Exhibit 10.2


 


HYCROFT MINING HOLDING CORPORATION

RESTRICTED STOCK UNIT AGREEMENT


(TIME-VESTING)


 


THIS AGREEMENT (the “Agreement”)
is made and entered into as of this 20th day of October, 2020, by and between Hycroft Mining Holding Corporation, a Delaware corporation
(the “Corporation”), and Stanton Rideout (the “Participant”), pursuant to the HYMC 2020 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
has agreed to accept employment as Executive Vice President and Chief Financial 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; and


 


WHEREAS, the Compensation
Committee (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 induce, incentivize and reward the Participant.


 


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 Participant’s acceptance of employment as Executive Vice President
and Chief Financial Officer and the continued service of the Participant to the Corporation and its Subsidiaries and Affiliated
Entities, and as part of the Plan, effective on the effective date of Participant’s employment by the Corporation (the “Grant
Date”), 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 $250,000 as of the Grant Date (the “Grant Date Value”). The number of RSUs granted shall be determined by
the fair market value of the common stock of the Corporation, par value $0.0001 per share (“Common Stock”), which shall
be the closing price of the Common Stock on the Nasdaq Capital Market on the Grant Date.


 


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.


 


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.


 


(a)       Subject
to any forfeiture provisions in this Agreement or in the Plan, and subject to the terms of this Section 5 hereof, continued
employment by the Corporation as Executive Vice President and Chief Financial Officer and compliance with all of Participant’s
obligations under the Employment Agreement dated October 20, 2020 between the Participant and the Corporation (the “Employment
Agreement”), the Restricted Stock Units shall vest, in whole and not in part, on the fourth anniversary of the Grant
Date.


 


(b)       Notwithstanding
anything to the contrary in this Section 5, 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 shall be fully vested and converted into an equivalent
number of shares of Common Stock immediately prior to the Change in Control, the Restricted
Stock Units shall be fully vested and converted into shares as described in Section 6 and Section 7 hereof. For purposes
of this Agreement (i) 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 and (ii) the term Change in Control shall
have the definition set forth in Participant’s Employment Agreement.


 






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6.       Conversion
of Restricted Stock Units into Common Stock upon Vesting. 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 (as defined below), 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 the applicable vesting
date. 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.


 


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.


 


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.


 






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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 confer upon the Participant any right to employment by
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)       [reserved]


 


(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.


 


(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 (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.


 






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(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.


 


(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 or by email, (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 Holding Corporation


8181 E. Tufts, Suite 510

Denver, CO 80237

Attention: Compensation Committee Chair


 


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
(Time-Vesting), together with the obligations of Participant under the Employment Agreement and the ENNNI Agreement, 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.


 






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


 


(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

         

        

         

         

        /s/ Stanton Rideout

        Stanton Rideout

         

         
	
        HYCROFT MINING HOLDING CORPORATION

         

         

         

        By: /s/ Diane R. Garrett

        Name:Diane R. Garrett, Ph.D.

        Its: President and Chief Executive Officer

         



 


 







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