0001047469-12-001627 Sample Contracts

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[Redacted]*”. A COMPLETE VERSION OF THIS AGREEMENT AND EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION....
Master Funding and Lease Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia

WHEREAS the Lessor, the Lessee and Terrane entered into a master funding and lease agreement dated as of March 30, 2011 (“Original Closing Date”) for the lease of Equipment for use at the Location (“Original Agreement”); and

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RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC.
Restricted Share Unit Award Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • Colorado

This Restricted Share Unit Award Agreement (the “Agreement”) is between Thompson Creek Metals Company Inc. (the “Company”), and you, the Participant named. The Company wishes to grant to you a Restricted Share Unit Award, subject to vesting and certain other restrictions as provided in this Agreement, under the Thompson Creek Metals Company Inc. 2010 Long-Term Incentive Plan, as the same may be amended from time to time (the “Plan”). Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:

PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE THOMPSON CREEK METALS COMPANY INC. 2010 LONG-TERM INCENTIVE PLAN
Performance Share Unit Award Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • Colorado

Vesting Schedule: Units will vest to the extent set forth below on the date in the first calendar quarter of 2015 that the Administrator determines and certifies the Relative TSR Performance Percentage and Replacement Reserves Percentage achieved, subject to you remaining continuously employed on such date.

THIS AGREEMENT made in duplicate the 16th day of July, 1986.
Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining • British Columbia

WITNESSETH that in consideration of the mutual covenants, conditions and agreements hereinafter contained, the parties hereto have agreed and do hereby agree as follows:

Contract
The Agreement • February 27th, 2012 • Thompson Creek Metals CO Inc. • Metal mining

AMENDMENT to the AGREEMENT dated 16th July, 1986, between Lincoln Resources Inc. and Richard Haslinger of Fort St. James, B.C. shall be amended as follows:

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