FVAC Fortress Value Acquisition Corp

On November 18, 2021, MP Materials Corp., a Delaware corporation (the “Company”), entered into new employment agreements, effective as of January 1, 2022, with James H. Litinsky, the Company’s Chairman of the Board and Chief Executive Officer, Ryan Corbett, the Company’s Chief Financial Officer, Michael Rosenthal, the Company’s Chief Operating Officer and Elliot D. Hoops, the Company’s General Counsel and Secretary (collectively, the “Employment Agreements”). The Employment Agreements replace and supersede the current employment agreements with Messrs. Litinsky, Corbett, Rosenthal and Hoops (collectively, the “Executives” and individually, the “Executive”).

Pursuant to the Employment Agreements, Mr. Litinsky will earn an annual base salary of $600,000, Messrs. Corbett and Rosenthal will each earn an annual base salary of $425,000, and Mr. Hoops will earn an annual base salary of $400,000. Each Executive is also entitled to earn an annual incentive bonus of up to 100% of his base salary as a target bonus and up to 200% of his base salary as a maximum bonus. Any such bonuses are subject to: (i) except as otherwise provided in the Employment Agreement, the Executive being employed by the Company on the last day of the Company’s fiscal year or such later date as the Company’s bonus plan shall specify; and (ii) the Company’s Incentive Compensation Clawback Policy. In some circumstances, a portion of the Executives’ annual bonuses may be paid in restricted stock, restricted stock units or other equity awards. At the discretion of the Board or the Committee, the Executives may also receive special bonuses in addition to the annual incentive bonus that the Executive is eligible to receive.

The Employment Agreements provide for an indefinite term. If an Executive’s employment terminates, the Executive would receive all accrued but unpaid base salary and, except in the case of dismissal for “cause” (as defined in the Employment Agreements), an annual bonus for the year of termination based on the actual financial results for the full year in which the termination occurred, prorated for the portion of the year before termination of the Executive’s employment.

If the Executive’s employment is terminated by the Company without cause or by the Executive for “good reason” (as defined in the Employment Agreements) other than prior to, on or within 24 months following a “change of control” (as defined in the Employment Agreements), Mr. Litinsky would be entitled to 1.5 times the sum of his annual base salary and target bonus and Messrs. Corbett, Rosenthal and Hoops would be entitled to 1 times the sum of the Executive’s annual base salary and the Executive’s target bonus. The Executive would also be entitled to receive continuation of health benefits coverage for the Executive and the Executive’s dependents and disability insurance coverage for the Executive for up to 18 months following termination. In addition, all of Mr. Litinsky’s outstanding equity awards that do not contain performance-based vesting conditions (“Time Vested Awards”) shall immediately become vested as of the date of termination. With respect to Messrs. Corbett, Rosenthal and Hoops, all of their Time Vested Awards that vest over the period of time following termination until the end of the following calendar year following termination shall vest in full as of the date of termination. Further, Mr. Corbett’s grant of 150,000 shares of restricted stock on November 17, 2020 and Mr. Rosenthal’s grant of 1,563,006 shares of restricted stock on November 17, 2020 shall vest in full as of the date of such termination.

If Executive’s employment is terminated by the Company without cause or by the Executive for “good reason” within ninety (90) days prior to, on or within twenty-four (24) months after a “change of control” (as such terms are defined in the Employment Agreements), the Executive would be entitled to a lump sum payment of 2 times the sum of his annual base salary and target bonus. The Executive would also be entitled to receive continuation of health benefits coverage for the Executive and the Executive’s dependents and disability insurance coverage for the Executive for up to 18 months following termination. In addition, all Time Vested Awards shall vest in full as of the date of termination. If the Executive dies or the Company terminates the Executive’s employment due to “disability” (as defined in the Employment Agreements), the Executive would be entitled to receive continuation of health benefits coverage for the Executive and the Executive’s dependents and disability insurance coverage for the Executive for up to 18 months following termination. In addition, all Time Vested Awards shall vest in full as of the date of termination.

In connection with Mr. Litinsky’s Employment Agreement, he will receive 800,000 restricted stock units, which shall be granted on November 18, 2021 and shall vest in four equal installments beginning on the first anniversary of the date of grant. The restricted stock units were issued pursuant to the Company’s 2020 Stock Incentive Plan.

The Employment Agreements also contain customary confidentiality, non-competition and non-solicitation provisions. The summary of the materials terms of the Employment Agreements described above is qualified in its entirety by reference to the Employment Agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.

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