Separation and General Release Agreement between USA Rare Earth, Inc. and Steve Ridge, dated July 5, 2025

Exhibit 10.1

July 5, 2025

Mr. Steve Ridge

Dear Steve:

This Separation and General Release Agreement (this “Agreement”) confirms your retirement and separation from USA Rare Earth, Inc. (the “Company,” and together with its subsidiaries and affiliates, the “Company Group”), effective as of July 4, 2025 (the “Separation Date”). All compensation and benefits will cease as of the Separation Date, except as expressly provided in this Agreement or as otherwise required by law.

1. Consulting Period. From the Separation Date through the later to occur (i) three (3) months following the Separation Date; or (ii) the date in which your Equity Grant (as defined below) vests, (such period of time, the “Consulting Period”), you will provide services to the Company as a consultant on a part-time basis, which services will include advice and guidance related to the position you held with the Company prior to the Separation Date. During the Consulting Period, you will be compensated at a rate of $150 per hour following your submission of detailed invoices to the Company. For the sake of clarity, the Company reserves the right to terminate the Consulting Period at any time.

2. Separation of Employment. Regardless of whether you sign this Agreement, you will receive: (i) any accrued but unpaid base salary through the Separation Date and payment for any accrued but unused paid time off days accrued for calendar year 2024 through the Separation Date, in accordance with the Company Group’s paid time off policy as in effect from time to time; (ii) to the extent you are currently enrolled, your group health insurance will remain in effect through the last day of the month in which the Separation Date occurs, and thereafter you may elect to continue such insurance at your expense as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or applicable state law and/or you may elect to convert such policies to individual policies at your expense to the extent provided under such policies or applicable law; (iii) any vested benefits under any Company Group benefit plans in which you participate as of the Separation Date in accordance with the terms of such plans as in effect from time to time; and (iv) reimbursement for any unreimbursed business expenses incurred by you through the Separation Date in accordance with Company Group policy pursuant to the terms of such policy as in effect from time to time ((i) through (iv) collectively, the “Accrued Amounts”). Except for any portion of the Accrued Amounts not already provided to you, you acknowledge and agree that, but for your execution and non-revocation of this Agreement, you are owed no further compensation or benefits (whether accrued as of the date hereof or expected to accrue in the future) related to your employment with the Company.

3. Separation Benefits/Consideration. If (i) you sign, date, and return this Agreement, and do not revoke it, within the time period set forth below, and (ii) you comply with the terms of this Agreement, the “Restrictive Covenant Agreements” (as defined below) that will remain in effect following the Separation Date (as detailed further below), and the “Restricted Stock Unit Grant Notice” (as detailed further below), the Company will provide you with the following (collectively, the “Separation Benefits”):

You agree that you are not entitled to receive the Separation Benefits unless you sign, return, and do not revoke this Agreement within the time period set forth below. You also agree that the Separation Benefits exceed all amounts and benefits to which you may otherwise be eligible (other than the Accrued Amounts), whether under the Offer Letter or otherwise, if you did not execute this Agreement and that the Separation Benefits constitute sufficient consideration for your entering into this Agreement.

4. Compliance with Federal Securities Laws. You agree to comply with all applicable federal securities laws, including any restrictions imposed by any broker or financial institution, including during the period that you are considered an “affiliate” as defined in Rule 144 under the Securities Act of 1933, as amended. This compliance period shall extend for ninety (90) days following the end of the Consulting Period.

5. General Release. (a) In consideration for the right to receive the Separation Benefits in accordance with the terms contained herein and for the mutual promises contained herein and for other good and valuable consideration provided in this Agreement, the sufficiency of which you hereby acknowledge, you (on behalf of yourself and your heirs, administrators, representatives, executors, successors and assigns) hereby knowingly and voluntarily release, waive and discharge, to the fullest extent permitted by law, the Company, and each other member of the Company Group, their respective direct or indirect parents and subsidiaries, affiliates, related entities and insurers and its and their predecessors, successors and assigns, and, with respect to each and all of the foregoing entities (including the Company), all of its and their respective present and former officers, directors, employees, agents, attorneys, members, owners, shareholders, partners, representatives, trustees, employee benefit plans, and administrators or fiduciaries of such plans (all of the foregoing, including the Company, collectively referred to as “Released Parties”), each individually and in their representative capacities, of and from any and all actions, agreements, claims, complaints, damages, expenses (including attorney’s fees and costs), judgments, liabilities, losses, obligations, promises, rights or suits of any kind whatsoever, in law, equity or otherwise, in any jurisdiction, whether known or unknown, suspected or claimed, specifically mentioned herein or not, which you had, have or may have against each and all of the Released Parties by reason of any actual or alleged act, event, occurrence, omission, practice or other matter whatsoever from the beginning of time up to and including the date that you sign this Agreement (collectively, “Claims”), in each case, that relate to your employment with the Company Group and/or the termination thereof, including but not limited to Claims arising out of or in any way relating to:

You agree that you have entered into this Agreement as a compromise and in full and final settlement of all Claims, if any, that you had, have or may have against each and all of the Released Parties and, without limiting the foregoing, you further agree that any and all existing or potential issues that you had, have or may have arising out of or related to your employment with the Company (and any of the other Released Parties) are hereby fully resolved. You also agree that, although you may hereafter discover Claims presently unknown or unsuspected, or new or additional facts from those which you now know or believe to be true, you intend to provide a complete waiver and release of all Claims based on any facts and circumstances, whether known or unknown, up to and including the date that you sign this Agreement, that relate to your employment or the termination thereof. In addition, and without limiting the foregoing, you further hereby waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a general release to those claims that are known or suspected to exist in your favor as of the date you sign this Agreement.

(b) Notwithstanding the foregoing, and for the avoidance of doubt, “Claims” do not include (i) claims to enforce the terms of this Agreement or with respect to your Accrued Rights, (ii) claims that arise after the date that you sign this Agreement (other than any Claims relating to continuing or future effects of alleged past discrimination, each of which are, for the avoidance of doubt, included as Claims released hereunder), (iii) claims that cannot lawfully be released by a private settlement agreement (such as statutory claims for worker’s compensation/disability insurance benefits and unemployment insurance benefits and any right to receive a whistleblower award from a governmental agency or, if applicable to the Company or its affiliates, self-regulatory organization, solely for information provided to any such agencies or organizations), (iv) claims for unemployment or workers’ compensation benefits, (v) claims with respect to any vested benefits under the Employee Retirement Income Security Act of 1974, as amended, and/or (vi) any right to indemnification pursuant to Company organizational documents, insurance policies or applicable law as to any actions, claims, damages, expenses (including attorney’s fees and costs), judgments, liabilities, obligations or suits against you by third parties.

(c) You represent that you have not assigned or transferred your rights with respect to any Claims and that you have not filed, directly or indirectly any legal action or proceeding against any of the Released Parties regarding any Claims. If you commence(d) or participate(d) in any action or proceeding (including as a member of a class of persons) regarding any Claims, this Agreement shall be a complete defense in such action or proceeding and, to the maximum extent permitted by law, you agree (on behalf of yourself and your heirs, administrators, executors, representatives, successors and assigns) that you will have no right to, and hereby waive any right to, obtain or receive any damages, settlement or personal relief of any kind (including attorneys’ fees and costs) as a result of such action or proceeding.

6. Confirmation of Restrictive Covenants. Notwithstanding anything set forth herein or otherwise to the contrary, you acknowledge and agree that the restrictive covenants set forth in (i) that certain Offer of Employment by and between you and the Company dated March 17, 2023 as amended by that certain Addendum to Offer of Employment Letter dated May 14, 2024 (the “Offer Letter”), and attached hereto as Exhibit A, and the Restricted Stock Unit Grant Notice (together, the “Restrictive Covenant Agreements”) shall remain in full force and effect regardless of the provisions of the Addendum to Offer of Employment Letter dated May 14, 2024 for one (1) year following the Separation Date.

7. Entire Agreement; Governing Law; Exclusive Jurisdiction; Jury Waiver; Severability. (a) Upon its effectiveness, this Agreement (and any documents referenced herein, including the Restrictive Covenant Agreements), together with any benefit plans relating to the Accrued Amounts, and any intellectual property rights of the Company or other Released Parties) contains the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements, representations and understandings (whether oral or written) regarding your employment relationship with and separation from the Company. You acknowledge and agree that no promises or representations, oral or written, have been made by any of the Released Parties regarding the subject matter hereof other than those promises and representations expressly stated herein, and that you have not relied on any other promises or representations in signing this Agreement. This Agreement may be modified only in a document signed by the parties and referring specifically hereto (other than an email), and no handwritten changes to this Agreement will be binding unless initialed by each party.

(b) This Agreement is governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of laws principles. The parties agree that any disputes arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in the State of Colorado, and each party hereby irrevocably consents to the personal jurisdiction in such courts for the purpose of adjudicating disputes under or relating to this Agreement. With respect to any order or judgment obtained in accordance with the immediately preceding sentence, any party may enforce such order or judgment in any court having personal jurisdiction over the party against whom the order or judgment will be enforced. To the extent permitted by law, YOU AND THE COMPANY HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN ANY WAY ARISING OUT OF OR RELATING TO YOUR EMPLOYMENT WITH THE COMPANY).

(c) If any provision of this Agreement is held to be unenforceable by any court of competent jurisdiction, the parties intend that such provision be modified to make it enforceable to the maximum extent permitted by law. If any such provision (other than the general release contained herein cannot be modified to be enforceable, such provision shall become null and void leaving the remainder of this Agreement in full force and effect. You acknowledge and agree that each of the terms, conditions and covenants to which you are subject in this Agreement or otherwise shall be construed for all purposes to be separate and independent from any other terms, conditions or covenants of any of the Released Parties, whether in this Agreement or otherwise, and the existence of any claim by you against the Company or any of the other Released Parties under this Agreement or otherwise, will not excuse your breach of any of the terms, conditions or other covenants contained in this Agreement.

8. Breach. In the event of a breach by you of this Agreement (which, without limitation, includes the Restrictive Covenant Agreements via incorporation by reference), you agree that (i) any obligations of the Company pursuant to this Agreement shall immediately cease and the Company shall also be entitled immediately to recover any portion of the Separation Benefits previously provided to you under this Agreement, and (ii) the Released Parties may have no adequate remedy at law and would be irreparably harmed and therefore may be entitled to injunctive relief (without proving actual damages or posting a bond or other security), both preliminary and permanent, enjoining such breach (or threatened breach). Such remedies shall be in addition to all other remedies available at law or in equity. The Company, on behalf of itself and each member of the Company Group, acknowledges and agrees that as of the date hereof, none of the Company or any member of the Company Group is aware of any breach by you of this Agreement (which, without limitation, includes the Restrictive Covenant Agreements via incorporation by reference).

9. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of (i) the Released Parties, including the successors and assigns of the Released Parties, all of which are intended third-party beneficiaries, and (ii) you and your heirs, executors, administrators, representatives, successors and assigns (but, in any event, the obligations under this Agreement are not assignable by you and any purported assignment by you shall be null and void). Any waiver by either party of a breach of any term or condition in this Agreement shall not operate as a waiver of any other breach of that term or condition or of any other term or condition, nor shall any failure to enforce any provision operate as a waiver of that provision or of any other provision or constitute or be deemed a waiver or release of any other rights, in law or in equity. This Agreement is not an admission of liability or wrongdoing by you or any of the Released Parties, and such wrongdoing or liability is expressly denied. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which will be deemed one and the same instrument. Any facsimile or pdf copy (or electronic signature) of any party’s executed counterpart of this Agreement will be deemed to be an executed original thereof. All payments and benefits provided hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

10. Review of this Agreement; Revocation Period. You acknowledge that you have been given at least 21 days from your receipt of this Agreement to consider its meaning and effect and to determine whether you wish to sign it. If you sign this Agreement before the 21 days are over, you agree that you are voluntarily waiving the rest of the 21 days without any encouragement or pressure from any of the Released Parties to do so. You also agree that any modifications to this Agreement, whether material or immaterial, will not restart the 21-day period. UPON ITS EFFECTIVENESS, THIS AGREEMENT WILL BE A LEGAL AND BINDING CONTRACT. AS SUCH, You are HEREBY encouraged to consult with an attorney of your choosing (AT YOUR OWN EXPENSE) BEFORE signing this Agreement. Once you sign this Agreement, you may change your mind and revoke your acceptance of this Agreement but only within seven (7) days after the date that you signed it. In order to do so, any revocation must be in writing and sent to Victoria Sprenger, Head of People & Culture by overnight mail, signature required to: 100 W Airport Rd, Stillwater, OK 74075, or by ***@*** within the seven (7) days after the date that you signed the Agreement. If you do not revoke this Agreement within the seven (7) day period, this Agreement will become effective, enforceable and irrevocable on the “Effective Date”, which is the eighth (8^th) day after the date on which you signed this Agreement.

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By signing this Agreement, you agree that you have read it in its entirety and understand all of its terms AND EFFECTS, including that you are providing a complete RELEASE of all “claims,” whether known or unknown, up to and including the DATE that you sign this Agreement. You acknowledge that you have had ample time to review this Agreement and to consult with an attorney (if you so chose) and that you are signing IT knowingly AND voluntarily. You ALSO ACKNOWLEDGE THAT THE “Separation Benefits” ARE GREATER THAN any paymentS and/or benefits to WHICH YOU MAY OTHERWISE be ENTITLED IF YOU DID NOT SIGN THIS AGREEMENT.

For the right to receive the Separation Benefits in accordance with the terms hereof, and for the mutual promises contained herein, you must, no later than July 24, 2025, (i) sign and date this Agreement below, and (ii) return the signed Agreement to Victoria Sprenger, Head of People & Culture, USA Rare Earth. If you do not sign and return this Agreement within this time period (or if you timely revoke it as set forth above), the obligations of the Company to provide the Separation Benefits pursuant to this Agreement will be null and void and you will not receive the Separation Benefits. However, in any event, the termination of your employment, compensation, and benefits will still be effective as of the Separation Date, and you will still receive the Accrued Amounts.

PLEASE NOTE THAT THIS AGREEMENT MAY NOT BE EXECUTED BY YOU AND RETURNED TO THE COMPANY UNTIL AFTER THE CLOSE OF BUSINESS ON THE SEPARATION DATE.

[Signatures follow]

If you have any questions, please contact Victoria Sprenger, Head of People & Culture, USA Rare Earth at ***@***. We wish you the best in your future endeavors.

Sincerely,

Date: July 4, 2025

Exhibit A

Offer Letter

(Attached.)