Exhibit 10.16


 




Metals Acquisition Limited


 




Non-Employee Directors Deferred Share Unit Plan


 






     


     


    

 


Non-Employee Directors Deferred Unit
Plan


 


Table
of Contents


 


		1	PURPOSE
                                            OF THE PLAN	2



 


		2	DEFINITIONS	2



 


		3	ADMINISTRATION
                                            OF THE PLAN	4



 


		4	GRANTS
                                            OF DUS	4



 


		5	ACCOUNTS	5



 


		6	REDEMPTION
                                            AND PAYMENT OF DSUS	5



 


		7	ADJUSTMENT
                                            ON ALTERATION OF SHARE CAPITAL	6



 


		8	REGULATORY
                                            APPROVAL	7



 


		9	MISCELLANEOUS	7



 


		10	EFFECTIVE
                                            DATE, AMENDMENT AND TERMINATION	7



 






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		1	PURPOSE
                                            OF THE PLAN



 


		1.1	The
                                            purpose of the Plan is to promote the alignment of interests between the Designated Participants
                                            of the Corporation and the shareholders of the Corporation and to provide an equity component
                                            to the Non-Employee Director’s total compensation package designed to attract and retain
                                            qualified directors.



 


		2	DEFINITIONS



 


		2.1	For
                                            the purposes of the Plan, the following terms have the respective meanings set forth below:;



 


		(a)	““Board”
                                            means the board of directors of the Corporation;



 


		(b)	Committee”
                                            means the Compensation Committee of the Board constituted by the Board or such other Committee
                                            constituted by the Board from time to time to oversee the remuneration framework of the Company
                                            and if none is so constituted, the full Board



 


		(c)	“Corporation”
                                            means Metals Acquisition Limited, a public limited company incorporated under the laws of
                                            Jersey, Channel Islands;



 


		(d)	“Deferred
                                            Unit Account” has the meaning ascribed thereto in Subsection 5.1;



 


		(e)	“Deferred
                                            Share Units” or “DSUs” means a bookkeeping entry, denominated
                                            in Shares, credited to the Deferred Share Unit Account of a Designated Participant in accordance
                                            with the provisions hereof;



 


		(f)	“Designated
                                            Participant” means a Non-Employee Director;



 


		(g)	“Designated
                                            Participant’s Acknowledgement” means a designated participant’s acknowledgement
                                            in the form of Schedule A - Designated Participant’s Acknowledgement attached
                                            hereto or in such form as approved by the Board;



 


		(h)	“Estate”
                                            means the executor or administrator or other legal representative of the Designated Participant’s
                                            estate or such other person that has acquired rights to DSUs directly from the Designated
                                            Participant by bequest or inheritance, will or by the laws governing the devolution of property
                                            in the event that the Designated Participant was a Non-Employee Director at the time of his
                                            or her death;



 


		(i)	“Exchange”
                                            means any principal exchange upon which the Shares are listed;



 


		(j)	“Grant
                                            Date” has the meaning ascribed thereto in Subsection 4.1;



 


		(k)	“Market
                                            Value” of a Deferred Share Unit or a Share means on any given date, the closing
                                            price per share of the Shares, on the Exchange on the Trading Day immediately preceding the
                                            relevant date and if there was no closing price on the Exchange on such date, then the last
                                            closing price prior thereto, provided that if the Shares are suspended from trading or have
                                            not traded on the Exchange for an extended period of time, then the market value will be
                                            the fair market value of a Share as determined by the Board in its sole discretion;



 






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		(l)	“Non-Employee
                                            Director” means a member of the Board of Directors of the Corporation who is not
                                            also an employee of the Corporation;



 


		(m)	“Permitted
                                            Transferee” of a Designated Participant means:



 


		i.	a
                                            trustee, custodian, or administrator acting on behalf of, or for the benefit of, the Designated
                                            Participant, or



 


		ii.	a
                                            corporation, company, partnership, trust, or fund, whether incorporated or not, that is controlled
                                            by the Designated Participant, or, of which the Designated Participant is the sole beneficiary
                                            or a beneficiary together with a spouse; or



 


		iii.	a
                                            retirement account or retirement fund established by and for the benefit of the Designated
                                            Participant;



 


		iv.	an
                                            individual or other person in that person’s capacity as a trustee, executor, administrator
                                            or personal or other legal representative of the Designated Participant;



 


		(n)	“Plan”
                                            or “Deferred Share Unit Plan” means this Non-Employee Directors Deferred
                                            Share Unit Plan of the Corporation, as may be amended and/or restated from time to time;



 


		(o)	“Redemption
                                            Date” has the meaning ascribed thereto in Subsection 6.2;



 


		(p)	“Regulators”
                                            has the meaning ascribed thereto in Subsection 8.1;



 


		(q)	“Share”
                                            means, subject to Section 7 hereof, an ordinary share of the Corporation as constituted
                                            on the date hereof and includes any rights attached thereto which trade therewith;



 


		(r)	“Termination
                                            Date” means the earliest date on which both of the following conditions are satisfied:



 


		i.	the
                                            date on which a Designated Participant ceases to be a member of the Board for any reason
                                            whatsoever including resignation, disability, death, retirement, or loss of office as a director;
                                            and



 


		ii.	the
                                            date on which a Designated Participant is neither an employee nor a member of the board of
                                            directors of the Corporation.



 


		(s)	“Trading
                                            Day” means any day on which the Exchange is open for trading of Shares provided
                                            that if the Shares are no longer listed on any stock exchange, means any day which is a business
                                            day in ___________________;



 


		(t)	“Triggering
                                            Date” has the meaning ascribed thereto in Subsection 6.1;



 


		2.2	Unless
                                            otherwise indicated, all dollar amounts referred to in this Plan are in ________________
                                            funds.



 






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		2.3	As
                                            used in this Plan,



 


		(a)	unless
                                            the context otherwise requires, words importing the masculine gender shall include the feminine
                                            and neuter genders and words importing the singular shall include the plural and vice versa;



 


		(b)	unless
                                            the context otherwise requires, the expressions “herein”, “hereto”,
                                            “hereof”,” hereunder” or other similar terms refer
                                            to the Plan as a whole, together with the schedules, and references to a Section, Subsection
                                            or Schedule by number or letter or both refer to the Section, Subsection or Schedule, respectively,
                                            bearing that designation in the Plan; and



 


		(c)	the
                                            term “include” (or words of similar import) is not limiting whether or
                                            not non-limiting language (such as “without limitation” or words of similar import)
                                            is used with reference thereto.



 


		3	ADMINISTRATION
                                            OF THE PLAN



 


		3.1	The
                                            Plan shall be administered by the Committee.



 


		3.2	The
                                            Committee will make periodic recommendations to the Board as to the grant of DSUs. DSUs shall
                                            be granted by the Board in its sole discretion.



 


		3.3	In
                                            addition to the powers granted to the Board under the Plan and subject to the terms of the
                                            Plan, the Board shall have full and complete authority to grant DSUs, interpret the Plan,
                                            to prescribe such rules and regulations as it deems necessary for the proper administration
                                            of the Plan and to make such determinations and to take such actions in connection therewith
                                            as it deems necessary or advisable. Any such interpretation, rule, determination or other
                                            act of the Board shall be conclusively binding upon all persons.



 


		3.4	The
                                            Board may authorize one or more officers of the Corporation to execute and deliver and to
                                            receive documents on behalf of the Corporation.



 


		4	GRANTS
                                            OF DUS



 


		4.1	Subject
                                            to the provisions of the Plan, the Board from time to time, will determine the date on which
                                            such DSUs are to be granted (the “Grant Date”). The Board shall also determine,
                                            in its sole discretion, in connection with each grant of DSUs:



 


		(a)	the
                                            number of DSUs to be granted; and



 


		(b)	such
                                            other terms and conditions (which need not be identical and which, without limitation, may
                                            include non-competition provisions) of all DSUs covered by any grant.



 


		4.2	No
                                            certificates shall be issued with respect to DSUs. However, upon the grant of a DSU, the
                                            Designated Participant shall execute a Designated Participant’s Acknowledgement which
                                            shall set out the name of the Designated Participant, the number of DSUs, the Grant Date,
                                            and such other terms and conditions as the Board may deem appropriate. Unless otherwise provided
                                            in a Designated Participant’s Acknowledgement, DSUs shall be fully vested when granted.



 


		4.3	Notwithstanding
                                            any other provision of the Plan, subject to the provisions of Section 7 relating to
                                            capitalization adjustments, the maximum number of Class A Shares that may be issued
                                            under the Plan will not exceed [____] Shares, plus the number of Class A Shares that
                                            are automatically added on January 1st of each year for a period of up to five years,
                                            commencing on the first January 1st following the year in which the Plan is adopted
                                            and ending on (and including) January 1, 2027, in an amount equal one percent (1%)
                                            of the total number of issued and outstanding Class A Shares on December 31st
                                            of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior
                                            to the first day of any calendar year to provide that there will be no January 1st increase
                                            in the share reserve for such calendar year or that the increase in the share reserve for
                                            such calendar year will be a lesser number of Class A Shares than would otherwise occur
                                            pursuant to the preceding sentence.



 






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		5	ACCOUNTS



 


		5.1	An
                                            account, tobe known as a “Deferred Share Unit Account”, shall be maintained
                                            by the Corporation for each Designated Participant and shall be credited with such notional
                                            grants of Deferred Share Units as are granted to or otherwise credited to a Designated Participant
                                            from time to time. The Designated Participant’s Deferred Share Unit Account shall indicate
                                            the number of Deferred Share Units which have been credited to such account from time to
                                            time in accordance with the terms herein.



 


		5.2	Whenever
                                            cash dividends are paid on the Shares, additional DSUs will be credited to the Designated
                                            Participant’s Deferred Share Unit Account in accordance with this Subsection 5.2.
                                            The number of such additional DSUs will be calculated by dividing the total cash dividends
                                            that would have been paid to such Designated Participant if the DSUs recorded in the Designated
                                            Participant’s Deferred Share Unit Account as at the record date for the dividend had
                                            been Shares by the Market Value on the Trading Day immediately after the record date, rounded
                                            down to the next whole number of DSU. No fractional DSU will thereby be created.



 


		5.3	Deferred
                                            Share Units that are redeemed in accordance with the Plan shall be cancelled and shall cease
                                            to be recorded in the Designated Participant’s Deferred Share Unit Account as of the
                                            date on which such Deferred Share Units are redeemed, and the Designated Participant will
                                            have no further right, title or interest in such Deferred Share Units.



 


		5.4	A
                                            DSU is a personal and right to the Designated Participant and is non-assignable and non-transferable
                                            other than to a Permitted Transferee or by will or by the laws governing the devolution of
                                            property in the event of death of the Designated Participant. Provided the Designated Participant
                                            was a Non-Employee Director at the time of his or her death, the Estate can continue participation
                                            in the Plan as representative of the Designated Participant. However, the death of a Designated
                                            Participant results in a Termination Date for purposes of the Plan and the Estate will receive
                                            payment after death pursuant to the rights of the Designated Participant in the Plan as set
                                            forth herein.



 


		6	REDEMPTION
                                            AND PAYMENT OF DUS



 


		6.1	Deferred
                                            Share Units will be redeemable and the value thereof payable upon the Termination Date (the
                                            “Triggering Date”).



 


		6.2	On
                                            the Triggering Date of Deferred Units (the “Redemption Date”), the Designated
                                            Participant (or, subject to Subsection 6.4, his Estate) who is the holder of such Deferred
                                            Share Units will be deemed to have automatically caused the Corporation to redeem all such
                                            redeemable Deferred Share Units held in his Deferred Share Unit Account as at the Redemption
                                            Date.



 






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		6.3	Fifteen
                                            (15) Trading Days after the Redemption Date and the deemed redemption of such Deferred
                                            Share Units pursuant to Section 6.2, but no later than December 31 of the calendar
                                            year in which the Redemption Date of a Deferred Share Unit occurred, the Designated Participant
                                            (or his Estate) shall have the right to receive, and shall receive, with respect to all such
                                            Deferred Share Units held in his Deferred Share Unit Account as at the Redemption Date the
                                            Market Value of such Deferred Share Units as of the Redemption Date. Settlement may be made
                                            in Shares, cash or any combination of the foregoing. Unless otherwise provided in the Designated
                                            Participant’s Acknowledgement, settlement shall be made in Shares.



 


		6.4	If
                                            the Triggering Date of Deferred Share Units held by a Designated Participant is caused by
                                            such Designated Participant’s death, the Designated Participant’s Estate will
                                            be deemed to have automatically caused the Corporation to redeem all such redeemable DSUs
                                            of such Designated Participant.



 


		6.5	For
                                            greater certainty, notwithstanding any other provision herein (other than Subsections 8.1
                                            and 8.2) payment of the Market Value of DSUs shall occur no later than December 31
                                            of the calendar year the Triggering Date occurred.



 


		7	ADJUSTMENT
                                            ON ALTERATION OF SHARE CAPITAL



 


		7.1	In
                                            the event of a subdivision, consolidation or reclassification of outstanding Shares or other
                                            capital adjustment, or the payment of a stock dividend thereon, the number of Shares equal
                                            to a DSU shall be increased or reduced proportionately and such other adjustments shall be
                                            made as may be deemed necessary or equitable by the Board in its sole discretion and such
                                            adjustment shall be binding for all purposes.



 


		7.2	Unless
                                            the Board otherwise determines in good faith1, if the Corporation amalgamates,
                                            consolidates or combines with or merges with or into another body corporate, whether by way
                                            of amalgamation, arrangement or otherwise (the right to do so being hereby expressly reserved)
                                            or a successful take-over bid is made for all or substantially all of the Shares, then for
                                            the purposes of determining the cash payment to be made to a Designated Participant on the
                                            redemption of a DSU under Section 6, the cash payment shall be equal to the fair market
                                            value on the Redemption Date of the securities, property and/or cash which the Designated
                                            Participant would have received upon such amalgamation, consolidation,combination or
                                            merger if the Designated Participant’s DSU was redeemed immediately prior to the effective
                                            date of such amalgamation, consolidation, combination or merger or take-over, as determined
                                            in good faith by the Board in its sole discretion and such determination shall be binding
                                            for all purposes of the Plan.



 


		7.3	In
                                            the event of any other change affecting the Shares, such adjustment, if any, shall be made
                                            as may be deemed necessary or equitable by the Board in its sole discretion to properly reflect
                                            such event and such adjustment shall be binding for all purposes of the Plan.



 





 



1 Note to Jersey/Australian
counsel: Is there any Jersey law or Australian tax provision that would prohibit or impose unfavorable taxation if the Plan authorized
the Committee the right to accelerate payment of the DUs in connection with the transaction? 


 






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		8	REGULATORY
                                            APPROVAL



 


		8.1	Notwithstanding
                                            any of the provisions contained in the Plan, the Designated Participant’s Acknowledgement
                                            or any term of a DSU, the Corporation’s obligations hereunder, including obligations
                                            to grant DSUs or otherwise make payments to a Designated Participant under Subsection 6.3
                                            shall be subject to:



 


		(a)	compliance
                                            with all applicable laws, regulations, rules, orders of governmental or regulatory authorities,
                                            including without limitation, any stock exchange on which the Shares are listed (“Regulators”);
                                            and



 


		(b)	receipt
                                            from the Designated Participant of such covenants, agreements, representations and undertakings,
                                            including as to future dealings in such DSUs, as the Corporation determines to be necessary
                                            or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.



 


If the
Board determines that compliance with all applicable laws, regulations, rules, orders referenced above (including a consideration of
tax law implications) require changes to the terms of a DSU, such change shall be determined in good faith by the Board in its sole discretion.


 


		8.2	Notwithstanding
                                            any provisions in the Plan, the Designated Participant’s Acknowledgment or any term
                                            of a DSU, if any amendment, modification or termination to the provisions hereof or any DSU
                                            made pursuant hereto are required by any Regulator, a stock exchange or a market as a condition
                                            of approval to a distribution to the public of any Shares or to obtain or maintain a listing
                                            or quotation of any Shares, the Board is authorized to make such amendments as determined
                                            appropriate and in good faith by the Board (including consideration of tax law implications)
                                            and thereupon the terms of the Plan, the Designated Participant’s Acknowledgement and
                                            DSUs, shall be deemed to be amended accordingly without requiring the consent or agreement
                                            of any Designated Participant or holder of a DSU.



 


		9	MISCELLANEOUS



 


		9.1	The
                                            Plan does not confer upon any Designated Participant any right with respect to a continuation
                                            as a Non-Employee Director of the Corporation.



 


		9.2	DSUs
                                            are not Shares or securities of any type and the grant of DSUs do not entitle a Designated
                                            Participant to any rights as a shareholder of the Corporation nor to any rights to Shares
                                            or any securities of the Corporation.



 


		9.3	For
                                            greater certainty, the Corporation makes no representation or warranty as to the future value
                                            of any DSU granted in accordance with the provisions of the Plan.



 


		9.4	The
                                            Corporation may withhold or require a Designated Participant, as a condition of redeeming
                                            a DSU to pay or reimburse any taxes, social security contributions and other source deductions
                                            which are required to be withheld by the Corporation under applicable law in connection with
                                            the redemption of the DSU. Under no circumstances shall the Corporation be responsible for
                                            the payment of any tax, social security contributions or any other source deductions on behalf
                                            of any Designated Participant or for providing any tax advice to the Designated Participant.



 


		9.5	The Plan and DSUs are governed
by the laws of the [Bailiwick of Jersey].



 


		10	EFFECTIVE
                                            DATE, AMENDMENT AND TERMINATION



 


		10.1	The
                                            Plan is effective as of ______________ ___, 2022.



 


		10.2	The
                                            Board may amend the Plan at any time.



 






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		10.3	The
                                            Board may suspend or terminate the Plan at any time. No action by the Board to terminate
                                            the Plan pursuant to this Section 10 shall affect any DSUs granted pursuant to the Plan
                                            prior to such action. Except as set out above, the Board may amend, modify or terminate any
                                            outstanding DSU, including, but not limited to, substituting another award of the same or
                                            of a different type or changing the date of redemption; provided, however that, the Designated
                                            Participant’s consent to such action shall be required unless the Board determines
                                            that the action, when taken with any related action, would not materially and adversely affect
                                            the Designated Participant or is specifically permitted hereunder.



 


		10.4	Unless
                                            earlier terminated by the Board pursuant to Section 10.3 above, the Plan will expire
                                            on the tenth anniversary of its adoption by the Board.



 






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SCHEDULE A: DESIGNATED PARTICIPANT’S
ACKNOWLEDGEMENT


 


		1.	Acknowledgment:
                                            The Designated Participant acknowledges having received a copy of the Deferred Share Unit
                                            Plan of Metals Acquisition Limited (the “Corporation”) as amended and/or
                                            restated from time to time (the “Plan”). By signing this acknowledgement
                                            (the “Acknowledgement”), the Designated Participant acknowledges and that
                                            he or she has read and understands the Plan and agrees that the terms therein (including
                                            any amendments since the date of grant) govern the grants hereunder.



 


		2.	Grant:
                                            Subject to the terms and conditions of the Plan, the Corporation grants the Designated Participant
                                            the DSUs set out below on the terms and conditions set out below.



 


	 	(a)	Name
    of Designated Participant:	[Full
                                            Name] (the “Designated Participant”)

	 	 	 	 
	 	(b)	Grant
    Date:	 
	 	 	 	 
	 	(c)	Number
    of DSUs:	 
	 	 	 	 
	 	(d)	Other
    Terms:	[insert
                                            other terms if applicable]



 


		3.	Representations:
                                            The Designated Participant acknowledges that the Corporation makes no representation or warranty
                                            as to the future value of any DSU granted in accordance with the provisions of the Plan.



 


		4.	Withholding
                                            Obligations: The Designated Participant acknowledges and agrees that the Corporation
                                            may withhold or require a Designated Participant, as a condition of redeeming a DSU to pay
                                            or reimburse any taxes, social security contributions and other source deductions which are
                                            required to be withheld by the Corporation under applicable law in connection with the redemption
                                            of the DSU. The Designated Participant acknowledges that under no circumstances shall the
                                            Corporation be responsible for the payment of any tax, social security contributions or any
                                            other source deductions on behalf of any Designated Participant.



 


		5.	Tax
                                            Advice: The Designated Participant hereby acknowledges that the grant and redemption
                                            of DSUs may be subject to tax, under applicable federal, provincial, state or other laws
                                            of any jurisdiction, no representation has been made and he or she has not received any advice
                                            from Corporation as to tax or legal ramifications of the grant or redemption of DSUs hereunder
                                            and he or she has been advised to seek independent tax advice as he or she deems necessary.



 


		6.	Consent
                                            to Use of Personal Information: The Designated Participant agrees that the Corporation
                                            may collect and use personal information for any purpose that is permitted by law to be made
                                            without the consent of the Designated Participant, or is required by law, or by the by-laws,
                                            rules, regulations or policies or any regulatory organization governing the Corporation and
                                            that the Corporation may further use or disclose such information for the following purposes:



 


		(a)	to
                                            comply with securities and tax regulatory requirements;



 


		(b)	to
                                            provide the Designated Participant with information; and



 


		(c)	to
                                            otherwise administer the Plan.



 






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		7.	Compliance
                                            with Laws and Policies: The Designated Participant acknowledges and agrees that the undersigned
                                            will, at all times, act in strict compliance with any and all applicable laws and any policies
                                            of the Corporation applicable to the Designated Participant in connection with the Plan.



 


		8.	Terms
                                            and Conditions: This Acknowledgement is subject to the terms and conditions set out in
                                            the Plan, and such terms and conditions are incorporated herein by this reference and agreed
                                            to by the Designated Participant. In the case of any inconsistency between this Acknowledgement
                                            and the Plan, the Plan shall govern. Unless otherwise indicated, all defined terms shall
                                            have the respective meanings attributed thereto in the Plan.



 


	Effective
    as of:	[date]



 


	Metals Acquisition Limited	 
	 	 
	 	 
	Authorised Signatory	 
	 	 
	Acknowledged and Agreed to:	 
	 	 
	 	 
	[Designated Participant]	 




 






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