Exhibit
10.23.3


 


TMC
THE METALS COMPANY INC.


 


Restricted
Stock Unit Award Grant Notice


Restricted
Stock Unit Grant under the Company’s


2021
Incentive Equity Plan


 


	Name:	 
	 	 
	Grant Number:	 
	 	 
	Grant Date:	 
	 	 
	Grant Type:	 
	 	 
	Grant Shares:	 
	 	 
	Vesting of Award:	This Restricted Stock Unit
    Award shall vest as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on
    the applicable vesting date:



 


[Vesting
Schedule Description]


 


The
Company and the Participant acknowledge receipt of this Restricted Stock Unit Award Grant Notice and agree to the terms of the Restricted
Stock Unit Agreement attached hereto and incorporated by reference herein, the Company’s 2021 Incentive Equity Plan [and the Addendum
thereto titled “Terms and Conditions of Options to United States Employees”], and the terms of this Restricted Stock Unit
Award as set forth above.


 


	 	TMC THE METALS COMPANY INC.
	 	 	 
	 	By:	       
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 
	 	Participant



 






    


     


    

 


TMC
THE METALS COMPANY INC.


 


RESTRICTED
STOCK UNIT AGREEMENT –


 


INCORPORATED
TERMS AND CONDITIONS


 


AGREEMENT
made as of the date of grant set forth in the Restricted Stock Unit Award Grant Notice between TMC the metals company Inc. (the “Company”),
a company existing under the laws of British Columbia, Canada, and the individual whose name appears on the Restricted Stock Unit Award
Grant Notice (the “Participant”).


 


WHEREAS,
the Company has adopted the 2021 Incentive Equity Plan [and the Addendum thereto titled “Terms and Conditions of Options to United
States Employees”] (the “Plan”), to promote the interests of the Company by providing an incentive for Employees, directors
and Consultants of the Company and its Affiliates;


 


WHEREAS,
pursuant to the provisions of the Plan, the Company desires to grant to the Participant restricted stock units (“RSUs”) related
to the Company’s Common Shares (“Shares”), in accordance with the provisions of the Plan, all on the terms and conditions
hereinafter set forth; and


 


WHEREAS,
the Company and the Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms
in the Plan.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. Grant
of Award. The Company hereby grants to the Participant an award for the number of RSUs set forth in the Restricted Stock Unit Award
Grant Notice (the “Award”). Each RSU represents a contingent entitlement of the Participant to receive one Share, on the
terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference.
The Participant acknowledges receipt of a copy of the Plan.


 


2. Vesting
of Award.


 


(a) Subject
to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted
Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set
forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of Shares equivalent
to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice provided that the Participant is providing service
to the Company or an Affiliate on such vesting date. Such Shares shall thereafter be delivered by the Company to the Participant within
five business days of the applicable vesting date and in accordance with this Agreement and the Plan.


 






    


     


    

 


(b) Except
as otherwise set forth in this Agreement, if the Participant ceases to be providing services for any reason by the Company or by an Affiliate
(the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the date
on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and
this Agreement shall terminate and be of no further force or effect.


 


3. Prohibitions
on Transfer and Sale. This Award (including any additional RSUs received by the Participant as a result of stock dividends, stock
splits or any other similar transaction affecting the Company’s securities without receipt of consideration) shall not be transferable
by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except
as provided in the previous sentence, the Shares to be issued pursuant to this Agreement shall be issued, during the Participant’s
lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the Participant’s guardian or representative).
This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject
to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award
or of any rights granted hereunder contrary to the provisions of this Section 3, or the levy of any attachment or similar process upon
this Award shall be null and void.


 


4. Adjustments.
The Plan contains provisions covering the treatment of RSUs and Shares in a number of contingencies such as stock splits. Provisions
in the Plan for adjustment with respect to this Award and the related provisions with respect to successors to the business of the Company
are hereby made applicable hereunder and are incorporated herein by reference.


 


5. Securities
Law Compliance. The Participant specifically acknowledges and agrees that any sales of Shares shall be made in accordance with the
requirements of the Securities Act of 1933, as amended. The Company does not currently have an effective registration statement on file
with the Securities and Exchange Commission with respect to the Shares to be granted hereunder. Without an effective registration statement
with respect to the Shares to be granted hereunder, Participant will not be able to transfer or sell any of the Shares issued to the
Participant pursuant to this Agreement unless exemptions from registration or filings under applicable securities laws are available.
Furthermore, despite registration, applicable securities laws may restrict the ability of the Participant to sell his or her Shares,
including due to the Participant’s affiliation with the Company. The Company shall not be obligated to either issue the Shares
or permit the resale of any Shares if such issuance or resale would violate any applicable securities law, rule or regulation.


 


6. Rights
as a Stockholder. The Participant shall have no right as a stockholder, including voting and dividend rights, with respect to the
RSUs subject to this Agreement.


 


7. Incorporation
of the Plan. The Participant specifically understands and agrees that the RSUs and the Shares to be issued under the Plan will be
issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and understands
and by which Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein by reference.


 






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8. Tax
Liability of the Participant and Payment of Taxes. The Participant acknowledges and agrees that any income or other taxes due from
the Participant with respect to this Award or the Shares to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s
responsibility. Without limiting the foregoing, the Participant agrees that if under applicable law the Participant will owe taxes at
each vesting date on the portion of the Award then vested the Company shall be entitled to immediate payment from the Participant of
the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts
due shall be paid, at the option of the Administrator as follows:


 


(a) through
reducing the number of Shares entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory
minimum of the Participant’s total tax and other withholding obligations due and payable by the Company. Fractional shares will
not be retained to satisfy any portion of the Company’s withholding obligation. Accordingly, the Participant agrees that in the
event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding
the fractional amount from the Participant’s paycheck;


 


(b) requiring
the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld
with respect to the statutory minimum amount of the Participant’s total tax and other withholding obligations due and payable by
the Company or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company;
or


 


(c) if
the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the
Participant is not in possession of material nonpublic information, the sale by the Participant on the applicable vesting date of such
number of Shares as the Company instructs a registered broker to sell to satisfy the Company’s withholding obligation, after deduction
of the broker’s commission, and the broker shall be required to remit to the Company the cash necessary in order for the Company
to satisfy its withholding obligation. To the extent the proceeds of such sale exceed the Company’s withholding obligation the
Company agrees to pay such excess cash to the Participant as soon as practicable. In addition, if such sale is not sufficient to pay
the Company’s withholding obligation the Participant agrees to pay to the Company as soon as practicable, including through additional
payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of Shares. The Participant agrees to
hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale. The Participant acknowledges
that the Company and the broker are under no obligation to arrange for such sale at any particular price. In connection with such sale
of Shares, the Participant shall execute any such documents requested by the broker in order to effectuate the sale of Shares and payment
of the withholding obligation to the Company. The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B)
under the Exchange Act.


 


It
is the Company’s intention that the Participant’s tax obligations under this Section 8 shall be satisfied through the procedure
of Subsection (c) above, unless the Company provides notice of an alternate procedure under this Section, in its discretion. The Company
shall not deliver any Shares to the Participant until it is satisfied that all required withholdings have been made.


 






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9. Participant
Acknowledgements and Authorizations.


 


The
Participant acknowledges the following:


 


(a) The
Company is not by the Plan or this Award obligated to continue the Participant as an employee, director or consultant of the Company
or an Affiliate.


 


(b) The
Plan is discretionary in nature and may be suspended or terminated by the Company at any time.


 


(c) The
grant of this Award is considered a one-time benefit and does not create a contractual or other right to receive any other award under
the Plan, benefits in lieu of awards or any other benefits in the future.


 


(d) The
Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including, but not
limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any.


 


(e) The
value of this Award is an extraordinary item of compensation outside of the scope of the Participant’s employment or consulting
contract, if any. As such the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value
of the Shares is unknown and cannot be predicted with certainty.


 


(f) The
Participant (i) authorizes the Company and each Affiliate and any agent of the Company or any Affiliate administering the Plan or providing
Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes the Company
and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.


 


10. Notices.
Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile,
registered or certified mail, return receipt requested, addressed as follows:


 


If
to the Company:


 


TMC
the metals company Inc.


[Address]


Attention:
General Counsel


 


If
to the Participant at the Participant’s most recent address as shown in the employment or stock records of the Company. Any such
notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized
courier service, or three business days following mailing by registered or certified mail.


 






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11. Assignment
and Successors.


 


(a) This
Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Participant’s legal representatives.


 


(b) This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


12. Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws
of Canada applicable therein.


 


13. Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision or
provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible,
then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability of the rest of this
Agreement shall not be affected thereby.


 


14. Entire
Agreement. This Agreement, together with the Plan, constitutes the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any event, this Agreement
shall be subject to and governed by the Plan.


 


15. Modifications
and Amendments; Waivers and Consents. The terms and provisions of this Agreement may be modified or amended as provided in the Plan.
Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted,
only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.


 


16. Section
409A. The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of
Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued
under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.


 


17. Data
Privacy. By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company
or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates
such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration
of the Plan; (ii) to the extent permitted by applicable law waives any data privacy rights he or she may have with respect to such information,
and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth
in this Agreement.


 


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