8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2010

Molycorp, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34827	27-2301797
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5619 Denver Tech Center Parkway, Suite 1000 Greenwood Village, CO	80111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 843-8040

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of Molycorp, Inc. (the “Company”) approved the forms of award agreements to be used in connection with the grant of awards of nonqualified stock options, restricted stock and restricted stock units (“RSUs”) to the Company’s officers and other employees pursuant to the Molycorp, Inc. 2010 Equity and Performance Incentive Plan (the “Plan”).

The form of Nonqualified Stock Option Agreement (the “Form Option Agreement”) provides, among other things, that:

• the options will vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued employment by the recipient other than in the case of normal retirement during the three-year period following the grant date;

• the options may also vest following a change of control of the Company in certain situations described in greater detail in the Form Option Agreement or following termination of employment by reason of death or disability;

• the options will terminate after the first to occur of the following:

• the date of termination of employment for cause;

• three months following termination of employment for any reason other than death, disability, normal retirement or cause;

• three years following termination of employment by reason of death or disability;

• on the sixth anniversary of the grant date if the option holder terminates employment by reason of normal retirement during the three-year period following the grant date;

• three years following the termination of employment by reason of normal retirement if retirement occurs after the third anniversary of the grant date; and

• ten years from the date of grant; and

• the options will have an exercise price equal to or greater than the market value per share on their date of grant.

The form of Restricted Stock Agreement (the “Form Restricted Stock Agreement”) provides, among other things, that:

• the shares of restricted stock will vest in full on the third anniversary of the grant date, subject to continued employment by the recipient other than in the case of normal retirement during the three-year period following the grant date;

• the options may also vest following a change of control of the Company in certain situations described in greater detail in the Form Restricted Stock Agreement or following termination of employment by reason of death or disability; and

• any shares of restricted stock that are unvested at the time of the recipient’s termination of employment, unless such termination is due to the recipient’s death, disability or normal retirement or certain events following a change of control of the Company, will be forfeited.

The form of Restricted Stock Units Agreement (the “Form RSU Agreement”) provides, among other things, that:

• the RSUs will vest in full on the third anniversary of the grant date, subject to continued employment by the recipient other than in the case of normal retirement during the three-year period following the grant date;

• the RSUs may also vest following a change of control of the Company in certain situations described in greater detail in the Form RSU Agreement or following termination of employment by reason of death or disability; and

• any RSUs that are unvested at the time of the recipient’s termination of employment, unless such termination is due to the recipient’s death, disability or normal retirement or certain events following a change of control of the Company, will be forfeited.

The above descriptions of the Form Option Agreement, the Form Restricted Stock Agreement and the Form RSU Agreement are qualified in their entirety by reference to the Form Option Agreement, the Form Restricted Stock Agreement and the Form RSU Agreement attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which exhibits are incorporated herein by reference.

On November 4, 2010, the Committee also approved the grant of shares of restricted stock to certain executive officers pursuant to the terms of the Plan and the Form Restricted Stock Agreement. The following table sets forth the number of shares of restricted stock granted to these officers.

	Number of Shares of
Name	Restricted Stock
James S. Allen		18,000
John F. Ashburn, Jr.		3,000
John L. Burba		3,000
Mark A. Smith		6,000

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Form of Nonqualified Stock Option Agreement
10.2	Form of Restricted Stock Agreement
10.3	Form of Restricted Stock Units Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MOLYCORP, INC.
By:	/s/ Andrea G. Leider
	Name:	Andrea G. Leider
	Title:	Senior Counsel and Corporate Secretary

Date: November 5, 2010

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Nonqualified Stock Option Agreement
10.2	Form of Restricted Stock Agreement
10.3	Form of Restricted Stock Units Agreement

EX-10.1

Exhibit 10.1

MOLYCORP, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

WHEREAS, [OPTIONEE NAME] (the “Optionee”) is an employee of Molycorp, Inc. or one of its Subsidiaries;

WHEREAS, the grant of an Option Right was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on                           , 20      (the “Date of Grant”), and the execution of an Option Right agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on                           , 20     ;

WHEREAS, pursuant to the Company’s 2010 Equity and Performance Incentive Plan (the “Plan”), and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company has granted to Optionee as of the Date of Grant an Option Right (the “Option”) to purchase                     _____shares of Common Stock at a price of $                     per share, which represents at least the Market Value Per Share on the Date of Grant (the “Option Price”); and

WHEREAS, the Option is intended as a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Code.

NOW, THEREFORE, the Company and Optionee agree as follows:

1. Right to Exercise.

(a) Subject to Sections 1(b) and (c), Section 3 and Section 5 below, the Option will become exercisable to the extent of one-third of the total number of shares of Common Stock underlying the Option on each of the first three anniversaries of the Date of Grant if (i) Optionee remains continuously employed by either the Company or any Subsidiary until each such time or (ii) if Optionee’s employment with the Company or any Subsidiary has terminated by reason of Optionee’s Normal Retirement. To the extent the Option is exercisable, it may be exercised in whole or in part.

(b) Notwithstanding Section 1(a) above, the Option shall become immediately exercisable in full if, at any time prior to the termination of the Option, (i) a Change of Control shall occur and (ii) in connection with such Change of Control, the successor corporation does not assume the Option or substitute an award with rights equivalent to the rights granted under the Option. Subject to the following sentence, if the successor corporation assumes the Option or substitutes an award with rights equivalent to the rights granted under the Option, then no such acceleration shall apply and the terms of this Agreement shall apply to the assumed or substituted award, except as may otherwise be provided in a written agreement between Optionee and the Company. Notwithstanding the foregoing, if, following a Change of Control, (x) the

successor corporation assumes the Option or provides Optionee with a substitute award with rights equivalent to the rights provided under this Agreement and (y) during the two-year period following the Change of Control, the Company or any Subsidiary terminates Optionee’s employment without Cause or Optionee terminates his or her employment for Good Reason, then the Option or any substitute award shall become immediately exercisable in full upon such termination of employment.

(c) Notwithstanding Section 1(a) above, if Optionee should die or Optionee’s employment is terminated because Optionee becomes Disabled while in the employ of the Company or any Subsidiary, the Option shall immediately become exercisable in full and shall remain exercisable until terminated in accordance with Section 3 below.

2. Payment. The Option Price shall be payable (a) in cash or by check or by wire transfer of immediately available funds, as acceptable to the Company, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted shares of Common Stock owned by Optionee, or (c) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business.

3. Termination. This Option shall terminate on the earliest of the following dates:

(a) The date on which Optionee ceases to be an employee of the Company or any Subsidiary, if Optionee’s employment with the Company or a Subsidiary is terminated for Cause;

(b) Three (3) months after Optionee ceases to be an employee of the Company or a Subsidiary, unless Optionee ceases to be such employee by reason of death, becoming Disabled, Normal Retirement or termination for Cause;

(c) Three (3) years after the death of the Optionee if the Optionee dies while an employee of the Company or a Subsidiary (in which case the Option becomes immediately exercisable in full pursuant to Section 1(c) herein);

(d) Three (3) years after Optionee’s employment terminates because Optionee becomes Disabled while an employee of the Company or a Subsidiary (in which case the Option becomes immediately exercisable in full pursuant to Section 1(c) herein);

(e) Six (6) years after the Date of Grant if Optionee retires pursuant to a Normal Retirement during the three-year period following the Date of Grant;

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(f) Three (3) years after Optionee’s employment terminates by reason of Normal Retirement if such Normal Retirement occurs after the third anniversary of the Date of Grant; and

(g) Ten (10) years from the Date of Grant.

4. Option Nontransferable. This Option is not transferable by Optionee otherwise than by will or the laws of descent and distribution.

5. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, this Option shall not be exercisable if such exercise would result in a violation of any such law.

6. Adjustments. The Board shall make any adjustments in the Option Price and in the number or kind of shares of Common Stock or other securities covered by the Option that the Board may determine to be equitably required to prevent any dilution or expansion of Optionee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving the Company or other distribution of assets, issuance of rights or warrants to purchase securities of the Company, or (c) other transaction or event having an effect similar to any of those referred to in Section 6(a) or 6(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board may provide in substitution of any or all of Optionee’s rights under this Agreement such alternative consideration as the Board may determine in good faith to be equitable under the circumstances. In addition, if the Option Price is greater than the consideration offered in connection with any such transaction or event, the Board may in its sole discretion elect to cancel the Option without any payment to Optionee.

7. No Dividend Equivalents. Optionee shall not be entitled to dividend equivalents.

8. Forfeiture of Awards. In the event that Optionee shall intentionally commit an act that the Compensation Committee determines to be materially adverse to the interests of the Company or any Subsidiary, Optionee’s right to exercise any unexercised portion of the Option shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement.

9. Taxes and Withholding. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with the exercise of this Option, it shall be a condition to such exercise that Optionee pay or make arrangements satisfactory to the Company for payment of all such taxes. Optionee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the shares purchased upon exercise of this Option. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Value Per Share on the date of exercise. In no event, however, shall the Company accept shares of Common Stock for payment of taxes in excess of the minimum amount of taxes required to be withheld.

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10. Continuous Employment. For purposes of this Agreement, the continuous employment of Optionee with the Company or a Subsidiary shall not be deemed to have been interrupted, and Optionee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of (a) the transfer of Optionee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

11. No Employment Contract. This Option is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. This Option and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give Optionee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or a Subsidiary to terminate the employment of Optionee.

12. Information. Information about Optionee and Optionee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. Optionee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Optionee’s country or elsewhere, including the United States of America. Optionee consents to the processing of information relating to Optionee and Optionee’s participation in the Plan in any one or more of the ways referred to above.

13. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with the grant of the Option hereunder. The interpretation and construction by the Compensation Committee of any provision of the Plan or this Agreement and any determination by the Compensation Committee pursuant to any provision of the Plan or this Agreement will be final and conclusive.

14. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Optionee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Optionee under this Agreement without Optionee’s consent (provided, however, that Optionee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder).

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16. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

17. Successors and Assigns. Without limiting Section 4 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee, and the successors and assigns of the Company.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof.

19. Definitions. As used in this Agreement,

(a) “Cause” shall have the meaning ascribed to it in any employment agreement between Optionee and the Company or any Subsidiary; provided that if Optionee does not have an employment agreement with the Company or any of its Subsidiaries that includes a definition of “Cause,” then a termination for “Cause” shall mean the termination by the Company or any Subsidiary of Optionee’s employment with the Company or any Subsidiary as a result of (i) the commission by Optionee of a felony or a fraud, (ii) gross negligence or gross misconduct by Optionee with respect to the Company or any Subsidiary or affiliate of the Company, (iii) Optionee’s failure to follow the directions of the Board or Chief Executive Officer of the Company, which failure is not cured within three days after written notice thereof to Optionee, (iv) Optionee’s violation of any non-competition, non-solicitation or non-disclosure agreement with the Company or any Subsidiary, (v) Optionee’s breach of a material employment policy of the Company, which breach is not cured within three days after written notice thereof to Optionee, or (vi) any other breach by Optionee of any agreement with the Company or any Subsidiary that is material and is not cured within thirty days after written notice thereof to Optionee.

(b) “Change of Control” means the occurrence of any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own more than 50% of the combined voting power of the then outstanding voting securities of the Company

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entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than or equal to 50% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person’s acquisition;

(ii) individuals who, as of September 30, 2010, constitute the Board (the “Incumbent Board” as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 30, 2010 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

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(iii)

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)

approval by the stockholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.

(c) “Disabled” means, as a result of injury or sickness, Optionee is unable for a period of 180 days to perform with reasonable continuity the essential duties necessary to pursue Optionee’s occupation in the usual or customary way.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(e) “Good Reason” means Optionee’s termination of his or her employment as a result of (i) any material diminution in Optionee’s authority, duties or responsibilities or (ii) a relocation of Optionee’s principal office to a location that is in excess of fifty (50) miles from its location as of the Date of Grant. Notwithstanding the foregoing, no termination of employment by Optionee shall constitute a termination for “Good Reason” unless (A) Optionee gives the Company or any Subsidiary employing Optionee notice of the existence of an event described in clause (i) or (ii) above within sixty (60) days following the occurrence thereof, (B) the Company or any Subsidiary employing Optionee does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Optionee terminates employment within five (5) days of the end of the cure period specified in clause (B), above.

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(f) “Normal Retirement” shall mean, unless the Board determines otherwise, termination of employment (other than by death or disability and other than in the event of termination for Cause) by Optionee after attaining age 65 and completing 5 or more years of combined service with the Company and its affiliates.

[SIGNATURES ON FOLLOWING PAGE]

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Executed in the name and on behalf of the Company, as of the                      day of                     , 20     .

MOLYCORP, INC.
By:
	Name:
	Title:

The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement and accepts the Option Rights or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

Optionee

Date:                                                                             

EX-10.2

Exhibit 10.2

MOLYCORP, INC.

RESTRICTED STOCK AGREEMENT

WHEREAS, [GRANTEE NAME] (the “Grantee”) is an employee of Molycorp, Inc. or one of its Subsidiaries;

WHEREAS, the grant of Restricted Stock was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on  __________ __, 20_____  (the “Date of Grant”), and the execution of a Restricted Stock agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on  __________ __, 20_____; and

WHEREAS, pursuant to the Company’s 2010 Equity and Performance Incentive Plan (the “Plan”), and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company has granted to Grantee as of the Date of Grant the right to receive  ___________________  shares of Common Stock (“Restricted Shares”).

NOW, THEREFORE, the Company and Grantee hereby agree as follows:

1. Rights of Grantee. The Restricted Shares subject to this grant shall be fully paid and nonassessable and shall be either (a) represented by certificates held in custody by the Company until all restrictions thereon have lapsed, together with a stock power or powers executed by Grantee in whose name such certificates are registered, endorsed in blank and covering such Restricted Shares, or (b) held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have all the rights of a stockholder with respect to such shares, including the right to vote the shares; provided that such shares, and any additional shares that Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company, shall be subject to the restrictions hereinafter set forth. Cash dividends paid with respect to the Restricted Shares shall be deemed reinvested in additional shares of Restricted Stock to the extent shares are available under the Plan; provided that such additional shares shall be subject to the restrictions hereinafter set forth.

2. Restrictions on Transfer of Restricted Shares. The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3 and 4 hereof; provided, however, that Grantee’s rights with respect to such Restricted Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer in violation of the provisions of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to such shares.

3. Three-Year Cliff Vesting of Restricted Shares. Subject to the terms and conditions of Sections 4 and 5 hereof, the Restricted Shares covered by this Agreement shall become nonforfeitable with respect to one-hundred percent (100%) of the Restricted Shares covered by this Agreement on the third anniversary of the Date of Grant if Grantee has either (i) been in the continuous employ of the Company or any Subsidiary for three full years from the Date of Grant or (ii) terminated his or her employment with the Company or any Subsidiary during the three-year period following the Date of Grant by reason of Normal Retirement. For purposes of this Agreement, the continuous employment of Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary, by reason of (a) the transfer of his employment among the Company and its Subsidiaries or (b) an approved leave of absence.

4. Accelerated Vesting of Restricted Shares. Notwithstanding the provisions of Section 3 hereof, the Restricted Shares covered by this Agreement or any substitute award may become nonforfeitable earlier than the time provided in such section if any of the following circumstances apply:

(a) Death or Disability: Grantee dies or Grantee’s employment is terminated because Grantee becomes Disabled while in the employ of the Company or any Subsidiary.

(b) Change in Control:

(i)

A Change in Control of the Company occurs while Grantee is an employee of the Company or any Subsidiary and, in connection with such Change of Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to Section 4(b)(ii), if the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the Company.

(ii)

Notwithstanding the foregoing, (1) a Change in Control occurs; (2) the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement; and (3) the Company or any Subsidiary terminates Grantee’s employment without Cause or Grantee terminates his or her employment for Good Reason within the two-year period following the Change of Control.

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5. Forfeiture of Awards. Except to the extent Grantee’s right to receive the Restricted Shares covered by this Agreement have become nonforfeitable pursuant to Sections 3 or 4 hereof, Grantee’s right to receive the Restricted Shares covered by this Agreement shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or any Subsidiary prior to the third anniversary of the Date of Grant for any reason other than Normal Retirement or as described in Section 4. In the event that Grantee shall intentionally commit an act that the Compensation Committee determines to be materially adverse to the interests of the Company or any Subsidiary, Grantee’s right to receive the Restricted Shares covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement.

6. Retention of Certificates. During the period in which the restrictions on transfer and risk of forfeiture provided in Sections 2 and 5 above are in effect, the Restricted Shares covered by this grant shall be either (i) represented by certificates retained by the Company, together with the accompanying stock power signed by Grantee and endorsed in blank or (ii) held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions set forth herein.

7. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Restricted Shares covered by this Agreement if the issuance thereof would result in violation of any such law.

8. Adjustments. The Board shall make any adjustments in the number or kind of shares of stock or other securities covered by this Agreement that the Board may determine to be equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving the Company or other distribution of assets, issuance of rights or warrants to purchase securities of the Company, or (c) other transaction or event having an effect similar to any of those referred to in Section 8(a) or 8(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board may provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration as the Board may determine in good faith to be equitable under the circumstances.

9. Withholding Taxes. To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with (a) any delivery of Restricted Shares to Grantee or (b) Grantee’s attainment of eligibility for Normal Retirement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery or any future delivery that Grantee shall pay such taxes or make arrangements that are satisfactory to the Company for payment thereof. Grantee may elect that all or any part of such withholding requirement be satisfied by retention by the Company of a portion of the Restricted Shares delivered to Grantee. If such election is made, the shares so retained shall be credited against such withholding requirement at the Market Value Per Share on the date of such delivery. In no event, however, shall the Company accept Restricted Shares for payment of taxes in excess of the minimum amount of taxes required to be withheld.

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10. Right to Terminate Employment. Nothing contained in this Agreement shall confer upon Grantee any right with respect to continuance of employment by the Company or any Subsidiary, nor limit or affect in any manner the right of the Company or any Subsidiary to terminate the employment or adjust the compensation of Grantee.

11. Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

12. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

13. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantee’s consent (provided, however, that Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder).

14. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the plan, have the right to determine any questions which arise in connection with the grant of Restricted Shares. The interpretation and construction by the Compensation Committee of any provision of the Plan or this Agreement and any determination by the Compensation Committee pursuant to any provision of the Plan or this Agreement will be final and conclusive.

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16. Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.

17. Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

18. Definitions. As used in this Agreement,

(a) “Cause” shall have the meaning ascribed to it in any employment agreement between Grantee and the Company or any of its Subsidiaries; provided that if Grantee does not have an employment agreement with the Company or any of its Subsidiaries that includes a definition of “Cause,” then a termination for “Cause” shall mean the termination by the Company or any Subsidiary of Grantee’s employment with the Company or any Subsidiary as a result of (i) the commission by Grantee of a felony or a fraud, (ii) gross negligence or gross misconduct by Grantee with respect to the Company or any Subsidiary or affiliate of the Company, (iii) Grantee’s failure to follow the directions of the Board or Chief Executive Officer of the Company, which failure is not cured within three days after written notice thereof to Grantee, (iv) Grantee’s violation of any non-competition, non-solicitation or non-disclosure agreement with the Company or any Subsidiary, (v) Grantee’s breach of a material employment policy of the Company, which breach is not cured within three days after written notice thereof to Grantee, or (vi) any other breach by Grantee of any agreement with the Company or any Subsidiary that is material and is not cured within thirty days after written notice thereof to Grantee.

(b) “Change of Control” means the occurrence of any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any

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corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than or equal to 50% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person’s acquisition;

(ii)

individuals who, as of September 30, 2010, constitute the Board (the “Incumbent Board” as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 30, 2010 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii)

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,

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more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.

(c) “Disabled” means, as a result of injury or sickness, Grantee is unable for period of 180 days to perform with reasonable continuity the essential duties necessary to pursue Grantee’s occupation in the usual or customary way.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(e) “Good Reason” means Grantee’s termination of his or her employment as a result of (i) any material diminution in Grantee’s authority, duties or responsibilities or (ii) a relocation of Grantee’s principal office to a location that is in excess of fifty (50) miles from its location as of the Date of Grant. Notwithstanding the foregoing, no termination of employment by Grantee shall constitute a termination for “Good Reason” unless (A) Grantee gives the Company or any Subsidiary employing Grantee notice of the existence of an event described in clause (i) or (ii) above within sixty (60) days following the occurrence thereof, (B) the Company or any Subsidiary employing Grantee does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Grantee terminates employment within five (5) days of the end of the cure period specified in clause (B), above.

(f) “Normal Retirement” means, unless the Board determines otherwise, termination of employment (other than by death or disability and other than in the event of termination for Cause) by Grantee after attaining age 65 and completing 5 or more years of combined service with the Company and its affiliates.

[SIGNATURES ON FOLLOWING PAGE]

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Executed in the name and on behalf of the Company, as of the  _____  day of  _____, 20___.

MOLYCORP, INC.
By:
	Name:
	Title:

The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the Restricted Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

Grantee 

Date: 

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EX-10.3

Exhibit 10.3

MOLYCORP, INC.

RESTRICTED STOCK UNITS AGREEMENT

WHEREAS, [GRANTEE NAME] (the “Grantee”) is an employee of Molycorp, Inc. or one of its Subsidiaries;

WHEREAS, the grant of Restricted Stock Units was authorized by a resolution of the Compensation Committee of the Board (the “Compensation Committee”) that was duly adopted on _____ ___, 20_____ (the “Date of Grant”), and the execution of a Restricted Stock Units agreement substantially in the form hereof (this “Agreement”) to evidence such grant was authorized by a resolution of the Compensation Committee that was duly adopted on _____ ___, 20_____.

NOW, THEREFORE, pursuant to the Company’s 2010 Equity and Performance Incentive Plan (the “Plan”), and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company has granted to Grantee as of the Date of Grant _____ Restricted Stock Units (“RSUs”).

1. Payment of RSUs. The RSUs covered by this Agreement shall become payable to Grantee if they become nonforfeitable in accordance with Section 2, Section 3, or Section 4 hereof.

2. Vesting of RSUs. Subject to the terms and conditions of Sections 3, 4 and 5 hereof, Grantee’s right to receive the shares of Common Stock subject to the RSUs shall become nonforfeitable with respect to one-hundred percent (100%) of the total number of RSUs on the third anniversary of the Date of Grant (the “Vesting Date”) if (i) Grantee remains continuously employed by the Company or any of its Subsidiaries until such time or (ii) Grantee’s employment with the Company or any Subsidiary is terminated during the three-year period following the Date of Grant by reason of Normal Retirement.

3. Effect of Change of Control. In the event a Change of Control occurs prior to the RSUs becoming nonforfeitable as provided in Section 2 above and while Grantee is an employee of the Company or any Subsidiary, the RSUs covered by this Agreement shall become nonforfeitable and payable to Grantee if, in connection with such Change of Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. However, if the preceding sentence applies and if the Change of Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, then issuance of the Common Shares underlying the RSUs (or payment of any other form of consideration into which the Common Shares underlying the RSUs may have been converted in connection with the Change of Control) will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to Grantee on the earlier of (a) Grantee’s “separation from service” with the Company and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code) (or, if Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the date of issuance or payment shall be the first day of the seventh month after the date of Grantee’s

separation from service with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code), (b) the Vesting Date under Section 2, or (c) Grantee’s death. Subject to the following sentence, if the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the Company. Notwithstanding the foregoing, if, following a Change of Control, (x) the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement and (y) during the two-year period following the Change of Control, the Company or any Subsidiary terminates Grantee’s employment without Cause or Grantee terminates his or her employment for Good Reason, then the RSUs covered by this Agreement or any substitute award shall become nonforfeitable and payable to Grantee upon such termination of employment; provided, however, that if Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the date of issuance or payment shall be the first day of the seventh month after the date of Grantee’s separation from service with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code.

4. Effect of Termination Due to Death or Disability. Notwithstanding Section 2 above, if Grantee dies or Grantee’s employment is terminated because Grantee becomes Disabled while in the employ of the Company or any Subsidiary, the RSUs covered by this Agreement shall immediately become nonforfeitable and payable to Grantee. However, if the event triggering the right to payment under this Agreement is the termination of Grantee’s employment because Grantee becomes Disabled and Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the date of issuance shall be the first day of the seventh month after the date of Grantee’s separation from service with the Company or any of its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code.

5. Forfeiture of Awards. In the event that Grantee’s employment shall terminate in a manner other than Normal Retirement or any specified in Sections 3 or 4 hereof, Grantee shall forfeit any RSUs that have not become nonforfeitable by such Grantee at the time of such termination. In the event that Grantee intentionally commits an act that the Compensation Committee determines to be materially adverse to the interests of the Company or any Subsidiary, Grantee’s right to receive any shares of Common Stock to be delivered with respect to the Restricted Stock Units covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement.

6. Form and Time of Payment of RSUs. Except as otherwise provided for in Section 9, payment for the RSUs shall be made in form of shares of Common Stock on the date they become nonforfeitable or otherwise become payable in accordance with Section 2, Section 3 or Section 4 hereof. To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with (a) the delivery of shares of Common Stock to Grantee or any other person under this Agreement or (b) Grantee’s attainment of eligibility for Normal Retirement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such delivery or any future delivery that Grantee shall pay

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such taxes or make arrangements that are satisfactory to the Company for payment thereof. Grantee may elect to have the number of shares of Common Stock to be delivered to Grantee or such other person reduced (based on the Market Value Per Share as of the date the RSUs become payable) to provide for the taxes required to be withheld, with any fractional shares that would otherwise be delivered being rounded up to the next nearest whole share. If the Company is required to withhold any federal, state, local or foreign taxes in connection with Grantee’s becoming eligible for Normal Retirement, Grantee may elect to accelerate the delivery of a portion of the Restricted Shares to satisfy the Company’s withholding obligations (including any withholding obligations for income tax arising from the accelerated delivery of such Restricted Shares) to the extent that such accelerated delivery is permitted under Treasury Regulation Section 1.409A-3(j)(4)(vi). In no event, however, shall the Market Value Per Share of the shares of Common Stock to be withheld and/or delivered pursuant to this Section 6 to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld. The Board (or the Compensation Committee) may, at its discretion, adopt any alternative method of providing for taxes to be withheld. Elections to defer receipt of the Shares beyond the date of payment provided herein may be permitted in the discretion of the Board pursuant to procedures established by the Board in compliance with the requirements of Section 409A of the Code.

7. Payment of Dividend Equivalents. From and after the Date of Grant and until the earlier of (a) the time when the RSUs become nonforfeitable and payable in accordance with Section 2, Section 3 or Section 4 hereof or (b) the time when Grantee’s right to receive shares of Common Stock upon payment of RSUs is forfeited in accordance with Section 5 hereof, on the date that the Company pays a cash dividend (if any) to holders of shares of Common Stock generally, Grantee shall be entitled to dividend equivalents with respect to each outstanding RSU. On the date the dividend is paid, the dividend equivalents will be credited as either:

i.	a cash amount equal to the product of (A) the dollar amount of the cash dividend paid per share of Common Stock on such date and (B) the number of outstanding RSUs credited to Grantee as of such date; or
ii.	a number of additional whole RSUs determined by dividing (A) the product of (1) the dollar amount of the cash dividend paid per share of Common Stock on such date and (2) the number of RSUs credited to Grantee as of such date, by (B) the Market Value Per Share on such date.

The form of the dividend equivalents credited to the outstanding RSUs will be determined by the Compensation Committee at its own discretion. Such dividend equivalents (if any) shall be subject to the same terms and conditions as the RSUs and shall be paid, settled or forfeited, in shares of Common Stock or cash, as applicable, in the same manner and at the same time as the RSUs to which the dividend equivalents were credited.

8. RSUs Nontransferable. Neither the RSUs granted hereby nor any interest therein or in the shares of Common Stock related thereto shall be transferable or assignable other than by will or the laws of descent and distribution prior to payment.

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9. Adjustments. The Board shall make any adjustments in the number of RSUs or other securities covered by this Agreement that the Board may determine to be equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, spin-off, split-off, spin-out, split-up, separation, reorganization, partial or complete liquidation involving the Company or other distribution of assets, issuance of rights or warrants to purchase securities of the Company, or (c) other transaction or event having an effect similar to any of those referred to in Section 9(a) or 9(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Board may provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration as the Board may determine in good faith to be equitable under the circumstances.

10. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

11. Continuous Employment. For purposes of this Agreement, the continuous employment of Grantee with the Company or any Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of the (a) transfer of Grantee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

12. No Employment Contract. The grant of the RSUs to Grantee is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing in this Agreement will give Grantee any right to continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment of Grantee.

13. Information. Information about Grantee and Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Grantee’s country or elsewhere, including the United States of America. Grantee consents to the processing of information relating to Grantee and Grantee’s participation in the Plan in any one or more of the ways referred to above.

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14. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the RSUs. The interpretation and construction by the Compensation Committee of any provision of the Plan or this Agreement and any determination by the Compensation Committee pursuant to any provision of the Plan or this Agreement will be final and conclusive.

15. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantee’s consent (provided, however, that Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder).

16. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.

17. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the RSUs covered by this Agreement shall not be paid if the payment thereof would result in violation of any such law.

18. Successors and Assigns. Without limiting Section 8 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof.

20. Definitions. As used in this Agreement,

(a) “Cause” shall have the meaning ascribed to it in any employment agreement between Grantee and the Company or any of its Subsidiaries; provided that if Grantee does not have an employment agreement with the Company or any of its Subsidiaries that includes a definition of “Cause,” then a termination for “Cause” shall mean the termination by the Company or any Subsidiary of Grantee’s employment with the Company or any Subsidiary as a result of (i) the commission by Grantee of a felony or a fraud, (ii) gross negligence or gross misconduct by Grantee with respect to the Company or any Subsidiary or affiliate of the Company, (iii) Grantee’s failure to follow the directions of the Board or Chief Executive Officer of the Company, which failure is not cured within three days after written notice thereof to Grantee, (iv) Grantee’s violation of any non-competition, non-solicitation or non-disclosure agreement with the Company or any Subsidiary, (v) Grantee’s breach of a material employment policy of the Company, which breach is not cured within three days after written notice thereof to Grantee, or (vi) any other breach by Grantee of any agreement with the Company or any Subsidiary that is material and is not cured within thirty days after written notice thereof to Grantee.

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(b) “Change of Control” means the occurrence of any of the following events:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company where such acquisition causes such Person to own more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company that is approved by the Incumbent Board (as defined in subsection (ii) below), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities exceeds 50% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Company Voting Securities; and provided, further, that if at least a majority of the members of the Incumbent Board determines in good faith that a Person has acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the Outstanding Company Voting Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) less than or equal to 50% of the Outstanding Company Voting Securities, then no Change of Control shall have occurred as a result of such Person’s acquisition;

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(ii)	individuals who, as of September 30, 2010, constitute the Board (the “Incumbent Board” as modified by this subsection (ii)) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 30, 2010 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(iii)	the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation or other transaction (“Business Combination”) excluding, however, such a Business Combination pursuant to which (A) the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan (or related trust) of the Company, the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv)	approval by the stockholders of the Company of a complete liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of subsection (iii) above.

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(c) “Disabled” means, as a result of injury or sickness, Grantee is unable for a period of 180 days to perform with reasonable continuity the essential duties necessary to pursue Grantee’s occupation in the usual or customary way.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(e) “Good Reason” means Grantee’s termination of his or her employment as a result of (i) any material diminution in Grantee’s authority, duties or responsibilities or (ii) a relocation of Grantee’s principal office to a location that is in excess of fifty (50) miles from its location as of the Date of Grant. Notwithstanding the foregoing, no termination of employment by Grantee shall constitute a termination for “Good Reason” unless (A) Grantee gives the Company or any Subsidiary employing Grantee notice of the existence of an event described in clause (i) or (ii) above within sixty (60) days following the occurrence thereof, (B) the Company or any Subsidiary employing Grantee does not remedy such event within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Grantee terminates employment within five (5) days of the end of the cure period specified in clause (B), above.

(f) “Normal Retirement” means, unless the Board determines otherwise, termination of employment (other than by death or disability and other than in the event of termination for Cause) by Grantee after attaining age 65 and completing 5 or more years of combined service with the Company and its affiliates.

[SIGNATURES ON FOLLOWING PAGE]

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Executed in the name and on behalf of the Company, as of the _____ day of _____, 20__.

MOLYCORP, INC.
By:
	Name:
	Title:

The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.

Grantee 

Date:  

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