Attached files
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EX-10.1 - EX-10.1 - Molycorp, Inc. | d78471exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2010
Molycorp, Inc.
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) |
Registrants 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 1.01. Entry into a Material Definitive Agreement.
On December 15, 2010, Molycorp Minerals, LLC (Molycorp Minerals), a wholly-owned
subsidiary of Molycorp, Inc. (the Company), entered into an engineered equipment purchase order
(the Purchase Agreement) with Quinn Process Equipment Co. (Quinn). Pursuant to the Purchase
Agreement, Molycorp Minerals agreed to purchase, and Quinn agreed to sell, mixer and settler
systems for the processing of lanthanum, didymium and heavy rare earths meeting the specifications
set forth in the Purchase Agreement (the Equipment) for a total purchase price of $21,437,853.
Molycorp
Minerals and Quinn have agreed to a shipping schedule, which provides
for the delivery of the
Equipment beginning within 16
to 18 weeks from the date the specifications for the
Equipment are approved, and for all
of the Equipment to be delivered within 62 to 64 weeks from the date the specifications for the Equipment
are approved.
The first payment under the Purchase Agreement, in the amount of $2,143,785, was due as of the
date of the Purchase Agreement. Thereafter, payments of approximately $1,286,271 will be due
monthly. However, partial shipments delivered pursuant to the agreed upon shipping schedule will
be invoiced for the balance of the purchase price due with respect to the Equipment being
delivered.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2010, the Compensation Committee of the Board of Directors of the Company
adopted and approved the Molycorp, Inc. Amended and Restated Management Incentive Compensation Plan
(the Plan). The plan was amended and restated to, among other things, allow participants to:
| provide a specified payment date on which their accounts under the Plan will be distributed in a lump sum or begin distribution under a fixed schedule; | ||
| defer the receipt of shares subject to restricted stock units granted under the Companys 2010 Equity and Performance Incentive Plan; and | ||
| convert into restricted stock units a portion of their deferred cash bonuses earned under the Companys Annual Incentive Plan. |
In addition, if a participant converts a portion of his or her deferred annual cash incentive
bonus into restricted stock units, the Company will credit the participants account with a number
of matching restricted stock units equal to 25% of the restricted stock units received under such
conversion. The matching restricted stock units vest on the third anniversary of the date on which
they are credited to a participants account, so long as the participant remains in the continuous
employ of the Company until such date or retires during such three-year period.
The above description of the Plan is qualified in its entirety by reference to the Plan
attached as Exhibit 10.1 to this Current Report on Form 8-K, which exhibit is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number | Description | |
10.1
|
Molycorp, Inc. Amended and Restated Management Incentive Compensation Plan |
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: December 21, 2010
EXHIBIT INDEX
Exhibit Number | Description | |
10.1
|
Molycorp, Inc. Amended and Restated Management Incentive Compensation Plan |