsidiary
of the Corporation or an Affiliated Entity for any period of time or to continue his present or any other rate of compensation.


 


11.          Section 409A
Compliance.


 


(a)          The
intent of the parties is that payments and benefits under this Agreement be excluded from the scope of, or comply with, Internal
Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”)
and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted as such. To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to
the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Corporation
of the applicable provision without violating the provisions of Code Section 409A.


 


(b)          A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
Notwithstanding anything to the contrary in this Agreement, if the Participant is deemed on the date of termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision
of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation
from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the
expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant,
and (ii) the date of the Participant’s death, to the extent required under Code Section 409A. Upon the expiration
of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they
would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided
in accordance with the normal payment dates specified for them herein.


 






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(c)          For
purposes of Code Section 409A, the Participant’s right to receive any installment payments pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Corporation.


 


(d)          Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified
deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted
by Code Section 409A.


 


12.          Miscellaneous.


 


(a)          Assignment;
Successors. This Agreement will be binding upon and inure to the benefit of the heirs and representatives of the Participant
and the assigns and successors of the Corporation, but neither this Agreement nor any rights hereunder will be assignable or otherwise
subject to hypothecation by the Participant (except by will or by operation of the laws of intestate succession) or by the Corporation,
except that the Corporation may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially
all of the stock, assets or businesses of the Corporation and, for the avoidance of doubt, the parties expressly agree that this
Agreement shall be assigned to, and assumed by, MUDS in connection with, and as a condition to, the consummation of the Sale Transaction.


 


(b)          Governing
Law and Forum for Disputes. The laws of the State of Colorado will govern the validity, interpretation, construction and performance
of this Agreement, without regard to the conflict of laws principles thereof. Any action or proceeding against the parties relating
in any way to this Agreement or the Participant’s employment (a “Dispute”) must be brought and enforced
in the courts of the State of Colorado, and the parties irrevocably (i) submit to the jurisdiction of such courts in respect
of any such action or proceeding and (ii) waive any right to a trial by jury of any Dispute.


 


(c)          Modification
or Amendment. No failure or delay by the Corporation or the Participant in enforcing or exercising any right or remedy hereunder
will operate as a waiver thereof. No provisions of this Agreement may be modified, waived, or discharged except by a written document
signed by an officer or director of the Corporation duly authorized by the Board and the Participant.


 






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(d)          Notices.
Notices given pursuant to this Agreement will be in writing and will be deemed received when personally delivered, or on the date
of written confirmation of receipt by (i) overnight carrier, (ii) facsimile with confirmation of delivery, (iii) registered
or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery, including
electronic transmission, that provides a written confirmation of delivery. Notice to the Corporation will be directed to:


 


Hycroft Mining Corporation


c/o Stephen M. Jones


Executive Vice President and Chief Financial Officer


8181 E. Tufts, Suite 510


Denver, CO 80237


 


with a copy to:


 


Neal, Gerber & Eisenberg, LLP

2 N. LaSalle Street, Suite 1700

Chicago, IL 60602

Attention: David S. Stone, Esq.

email:  dstone@nge.com


 


The Corporation may change the person and/or address to whom
the Participant must give notice under this Section 12(d) by giving the Participant written notice of such change,
in accordance with the procedures described above. Notices to or with respect to the Participant will be directed to the Participant,
or to the Participant’s executors, personal representatives or distributees, if the Participant is deceased, at the Participant’s
home address on the records of the Corporation, or such other address provided to the Corporation in accordance with the procedures
described above.


 


(e)          Severability.
If any provisions of this Agreement will be found invalid or unenforceable by a court of competent jurisdiction, in whole or in
part, then it is the parties’ mutual desire that such court modify such provision(s) to the extent and in the manner
necessary to render the same valid and enforceable, and this Agreement will be construed and enforced to the maximum extent permitted
by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had
not been originally incorporated herein, as the case may be.


 


(f)           Entire
Agreement. The Participant acknowledges receipt of this Agreement and agrees that with respect to the Restricted Stock Units
(Performance Vesting), it contains the entire understanding and agreement with the Corporation, superseding any previous oral or
written communication, representation, understanding or agreement with the Corporation or any representative thereof. No term or
condition should be construed strictly against any party on the basis that it was drafted by such party.


 


(g)          Headings.
The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning thereof.


 






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(h)            Counterparts. 
This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which shall be deemed an original,
and all of which shall constitute one and the same instrument.


 


[Signature page to follow]


 






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IN WITNESS WHEREOF,
each of the parties hereto has executed this Agreement as of the Grant Date.


 


 


	PARTICIPANT        	 	HYCROFT MINING CORPORATION
	 	 	 
	/s/ Randy Buffington	 	/s/ Stephen M. Jones
	Randy Buffington	 	By:	Stephen M. Jones
	 	 	Its:	Executive Vice President & CFO



 






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