|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2013
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD OF _________ TO _________.
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Canada
|
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Not Applicable
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State or other jurisdiction of incorporation or organization
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Shares, no par value
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NYSE MKT
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Page
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PART I
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Items 1 and 2.
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Business and Properties
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5
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Item 1A.
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Risk Factors
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19
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Item 1B.
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Unresolved Staff Comments
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25
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Item 3.
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Legal Proceedings
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25
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Item 4.
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Mine Safety Disclosure
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25
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PART II
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|||
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Item 5.
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Market for Registrant’s Common Equity and Related Stockholder Matters
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26
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Item 6.
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Selected Financial Data
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29
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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31
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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43
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Item 8.
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Financial Statements and Supplementary Data
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45
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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45
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Item 9A.
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Controls and Procedures
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45
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Item 9B.
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Other Information |
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PART III
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|||
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Item 10.
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Directors, Executive Officers and Corporate Governance
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47
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Item 11.
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Executive Compensation
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55
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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70
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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71
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Item 14.
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Principal Accounting Fees and Services
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72
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PART IV
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|||
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Item 15.
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Exhibits, Financial Statement Schedules
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73
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Signatures
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75
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1 | ||
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2 | ||
|
Mineral Resource | is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. CIM Definition Standards; Canadian National Instrument 43-101 (“NI 43-101”), Section 1.1. |
Inferred Mineral Resource | is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. CIM Definition Standards; NI 43-101, Section 1.1. |
Indicated Mineral Resource | is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. CIM Definition Standards; NI 43-101, Section 1.1. |
Measured Mineral Resource | is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. CIM Definition Standards; NI 43-101, Section 1.1. | |
Lithology |
is a description of a rock; generally its physical nature. The description would address such things as grain size, texture, rounding, and even chemical composition. A lithologic description would be: coarse grained well rounded quartz sandstone with 10% pink feldspar and 1% muscovite.
|
|
PFN | is a modern geologic logging method known as Prompt Fission Neutron. PFN is considered a direct measurement of true uranium concentration (% U 3 O 8 ) and is used to verify the grades of mineral intercepts previously reported by gamma logging. PFN logging is accomplished by a down-hole probe in much the same manner as gamma logs, however only the mineralized interval plus a buffer interval above and below are logged. |
BLM | U.S. Bureau of Land Management |
CERCLA | Comprehensive Environmental Response and Liability Act |
CIM | Canadian Institute of Mining, Metallurgy and Petroleum |
DDW | Deep Disposal Well |
eU 3 O 8 | equivalent U 3 O 8 as measured by a calibrated gamma instrument |
EMT | East Mineral Trend, located within our LC East Project (Great Divide Basin, Wyoming) |
EPA | U.S. Environmental Protection Agency |
GDB | Great Divide Basin, Wyoming |
GPM | Gallons per minute |
GT | Grade x Thickness product (% ft) of a mineral intercept (expressed without units) |
IX | Ion Exchange |
3 | ||
|
ISR | In Situ Recovery (literally, ‘in place’ recovery) |
MMT | Main Mineral Trend, located within our Lost Creek Project (Great Divide Basin, Wyoming) |
MU | Mine Unit (also referred to as wellfield) |
NI 43-101 | Canadian National Instrument 43-101 (Standards of Disclosure for Mineral Properties) |
NRC | U.S. Nuclear Regulatory Commission |
PEA | Preliminary Economic Assessment |
RCRA | Resource Conservation and Recovery Act |
U | Uranium in its natural isotopic ratios |
UIC | Underground Injection Control (pursuant to U.S. Environmental Protection Agency regulations) |
U 3 O 8 | A standard chemical formula commonly used to express the natural form of uranium mineralization. U represents uranium and O represents oxygen. |
USFWS | U.S. Fish and Wildlife Service |
WDEQ | Wyoming Department of Environmental Quality (and its various divisions, LQD/Land Quality Division, WQD/Water Quality Division; AQD/Air Quality Division; and Solid and Hazardous Waste Division) |
WEQC | Wyoming Environmental Quality Council | |
WGFD | Wyoming Game and Fish Department |
Imperial Measure
|
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Metric Unit
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|
Metric Unit
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Imperial Measure
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0.03215 troy ounces
|
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1 gram
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31.1035 grams
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|
1 troy ounce
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2.4711 acres
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1 hectare
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0.4047 hectares
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1 acre
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2.2046 pounds
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1 kilogram
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0.4536 kilograms
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|
1 pound
|
0.6214 miles
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1 kilometer
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1.6093 kilometers
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1 mile
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3.2808 feet
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|
1 meter
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0.3048 meters
|
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1 foot
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1.1023 short tons
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|
1 tonne
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|
0.9072 tonnes
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|
1 short ton
|
4 | ||
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5 | ||
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6 | ||
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7 | ||
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8 | ||
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MEASURED
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INDICATED
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INFERRED
|
|
|||||||||||||||
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|
AVG
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SHORT
|
|
|
|
AVG
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SHORT
|
|
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|
AVG
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SHORT
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|
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|||
PROJECT
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GRADE
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TONS
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LBS
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GRADE
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|
TONS
|
|
LBS
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|
GRADE
|
|
TONS
|
|
LBS
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|||
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% eU
3
O
8
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|
(X 1000)
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(X 1000)
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% eU
3
O
8
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(X 1000)
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(X 1000)
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% eU
3
O
8
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(X 1000)
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(X 1000)
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|||
LOST CREEK
|
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0.058
|
|
|
3,117
|
|
3,590
|
|
0.052
|
|
|
2,350
|
|
2,444
|
|
0.057
|
|
|
1,836
|
|
2,085
|
|
LC EAST
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0.054
|
|
|
1,175
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|
1,260
|
|
0.040
|
|
|
1,690
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|
1,361
|
|
0.046
|
|
|
1,666
|
|
1,533
|
|
LC NORTH
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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0.049
|
|
|
489
|
|
482
|
|
LC SOUTH
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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0.042
|
|
|
710
|
|
603
|
|
LC WEST
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|
|
|
|
|
|
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|
|
|
|
|
|
|
0.109
|
|
|
17
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|
37
|
|
EN
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
GRAND TOTAL
|
|
0.057
|
|
|
4,292
|
|
4,850
|
|
0.048
|
|
|
4,039
|
|
3,805
|
|
0.051
|
|
|
4,718
|
|
4,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
MEASURED + INDICATED =
|
|
8,332
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|
8,655
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|
|
|
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9 | ||
|
1. | Sum of Measured and Indicated tons and pounds may not add to the reported total due to rounding. |
2. |
Mineral resources that are not mineral reserves do not have demonstrated economic viability.
|
3. |
Based on grade cutoff of 0.02 percent eU
3
O
8
and a grade x thickness cutoff of 0.3 GT.
|
4. | Typical ISR industry practice is to apply a GT cutoff in the range of 0.3 which has generally been determined to be a viable cut-off value. This 0.3 GT cutoff was used in this evaluation without direct relation to an associated price. |
5. | Measured, Indicated, and Inferred Mineral Resources as defined in Section 1.2 of NI 43-101 (CIM Definition Standards). |
6. | Resources are reported through August 31, 2013. |
10 | ||
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11 | ||
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12 | ||
|
13 | ||
|
14 | ||
|
December 31
of [year] |
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
||||||
Spot price (US$)
|
|
$
|
52.50
|
|
$
|
44.50
|
|
$
|
62.25
|
|
$
|
51.88
|
|
$
|
43.38
|
|
$
|
34.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LT price (US$)
|
|
$
|
70.00
|
|
$
|
61.00
|
|
$
|
66.00
|
|
$
|
62.00
|
|
$
|
56.50
|
|
$
|
50.00
|
|
End of [month]
|
|
Aug-13
|
|
Sep-13
|
|
Oct-13
|
|
Nov-13
|
|
Dec-13
|
|
Jan-14
|
|
Feb-14
(wk of 2.24.14) |
|
|||||||
Spot price (US$)
|
|
$
|
34.50
|
|
$
|
35.00
|
|
$
|
34.50
|
|
$
|
36.08
|
|
$
|
34.50
|
|
$
|
35.45
|
|
$
|
35.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LT price (US$)
|
|
$
|
54.00
|
|
$
|
50.50
|
|
$
|
50.00
|
|
$
|
50.00
|
|
$
|
50.00
|
|
$
|
50.00
|
|
$
|
50.00
|
|
15 | ||
|
16 | ||
|
17 | ||
|
18 | ||
|
19 | ||
|
20 | ||
|
· | geological and engineering estimates that have inherent uncertainties and the assumed effects of regulation by governmental agencies; |
· | the judgment of the engineers preparing the estimate; |
· | estimates of future uranium prices and operating costs; |
· | the quality and quantity of available data; |
· | the interpretation of that data; and |
· | the accuracy of various mandated economic assumptions, all of which may vary considerably from actual results. |
21 | ||
|
22 | ||
|
23 | ||
|
24 | ||
|
|
|
TSX
|
|
|||||||
|
|
Common Shares
|
|
|||||||
|
|
Volume
|
|
High
|
|
Low
|
|
|||
Quarter Ending
|
|
|
|
CDN$
|
|
|||||
March 31, 2012
|
|
|
10,271,200
|
|
|
1.49
|
|
|
0.86
|
|
June 30, 2012
|
|
|
3,882,400
|
|
|
1.23
|
|
|
0.75
|
|
September 30, 2012
|
|
|
10,524,400
|
|
|
1.21
|
|
|
0.64
|
|
December 31, 2012
|
|
|
6,227,000
|
|
|
1.04
|
|
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2013
|
|
|
4,510,300
|
|
|
0.98
|
|
|
0.73
|
|
June 30, 2013
|
|
|
8,373,000
|
|
|
1.37
|
|
|
0.76
|
|
September 30, 2013
|
|
|
8,248,800
|
|
|
1.41
|
|
|
0.96
|
|
December 31, 2013
|
|
|
7,312,500
|
|
|
1.57
|
|
|
1.02
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2014 to February 24, 2014
|
|
|
2,874,600
|
|
|
1.67
|
|
|
1.36
|
|
|
|
NYSE MKT
|
|
|||||||
|
|
Common Shares
|
|
|||||||
|
|
Volume
|
|
High
|
|
Low
|
|
|||
Quarter Ending
|
|
|
|
|
US$
|
|
||||
March 31, 2012
|
|
|
28,016,400
|
|
|
1.50
|
|
|
0.85
|
|
June 30, 2012
|
|
|
31,766,700
|
|
|
1.24
|
|
|
0.72
|
|
September 30, 2012
|
|
|
22,025,600
|
|
|
1.23
|
|
|
0.63
|
|
December 31, 2012
|
|
|
11,971,600
|
|
|
1.08
|
|
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2013
|
|
|
11,184,300
|
|
|
0.98
|
|
|
0.72
|
|
June 30, 2013
|
|
|
33,595,300
|
|
|
1.34
|
|
|
0.74
|
|
September 30, 2013
|
|
|
30,110,900
|
|
|
1.39
|
|
|
0.92
|
|
December 31, 2013
|
|
|
35,868,000
|
|
|
1.48
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2014 to February 24, 2014
|
|
|
17,691,200
|
|
|
1.51
|
|
|
1.22
|
|
25 | ||
|
|
|
|
Number of
Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
|
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights (C$) |
|
|
Number of Common
Shares Remaining for Future Issuance (Excluding Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights) |
|
Equity compensation plans approved by securityholders
(1)
|
|
|
9,965,2269
|
|
$
|
1.27
|
(2)
|
|
1,352,811
|
(3)
|
Equity compensation plans not approved by securityholders
|
|
|
-
|
|
|
-
|
|
|
-
|
|
26 | ||
|
(1) |
Our shareholders have approved both the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005, as amended, and the Ur-Energy Inc. Amended Restricted Share Unit Plan.
|
(2) |
The exercise price represents the weighted exercise price of the 9,273,659 outstanding stock options.
|
|
(3) |
Represents 1,065,872 Common Shares remaining available for issuance under the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005 and 286,939 Common Shares available under the Ur-Energy Amended Restricted Share Unit Plan.
|
27 | ||
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
||||||
Ur-Energy Inc.
|
|
|
100
|
|
|
125
|
|
|
474
|
|
|
137
|
|
|
133
|
|
|
223
|
|
NYSE MKT Index
|
|
|
100
|
|
|
131
|
|
|
158
|
|
|
163
|
|
|
169
|
|
|
174
|
|
Russell 3000
|
|
|
100
|
|
|
125
|
|
|
144
|
|
|
143
|
|
|
163
|
|
|
213
|
|
Peer Average
|
|
|
100
|
|
|
404
|
|
|
805
|
|
|
360
|
|
|
290
|
|
|
331
|
|
28 | ||
|
|
|
As of December 31
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Working capital
|
|
|
2,266
|
|
|
15,608
|
|
|
22,541
|
|
|
33,216
|
|
|
40,492
|
|
Current assets
|
|
|
10,432
|
|
|
18,210
|
|
|
23,566
|
|
|
34,047
|
|
|
41,490
|
|
Total assets
|
|
|
105,336
|
|
|
69,469
|
|
|
64,565
|
|
|
75,991
|
|
|
79,777
|
|
Current liabilities
|
|
|
8,166
|
|
|
2,602
|
|
|
1,025
|
|
|
831
|
|
|
998
|
|
Long-term liabilities
|
|
|
58,506
|
|
|
1,244
|
|
|
551
|
|
|
503
|
|
|
480
|
|
Shareholders equity
|
|
|
38,664
|
|
|
65,623
|
|
|
62,989
|
|
|
74,657
|
|
|
78,299
|
|
|
|
|
Years ended December 31
|
|
||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Revenue
|
|
|
7,616
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Net loss for the period
|
|
|
(30,353)
|
|
|
(17,597)
|
|
|
(16,443)
|
|
|
(15,934)
|
|
|
(16,872)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share:
Basic and diluted |
|
|
(0.25)
|
|
|
(0.15)
|
|
|
(0.16)
|
|
|
(0.16)
|
|
|
(0.18)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per common share
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
29 | ||
|
30 | ||
|
Highlights
|
|
Unit
|
|
2013
|
|
2012
1
|
|
Change
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Pounds captured within the plant
|
|
|
lb
|
|
|
190,365
|
|
n/a
|
|
n/a
|
|
Cash cost per pound captured
|
|
|
$/lb
|
|
$
|
4.82
|
|
n/a
|
|
n/a
|
|
Non-cash cost per pound captured
|
|
|
$/lb
|
|
$
|
8.36
|
|
n/a
|
|
n/a
|
|
Wellfield cash cost
2
|
|
|
$000
|
|
$
|
917
|
|
n/a
|
|
n/a
|
|
Wellfield non-cash cost
2
|
|
|
$000
|
|
$
|
1,592
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pounds packaged in drums
|
|
|
lb
|
|
|
131,216
|
|
n/a
|
|
n/a
|
|
Cash cost per pound drummed
|
|
|
$/lb
|
|
$
|
16.73
|
|
n/a
|
|
n/a
|
|
Non-cash cost per pound drummed
|
|
|
$/lb
|
|
$
|
1.19
|
|
n/a
|
|
n/a
|
|
Plant cash cost
3
|
|
|
$000
|
|
$
|
2,196
|
|
n/a
|
|
n/a
|
|
Plant non-cash cost
3
|
|
|
$000
|
|
$
|
156
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pounds shipped to conversion facility
|
|
|
lb
|
|
|
94,827
|
|
n/a
|
|
n/a
|
|
Cash cost per pound shipped
|
|
|
$/lb
|
|
$
|
0.34
|
|
n/a
|
|
n/a
|
|
Non-cash cost per pound shipped
|
|
|
$/lb
|
|
|
nil
|
|
n/a
|
|
n/a
|
|
Distribution cash cost
4
|
|
|
$000
|
|
$
|
33
|
|
n/a
|
|
n/a
|
|
Distribution non-cash cost
4
|
|
|
$000
|
|
|
nil
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pounds sold
|
|
|
lb
|
|
|
90,000
|
|
n/a
|
|
n/a
|
|
Average spot price
5
|
|
|
$/lb
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
Average long-term contract price
|
|
|
$/lb
|
|
$
|
62.92
|
|
n/a
|
|
n/a
|
|
Average price
|
|
|
$/lb
|
|
$
|
62.92
|
|
n/a
|
|
n/a
|
|
Average realized price
6
|
|
|
$/lb
|
|
$
|
55.34
|
|
n/a
|
|
n/a
|
|
Net sales
6
|
|
|
$000
|
|
$
|
4,981
|
|
n/a
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash cost per pound sold
|
|
|
$/lb
|
|
$
|
21.98
|
|
n/a
|
|
n/a
|
|
Non-cash cost per pound sold
|
|
|
$/lb
|
|
$
|
12.41
|
|
n/a
|
|
n/a
|
|
Total cost per pound sold
|
|
|
$/lb
|
|
$
|
34.40
|
|
n/a
|
|
n/a
|
|
Cost of sales
7
|
|
|
$000
|
|
$
|
3,096
|
|
n/a
|
|
n/a
|
|
31 | ||
|
1
|
Lost Creek commenced production in 2013.
There was no production in 2012
|
2
|
Wellfield costs include all wellfield operating costs plus amortization of the related mineral property acquisition costs and depreciation of the related asset retirement obligation costs.
Wellfield construction and development costs, which include wellfield drilling, header houses, pipelines, power lines, roads, fences and disposal wells, are treated as development expense and are not included in wellfield operating costs.
|
3
|
Plant costs include all plant operating costs, site overhead costs and depreciation of the related plant construction and asset retirement obligation costs.
|
4
|
Distribution costs include all shipping costs and costs charged by the conversion facility for weighing, sampling, assaying and storing the U
3
O
8
prior to sale.
|
5
|
There were no spot sales in 2013.
|
6
|
Net sales revenues and the average realized price are net of county ad valorem and state severance taxes and do not include $2,635,000 recognized from the gain on assignment of deliveries under long-term contracts because the additional revenue would distort the average realized price per pound.
|
7
|
Cost of sales include all production costs (notes 2, 3 and 4) adjusted for changes in inventory values.
|
Average Price Realized Per Pound Reconciliation
|
|
Unit
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
Sales
1
|
|
|
$000
|
|
$
|
5,663
|
|
n/a
|
|
Ad valorem and severance taxes
|
|
|
$000
|
|
$
|
(682)
|
|
n/a
|
|
Net sales (a)
|
|
|
$000
|
|
$
|
4,981
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
Pounds sold (b)
|
|
|
lb
|
|
|
90,000
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
Average price realized per pound (a ÷ b)
|
|
|
$/lb
|
|
$
|
55.34
|
|
n/a
|
|
|
1
|
Does not include $2,635,000 recognized from the gain on assignment of deliveries under long-term contracts because the additional revenue would distort the average realized price per pound.
|
Cost Per Pound Sold Reconciliation
|
|
Unit
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
Wellfield costs
|
|
|
$000
|
|
$
|
2,509
|
|
n/a
|
|
Plant costs
|
|
|
$000
|
|
$
|
2,352
|
|
n/a
|
|
Distribution costs
|
|
|
$000
|
|
$
|
33
|
|
n/a
|
|
Inventory change
|
|
|
$000
|
|
$
|
(2,053)
|
|
n/a
|
|
Cost of sales (a)
|
|
|
$000
|
|
$
|
3,096
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
Pounds sold (b)
|
|
|
lb
|
|
|
90,000
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
Cost per pound sold (a ÷ b)
|
|
|
$/lb
|
|
$
|
34.40
|
|
n/a
|
|
32 | ||
|
33 | ||
|
34 | ||
|
35 | ||
|
· | Stabilize operations and production rates |
· | Establish spending patterns and reduce costs |
· | Implement reverse osmosis and water management modifications |
· | Timely manage all permitting activities |
· | Integrate operations and regulatory activities |
· | Bring Shirley Basin resources into NI 43-101 compliance |
· | Initiate mine planning and permitting activities |
· | Initiate organization and analysis of acquired data |
· | Rationalize and prioritize project holdings |
· | Identify expansion opportunities |
· | Forecast and manage cash resources |
· | Enhance operating and cost reporting systems |
· | Review compensation & benefit programs |
· | Complete internal corporate branding program and develop external program |
· | Strive for no lost-time accidents and reduce injury frequency rates |
· | Comply with or exceed regulatory compliance requirements |
· | Achieve budgeted production, earnings and cash flow targets |
|
|
Year ended December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
$
|
|
$
|
|
Revenue
|
|
7,616
|
|
Nil
|
|
Cost of revenues
|
|
3,096
|
|
Nil
|
|
Gross profit
|
|
4,520
|
|
Nil
|
|
Exploration and evaluation expense
|
|
2,385
|
|
3,285
|
|
Development expense
|
|
18,465
|
|
8,979
|
|
General and administrative expense
|
|
5,592
|
|
6,107
|
|
Write-off of mineral properties
|
|
1,430
|
|
-
|
|
Net loss from operations
|
|
(23,352)
|
|
(18,371)
|
|
Interest income (Expense) (net)
|
|
(6,138)
|
|
307
|
|
Loss from equity investment
|
|
(1,022)
|
|
(64)
|
|
Foreign exchange gain (loss)
|
|
164
|
|
(385)
|
|
Other income (loss)
|
|
(5)
|
|
955
|
|
Net loss
|
|
(30,353)
|
|
(17,558)
|
|
|
|
|
|
|
|
Loss per share basic and diluted
|
|
(0.25)
|
|
(0.15)
|
|
36 | ||
|
37 | ||
|
38 | ||
|
|
Year ended December 31,
|
|
|||||
|
2012
|
2011
|
|
||||
|
$
|
$
|
|
||||
|
|
|
|
|
|
|
|
Revenue
|
|
|
Nil
|
|
|
Nil
|
|
Exploration and evaluation expense
|
|
|
3,285
|
|
|
5,126
|
|
Development expense
|
|
|
8,979
|
|
|
3,769
|
|
General and administrative
|
|
|
6,107
|
|
|
7,585
|
|
Net loss from operations
|
|
|
(18,371)
|
|
|
(16,480)
|
|
Interest income
|
|
|
307
|
|
|
243
|
|
Loss from equity investment
|
|
|
(64)
|
|
|
(314)
|
|
Foreign exchange loss
|
|
|
(385)
|
|
|
186
|
|
Other income (loss)
|
|
|
955
|
|
|
(78)
|
|
Net loss
|
|
|
(17,558)
|
|
|
(16,443)
|
|
|
|
|
|
|
|
|
|
Loss per share basic and diluted
|
|
|
(0.15)
|
|
|
(0.16)
|
|
39 | ||
|
40 | ||
|
41 | ||
|
|
|
Payments due (by period) in thousands
|
|
|||||||||||||
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
More than
|
|
|
|
Total
|
|
1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
5 years
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable
|
|
|
39,153
|
|
|
5,153
|
|
|
8,371
|
|
|
9,384
|
|
|
16,245
|
|
Interest on notes payable
|
|
|
9,628
|
|
|
2,087
|
|
|
3,498
|
|
|
2,485
|
|
|
1,558
|
|
Operating leases
|
|
|
703
|
|
|
203
|
|
|
400
|
|
|
100
|
|
|
-
|
|
Environmental remediation
|
|
|
85
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
85
|
|
Asset retirement obligations
|
|
|
17,279
|
|
|
-
|
|
|
-
|
|
|
7,370
|
|
|
9,909
|
|
Development agreement
|
|
|
167
|
|
|
167
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,015
|
|
|
7,610
|
|
|
12,269
|
|
|
19,339
|
|
|
27,797
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
Change
|
|
||
|
|
|
|
|
|
|
|
|
Common shares
|
|
|
127,559,743
|
|
121,134,276
|
|
6,425,467
|
|
Warrants
|
|
|
8,374,112
|
|
150,000
|
|
8,224,112
|
|
RSUs
|
|
|
691,610
|
|
826,425
|
|
(134,815)
|
|
Stock options
|
|
|
9,273,659
|
|
8,511,722
|
|
761,937
|
|
|
|
|
|
|
|
|
|
|
Fully diluted shares outstanding
|
|
|
145,899,124
|
|
130,622,423
|
|
15,276,701
|
|
|
As at
|
As at
|
|
||||
|
December 31,
|
December 31,
|
|
||||
|
2013
|
2012
|
|
||||
|
$
|
$
|
|
||||
|
|
|
|
|
|
|
|
Cash on deposit at banks
|
|
|
296
|
|
|
262
|
|
M oney market funds
|
|
|
1,331
|
|
|
11,274
|
|
|
|
|
|
|
|
|
|
|
|
|
1,627
|
|
|
11,536
|
|
42 | ||
|
|
As at
|
As at
|
|
||||
|
December 31,
|
December 31,
|
|
||||
|
2013
|
2012
|
|
||||
|
$
|
$
|
|
||||
|
|
|
|
|
|
|
|
Guaranteed investment certificates
|
|
|
-
|
|
|
6,450
|
|
Certificates of deposit
|
|
|
-
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
6,460
|
|
|
|
2013
|
|
||||||
|
|
Quarter ended
|
|
||||||
|
|
Dec. 31
|
|
Sep. 30
|
|
Jun. 30
|
|
Mar. 31
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
7,616
|
|
-
|
|
-
|
|
-
|
|
Net loss for the period
|
|
(6,161)
|
|
(7,336)
|
|
(9,661)
|
|
(7,195)
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share basic and diluted
|
|
(0.05)
|
|
(0.06)
|
|
(0.08)
|
|
(0.06)
|
|
|
|
2012
|
|
||||||
|
|
Quarter ended
|
|
||||||
|
|
Dec. 31
|
|
Sep. 30
|
|
Jun. 30
|
|
Mar. 31
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
Nil
|
|
Nil
|
|
Nil
|
|
Nil
|
|
Net loss for the period
|
|
(8,146)
|
|
(4,508)
|
|
(2,515)
|
|
(2,389)
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share basic and diluted
|
|
(0.03)
|
|
(0.04)
|
|
(0.02)
|
|
(0.02)
|
|
43 | ||
|
44 | ||
|
(a) | Evaluation of Disclosure Controls and Procedures |
45 | ||
|
(b) | Management’s Report on Internal Control over Financial Reporting |
46 | ||
|
Name and
Province or State and Country of
Residence |
|
Position with Ur-Energy and
Principal Occupation Within the Past Five Years |
|
Period(s) of Service as a Director
|
Jeffrey T. Klenda
Colorado, USA
|
|
Chair and Executive Director
|
|
August 2004 present
|
|
|
|
|
|
Wayne W. Heili
(5)
Wyoming, USA
|
|
President and CEO, and Director
(formerly, Vice-President, Mining and Engineering)
|
|
May 2011 present
|
|
|
|
|
|
W. William Boberg
(5)
Colorado, USA
|
|
Director
(formerly President and CEO of Ur-Energy)
|
|
January 2006 present
|
|
|
|
|
|
James M. Franklin
(1)(2)(3)(5)
Ontario, Canada
|
|
Director
Consulting Geologist / Adjunct Professor of Geology Queen’s University, Laurentian University and University of Ottawa
|
|
March 2004 present
|
|
|
|
|
|
Paul Macdonell
(1)(2)(3)(4)(5)
Ontario, Canada
|
|
Director
Private Mediator (2014 date)
Senior Mediator, Government of Canada (2000 2014)
|
|
March 2004 present
|
|
|
|
|
|
Thomas Parker
(1)(2)(3)(4)(5)
Montana, USA
|
|
Director
Mining Company Executive
|
|
July 2007 present
|
|
|
|
|
|
Roger L. Smith
Colorado, USA
|
|
Chief Financial Officer and Chief Administration Officer
(formerly, CFO and Vice President, Finance, IT and Administration)
|
|
N/A
|
|
|
|
|
|
Steven M. Hatten
Wyoming, USA
|
|
Vice President Operations
(formerly, Director, Engineering & Operations; Engineering Manager)
|
|
N/A
|
|
|
|
|
|
John W. Cash
Wyoming, USA
|
|
Vice President, Regulatory Affairs, Exploration and Geology
(formerly, Director Regulatory Affairs; Environment, Health, Safety and Regulatory Affairs Manager)
|
|
N/A
|
|
|
|
|
|
Penne A. Goplerud
Colorado, USA
|
|
Corporate Counsel and General Counsel
(formerly, Associate General Counsel)
|
|
N/A
|
47 | ||
|
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Corporate Governance and Nominating Committee. |
(4) | Member of Treasury and Investment Committee. |
(5) | Member of the Technical Committee. |
Jeffrey T. Klenda
, 57, B.A.
|
Chair & Executive Director
|
Wayne W. Heili
, 48, B.Sc
|
President, Chief Executive Officer and Director
|
48 | ||
|
W. William (Bill) Boberg
, 74, M.Sc., P Geo
|
Director
|
James M. Franklin
, 71, Ph. D., FRSC, P. Geo
|
Director & Chair of the Technical Committee
|
Paul Macdonell
, 61, Diploma Public Admin.
|
Director, Chair of Compensation Committee &Chair
|
|
of Corporate Governance and Nominating Committee
|
49 | ||
|
Thomas Parker
, 71, M.Sc., P.E.
|
Director, Chair of Audit Committee &
|
|
Chair of Treasury & Investment Committee
|
Roger L. Smith,
55,
CPA, MBA, CGMA
|
Chief Financial Officer and Chief Administrative Officer
|
Steven M. Hatten
, 50,
B.Sc.
|
Vice President Operations
|
John W. Cash
, 41,
M.Sc.
|
Vice President Regulatory Affairs, Exploration & Geology
|
50 | ||
|
Penne A. Goplerud
, 52,
JD
|
General Counsel & Corporate Secretary
|
· | our strategic planning and budgeting process; |
· | the identification of the principal risks to our business and the implementation of systems to manage these risks; |
· | succession planning, including appointing, training and monitoring senior management; |
· | our public communications policies and continuous disclosure record; and |
· | our internal controls and management information systems. |
51 | ||
|
· | reviewing for recommendation to the Board of Directors for its approval the principal documents comprising our continuous disclosure record, including interim and annual financial statements and management’s discussion and analysis; |
· | recommending to the Board of Directors a firm of independent auditors for appointment by the shareholders and reporting to the Board of Directors on the fees and expenses of such auditors. The Audit Committee has the authority and responsibility to select, evaluate and if necessary replace the independent auditor. The Audit Committee has the authority to approve all audit engagement fees and terms and the Audit Committee, or a member of the Audit Committee, must review and pre-approve any non-audit services provided to Ur-Energy by our independent auditor and consider the impact on the independence of the auditor; |
52 | ||
|
· | reviewing periodic reports from the Chief Financial Officer; |
· | discussing with management and the independent auditor, as appropriate, any audit problems or difficulties and management’s response; and |
· | establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including through the Whistleblower program. |
· | reviewing our annual financial statements and management’s discussion and analysis prior to filing with the regulatory authorities; |
· | reviewing our quarterly interim financial statements and management’s discussion and analysis prior to filing with regulatory authorities; |
· | reviewing periodic reports from the Chief Financial Officer; |
· | reviewing applicable corporate disclosure reporting and control processes, including Chief Executive Officer and Chief Financial Officer certifications; |
· | approving retention of an external firm for testing of internal controls and subsequently reviewing reports made by the firm; |
· | reviewing Audit Committee governance practices to ensure its terms of reference incorporate all regulatory requirements; and |
· | reviewing the engagement letter with the independent auditors and annual audit fees prior to approval by the Board of Directors, as well as pre-approving non-audit services and their cost prior to commencement. |
· | reviewed and discussed the audited financial statements with management and the independent accountants; |
· | discussed with the independent accountants the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU section 380), as modified by SAS 89 and SAS 90; and |
· | received the written disclosures and the letter from the independent accountants required by PCAOB Rule 3526, as may be modified or supplemented, and discussed with the independent accountant the accountants’ independence. |
53 | ||
|
54 | ||
|
Name and principal position
|
|
Year
|
|
Salary
($) |
|
Bonus
($) |
|
Stock
awards (2) ($) |
|
Option
awards (2) ($) |
|
Non-equity
incentive plan compensation (3) ($) |
|
Change in
pension value and nonqualified deferred compensation ($) |
|
All other
compensation ($) |
|
Total
($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wayne W. Heili
(4) (5)
|
|
2013
|
|
258,284
|
|
50,000
|
|
25,727
|
|
67,890
|
|
Nil
|
|
Nil
|
|
Nil
|
|
401,901
|
|
Director, President, and
|
|
2012
|
|
256,882
|
|
Nil
|
|
50,492
|
|
98,688
|
|
17,025
|
|
Nil
|
|
Nil
|
|
423,087
|
|
Chief Exectuve Officer
|
|
2011
|
|
240,997
|
|
Nil
|
|
74,255
|
|
344,286
|
|
Nil
|
|
Nil
|
|
Nil
|
|
659,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger L. Smith
(6) (7)
|
|
2013
|
|
252,668
|
|
40,000
|
|
22,650
|
|
59,772
|
|
Nil
|
|
Nil
|
|
Nil
|
|
375,090
|
|
Chief Financial Officer and
|
|
2012
|
|
251,297
|
|
Nil
|
|
44,457
|
|
86,888
|
|
15,325
|
|
Nil
|
|
Nil
|
|
397,967
|
|
Chief Administrative Officer
|
|
2011
|
|
243,665
|
|
Nil
|
|
79,557
|
|
349,487
|
|
Nil
|
|
Nil
|
|
Nil
|
|
672,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Klenda
(8) (9)
|
|
2013
|
|
258,284
|
|
50,000
|
|
25,727
|
|
67,890
|
|
Nil
|
|
Nil
|
|
Nil
|
|
401,901
|
|
Chair and
|
|
2012
|
|
256,882
|
|
Nil
|
|
50,492
|
|
98,688
|
|
17,025
|
|
Nil
|
|
Nil
|
|
423,087
|
|
Executive Director
|
|
2011
|
|
233,724
|
|
Nil
|
|
94,292
|
|
256,588
|
|
Nil
|
|
Nil
|
|
Nil
|
|
584,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penne A. Goplerud
(10) (11)
|
|
2013
|
|
227,162
|
|
40,000
|
|
20,364
|
|
53,739
|
|
Nil
|
|
Nil
|
|
Nil
|
|
341,265
|
|
General Counsel and
|
|
2012
|
|
205,651
|
|
Nil
|
|
35,282
|
|
68,228
|
|
10,599
|
|
Nil
|
|
Nil
|
|
319,760
|
|
Corporate Secretary
|
|
2011
|
|
163,053
|
|
Nil
|
|
26,793
|
|
177,345
|
|
Nil
|
|
Nil
|
|
Nil
|
|
367,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Hatten
(12) (13)
|
|
2013
|
|
181,090
|
|
35,000
|
|
16,234
|
|
42,840
|
|
Nil
|
|
Nil
|
|
Nil
|
|
275,164
|
|
Vice President, Operations
|
|
2012
|
|
180,101
|
|
Nil
|
|
31,860
|
|
62,270
|
|
10,982
|
|
Nil
|
|
Nil
|
|
285,213
|
|
|
|
2011
|
|
165,417
|
|
Nil
|
|
29,268
|
|
183,854
|
|
Nil
|
|
Nil
|
|
Nil
|
|
378,539
|
|
55 | ||
|
56 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
option
|
|
|
|
|
|
fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
awards:
|
|
|
|
|
|
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards
|
|
Number
|
|
|
Exercise
|
|
|
of
|
|
|
|
|
|
|
Estimated future payouts
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
of
|
|
|
of base
|
|
|
stock
|
|
||||||
|
|
|
|
|
under non-equity
|
|
|
Estimated future payouts under
|
|
shares of
|
|
securities
|
|
|
price of
|
|
|
and
|
|
||||||||||||
|
|
|
|
|
incentive plan awards
|
|
|
equity incentive plan awards
|
|
stock or
|
|
underlying
|
|
|
option
|
|
|
option
|
|
||||||||||||
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
units
|
|
options
|
|
|
awards
|
|
|
awards
|
|
Name
|
|
Grant date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(#)
|
|
(#)
|
|
|
(Cdn$/Sh)
|
|
|
(US$)
|
|
Wayne W. Heili
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
57,249
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
88,203
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
22,076
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger L. Smith
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
50,403
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
77,744
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
19,436
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Klenda
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
57,249
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
88,203
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
22,076
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penne A. Goplerud
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
45,315
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
69,896
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
17,474
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Hatten
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
36,125
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
55,720
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
13,930
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
57 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other:
|
|
All other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
option
|
|
|
|
|
|
Grant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awards
|
|
awards:
|
|
|
|
|
|
date fair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
|
Exercise of
|
|
|
value of
|
|
|
|
|
|
|
Estimated future payouts under
|
|
|
Estimated future payouts under
|
|
shares of
|
|
securities
|
|
|
base price
|
|
|
stock and
|
|
||||||||||||
|
|
|
|
|
non-equity incentive plan awards
|
|
|
equity incentive plan awards
|
|
stock or
|
|
underlying
|
|
|
of option
|
|
|
option
|
|
||||||||||||
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
units
(1)
|
|
options
(2)
|
|
|
awards
|
|
|
awards
|
|
Name
|
|
Grant date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
(#)
|
|
(#)
|
|
|
(Cdn$/Sh)
|
|
|
(US$)
|
|
Wayne W. Heili
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
57,249
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
88,203
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
22,076
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger L. Smith
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
50,403
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
77,744
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
19,436
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Klenda
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
57,249
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
88,203
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
22,076
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penne A. Goplerud
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
45,315
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
69,896
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
17,474
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Hatten
|
|
4/25/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
36,125
|
|
$
|
0.77
|
|
$
|
0.34
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
55,720
|
|
$
|
1.20
|
|
$
|
0.55
|
|
|
|
12/27/2013
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
13,930
|
|
Nil
|
|
|
Nil
|
|
$
|
1.17
|
|
58 | ||
|
|
|
Option awards
|
|
Stock awards
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
incentive
|
|
|
plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plan
|
|
|
awards:
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
awards:
|
|
|
Market
|
|
|
|
|
|
|
|
incentive
|
|
|
|
|
|
|
|
|
|
|
|
number
|
|
|
or payout
|
|
|
|
|
|
|
|
plan
|
|
|
|
|
|
|
|
|
|
|
|
of
|
|
|
value of
|
|
|
|
|
|
|
|
awards:
|
|
|
|
|
|
|
|
|
|
Market
|
|
unearned
|
|
|
unearned
|
|
|
|
|
|
|
|
number of
|
|
|
|
|
|
|
|
|
|
value of
|
|
shares,
|
|
|
shares
|
|
|
|
|
|
Number of
|
|
Securities
|
|
|
|
|
|
|
|
|
|
shares or
|
|
units or
|
|
|
units or
|
|
|
|
Number of
|
|
securities
|
|
under-
|
|
|
|
|
|
|
Number of
|
|
|
units of
|
|
other
|
|
|
other
|
|
|
|
securities under-
|
|
underlying
|
|
lying
|
|
|
|
|
|
|
shares or
|
|
|
stock
|
|
rights
|
|
|
fights
|
|
|
|
lying unexercised
|
|
unexercised
|
|
unexer-
|
|
|
Options
|
|
Option
|
|
units of
|
|
|
that have
|
|
that have
|
|
|
that have
|
|
|
|
options
|
|
options
|
|
cised
|
|
|
Exercise
|
|
expira-
|
|
stock that
|
|
|
not
|
|
not
|
|
|
not
|
|
|
|
(#)
|
|
(#) unexer-
|
|
options
|
|
|
price
|
|
tion
|
|
have not
|
|
|
vested
|
|
vested
|
|
|
vested
|
|
Name
|
|
exercisable
|
|
cisable
|
|
(#)
|
|
|
(Cdn$)
|
|
date
|
|
vested (#)
|
|
|
($)
|
|
(#)
|
|
|
($)
|
|
Wayne W. Heili
|
|
101,250
|
|
Nil
|
|
Nil
|
|
$
|
0.90
|
|
9/2/14
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
60,539
|
|
Nil
|
|
Nil
|
|
$
|
0.81
|
|
3/5/15
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
102,354
|
|
Nil
|
|
Nil
|
|
$
|
2.87
|
|
1/28/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
150,000
|
|
Nil
|
|
Nil
|
|
$
|
1.57
|
|
7/7/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
81,847
|
|
Nil
|
|
Nil
|
|
$
|
1.17
|
|
9/9/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
112,767
|
|
Nil
|
|
Nil
|
|
$
|
0.91
|
|
1/12/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
70,620
|
|
60,157
|
|
Nil
|
|
$
|
0.76
|
|
12/7/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
18,320
|
|
38,929
|
|
Nil
|
|
$
|
0.77
|
|
4/25/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
8,830
|
|
79,472
|
|
Nil
|
|
$
|
1.20
|
|
12/27/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
14,096
|
|
|
19,452
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
16,347
|
|
|
22,559
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
22,076
|
|
|
30,465
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger L. Smith
|
|
57,321
|
|
Nil
|
|
Nil
|
|
$
|
0.90
|
|
9/2/14
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
36,891
|
|
Nil
|
|
Nil
|
|
$
|
0.81
|
|
3/5/15
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
109,666
|
|
Nil
|
|
Nil
|
|
$
|
2.87
|
|
1/28/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
150,000
|
|
Nil
|
|
Nil
|
|
$
|
1.57
|
|
7/7/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
72,061
|
|
Nil
|
|
Nil
|
|
$
|
1.17
|
|
9/9/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
99,284
|
|
Nil
|
|
Nil
|
|
$
|
0.91
|
|
1/12/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
62,175
|
|
52,964
|
|
Nil
|
|
$
|
0.76
|
|
12/7/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
16,129
|
|
34,274
|
|
Nil
|
|
$
|
0.77
|
|
4/25/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
7,774
|
|
69,970
|
|
Nil
|
|
$
|
1.20
|
|
12/27/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
12,411
|
|
|
17,127
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
14,393
|
|
|
19,862
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
19,436
|
|
|
26,822
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Klenda
|
|
68,571
|
|
Nil
|
|
Nil
|
|
$
|
0.90
|
|
9/2/14
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
49,200
|
|
Nil
|
|
Nil
|
|
$
|
0.81
|
|
3/5/15
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
129,974
|
|
Nil
|
|
Nil
|
|
$
|
2.87
|
|
1/28/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
81,847
|
|
Nil
|
|
Nil
|
|
$
|
1.17
|
|
9/9/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
112,767
|
|
Nil
|
|
Nil
|
|
$
|
0.91
|
|
1/12/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
70,620
|
|
60,157
|
|
Nil
|
|
$
|
0.76
|
|
12/7/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
18,320
|
|
38,929
|
|
Nil
|
|
$
|
0.77
|
|
4/25/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
8,830
|
|
79,472
|
|
Nil
|
|
$
|
1.20
|
|
12/27/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
14,096
|
|
|
19,452
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
16,347
|
|
|
22,559
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
22,076
|
|
|
30,465
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penne A. Goplerud
|
|
30,710
|
|
Nil
|
|
Nil
|
|
$
|
0.90
|
|
9/2/14
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
21,845
|
|
Nil
|
|
Nil
|
|
$
|
0.81
|
|
3/5/15
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
36,934
|
|
Nil
|
|
Nil
|
|
$
|
2.87
|
|
1/28/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
100,000
|
|
Nil
|
|
Nil
|
|
$
|
1.57
|
|
7/7/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
49,838
|
|
Nil
|
|
Nil
|
|
$
|
1.17
|
|
9/9/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
68,667
|
|
Nil
|
|
Nil
|
|
$
|
0.91
|
|
1/12/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
55,899
|
|
47,617
|
|
Nil
|
|
$
|
0.76
|
|
12/7/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
14,501
|
|
30,814
|
|
Nil
|
|
$
|
0.77
|
|
4/25/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
6,990
|
|
62,906
|
|
Nil
|
|
$
|
1.20
|
|
12/27/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
8,583
|
|
|
11,845
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
12,940
|
|
|
17,857
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
17,474
|
|
|
24,114
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Hatten
|
|
36,771
|
|
Nil
|
|
Nil
|
|
$
|
0.90
|
|
9/2/14
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
21,107
|
|
Nil
|
|
Nil
|
|
$
|
0.81
|
|
3/5/15
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
40,343
|
|
Nil
|
|
Nil
|
|
$
|
2.87
|
|
1/28/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
100,000
|
|
Nil
|
|
Nil
|
|
$
|
1.57
|
|
7/7/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
51,641
|
|
Nil
|
|
Nil
|
|
$
|
1.17
|
|
9/9/16
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
71,150
|
|
Nil
|
|
Nil
|
|
$
|
0.91
|
|
1/12/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
44,562
|
|
37,961
|
|
Nil
|
|
$
|
0.76
|
|
12/7/17
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
11,560
|
|
24,565
|
|
Nil
|
|
$
|
0.77
|
|
4/25/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
5,572
|
|
50,148
|
|
Nil
|
|
$
|
1.20
|
|
12/27/18
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
8,894
|
|
|
12,274
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
10,315
|
|
|
14,235
|
|
Nil
|
|
|
Nil
|
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
13,930
|
|
|
19,223
|
|
Nil
|
|
|
Nil
|
|
59 | ||
|
|
|
Option awards
|
|
Stock awards
|
|
||||||||||
Name
|
|
Number of
shares acquired on exercise ($) |
|
|
Value
realized on exercise ($) |
|
|
Number of
shares acquired on vesting (#) |
|
|
Value
realized on vesting ($) |
|
|||
Wayne W. Heili
|
|
|
Nil
|
|
|
Nil
|
|
|
|
14,096
|
|
|
|
12,827
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
12,794
|
|
|
|
11,131
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
16,347
|
|
|
|
18,963
|
|
Roger L. Smith
|
|
|
Nil
|
|
|
Nil
|
|
|
|
12,411
|
|
|
|
11,294
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
13,708
|
|
|
|
11,926
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
14,393
|
|
|
|
16,696
|
|
Jeffrey T. Klenda
|
|
|
Nil
|
|
|
Nil
|
|
|
|
14,096
|
|
|
|
12,827
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
16,247
|
|
|
|
14,135
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
16,347
|
|
|
|
18,963
|
|
|
|
|
68,571
|
|
|
41,592
|
|
|
|
Nil
|
|
|
|
Nil
|
|
Penne A. Goplerud
|
|
|
Nil
|
|
|
Nil
|
|
|
|
8,583
|
|
|
|
7,811
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
4,616
|
|
|
|
4,016
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
12,940
|
|
|
|
15,010
|
|
|
|
|
10,710
|
|
|
6,496
|
|
|
|
Nil
|
|
|
|
Nil
|
|
Steven M. Hatten
|
|
|
Nil
|
|
|
Nil
|
|
|
|
8,894
|
|
|
|
8,094
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
5,043
|
|
|
|
4,387
|
|
|
|
|
Nil
|
|
|
Nil
|
|
|
|
10,315
|
|
|
|
11,965
|
|
60 | ||
|
61 | ||
|
Name
|
|
|
Cash
($) |
|
|
Equity
($) (1) |
|
|
Pension/
NQDC ($) |
|
|
Perquisites/
benefits ($) |
|
|
Tax reimbursement
($) |
|
|
Other
($) |
|
Total
($) |
|
Wayne W. Heili
|
|
|
516,568
|
|
|
219,310
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
735,878
|
|
Roger L. Smith
|
|
|
505,336
|
|
|
138,654
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
643,990
|
|
Jeffrey T. Klenda
|
|
|
516,568
|
|
|
177,140
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
693,708
|
|
Penne A. Goplerud
|
|
|
340,743
|
|
|
177,075
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
517,818
|
|
Steven M. Hatten
|
|
|
271,635
|
|
|
146,441
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
418,076
|
|
· | the selection of corporate and personal objectives that are measurable and linked to value creation is fundamental to the success of Ur-Energy; |
62 | ||
|
· | executive officers and employees should be evaluated and paid based on performance and the achievement of corporate and personal objectives; and |
· | executive officers and employees should have a clear understanding of how their performance and the achievement of pre-determined objectives may influence their compensation. |
· | support the achievement of results; |
· | motivate executive officers and employees to achieve the pre-determined objectives without taking excessive risks; |
· | provide competitive compensation and benefit programs to attract and retain highly qualified executives and employees; and |
· | encourage an ownership mentality. |
63 | ||
|
· | a significant portion of executive pay is at-risk; |
· | executive officers have a higher percentage of at-risk compensation relative to other employees, because they have the greatest ability to influence corporate performance; |
· | 90% of an executive director’s (80% of other executives) short-term incentive is based on corporate performance; and |
· | 80% of an executive’s long-term incentive is based on the stock options, which are highly leveraged to our share price performance. |
64 | ||
|
65 | ||
|
66 | ||
|
· | enhancing shareholder value and successfully implementing our business strategy and objectives; |
· | attracting and retaining key employees; |
· | recognizing the scope and level of responsibility of each position; |
· | providing a competitive level of total compensation to all executives; and |
· | rewarding superior performance and achievement. |
67 | ||
|
Name
|
|
Fees
earned ($) |
|
Share-
based awards ($) |
|
Option-
based awards ($) |
|
Non-equity
incentive plan compensation ($) |
|
Pension
value ($) |
|
All other
compensation ($) |
|
Total
($) |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. William Boberg
(1)
|
|
|
$34,000
|
|
|
$13,644
|
|
|
$36,527
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
$84,171
|
|
James M. Franklin
(2)
|
|
|
$37,500
|
|
|
$13,644
|
|
|
$36,527
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
$87,671
|
|
Paul Macdonell
(3)
|
|
|
$37,750
|
|
|
$13,644
|
|
|
$36,527
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
$87,921
|
|
Thomas Parker
(4)
|
|
|
$37,250
|
|
|
$13,644
|
|
|
$36,527
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
$87,421
|
|
(1) | In 2013, Mr. Boberg received options for 46,829 Common Shares on December 27, 2013 at an exercise price of Cdn$1.20. These options expire on December 27, 2018. Mr. Boberg received a grant of 11,708 RSUs on December 27, 2013. In addition, Mr. Boberg received options for 31,918 Common Shares on April 25, 2013 at an exercise price of Cdn$0.77. These options expire on April 25, 2018. |
(2) | In 2013, Mr. Franklin received options for 46,829 Common Shares on December 27, 2013 at an exercise price of Cdn$1.20. These options expire on December 27, 2018. Mr. Franklin received a grant of 11,708 RSUs on December 27, 2013. In addition, Mr. Franklin received options for 31,918 Common Shares on April 25, 2013 at an exercise price of Cdn$0.77. These options expire on April 25, 2018. |
(3) | In 2013, Mr. Macdonell received options for 46,829 Common Shares on December 27, 2013 at an exercise price of Cdn$1.20. These options expire on December 27, 2018. Mr. Macdonell received a grant of 11,708 RSUs on December 27, 2013. In addition, Mr. Macdonell received options for 31,918 Common Shares on April 25, 2013 at an exercise price of Cdn$0.77. These options expire on April 25, 2018. |
(4) | In 2013, Mr. Parker received options for 46,829 Common Shares on December 27, 2013 at an exercise price of Cdn$1.20. These options expire on December 27, 2018. Mr. Parker received a grant of 11,708 RSUs on December 27, 2013. In addition, Mr. Parker received options for 31,918 Common Shares on April 25, 2013 at an exercise price of Cdn$0.77. These options expire on April 25, 2018. |
68 | ||
|
|
|
Option-based Awards
|
|
Share-based Awards
(1)
|
|
|||||||||||||
|
|
|
Number of
securities underlying unexercised options |
|
|
Option
exercise price |
|
Option
expiration |
|
|
Value of
unexercised in-the-money options |
|
|
Number of shares
or units of shares that have not vested |
|
|
Market or
payout value of share-based awards that have not vested |
|
Name
|
|
|
(#)
|
|
|
($)
|
|
Date
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
W. William Boberg
|
|
|
107,143
|
|
|
$0.90
|
|
9/2/14
|
|
|
56,187
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
61,500
|
|
|
$0.81
|
|
3/5/15
|
|
|
37,627
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
129,974
|
|
|
$2.87
|
|
1/28/16
|
|
|
-
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,355
|
|
|
$1.17
|
|
9/9/16
|
|
|
8,222
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
60,000
|
|
|
$0.91
|
|
1/12/17
|
|
|
30,882
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
72,911
|
|
|
$0.76
|
|
12/7/17
|
|
|
48,149
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,918
|
|
|
$0.77
|
|
4/25/18
|
|
|
20,768
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
46,829
|
|
|
$1.20
|
|
12/27/18
|
|
|
10,915
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
7,500
|
|
|
10,488
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
9,114
|
|
|
12,745
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
11,708
|
|
|
16,373
|
|
James Franklin
|
|
|
12,857
|
|
|
$0.90
|
|
9/2/14
|
|
|
6,742
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
9,000
|
|
|
$0.81
|
|
3/5/15
|
|
|
5,506
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
40,082
|
|
|
$2.87
|
|
1/28/16
|
|
|
-
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,355
|
|
|
$1.17
|
|
9/9/16
|
|
|
8,222
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
60,000
|
|
|
$0.91
|
|
1/12/17
|
|
|
30,882
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
72,911
|
|
|
$0.76
|
|
12/7/17
|
|
|
48,149
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,918
|
|
|
$0.77
|
|
4/25/18
|
|
|
20,768
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
46,829
|
|
|
$1.20
|
|
12/27/18
|
|
|
10,915
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
7,500
|
|
|
10,488
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
9,114
|
|
|
12,745
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
11,708
|
|
|
16,373
|
|
Paul Macdonell
|
|
|
12,857
|
|
|
$0.90
|
|
9/2/14
|
|
|
6,742
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
9,000
|
|
|
$0.81
|
|
3/5/15
|
|
|
5,506
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
40,082
|
|
|
$2.87
|
|
1/28/16
|
|
|
-
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,355
|
|
|
$1.17
|
|
9/9/16
|
|
|
8,222
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
60,000
|
|
|
$0.91
|
|
1/12/17
|
|
|
30,882
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
72,911
|
|
|
$0.76
|
|
12/7/17
|
|
|
48,149
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,918
|
|
|
$0.77
|
|
4/25/18
|
|
|
20,768
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
46,829
|
|
|
$1.20
|
|
12/27/18
|
|
|
10,915
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
7,500
|
|
|
10,488
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
9,114
|
|
|
12,745
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
11,708
|
|
|
16,373
|
|
Thomas Parker
|
|
|
12,857
|
|
|
$0.90
|
|
9/2/14
|
|
|
6,742
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
9,000
|
|
|
$0.81
|
|
3/5/15
|
|
|
5,506
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
40,082
|
|
|
$2.87
|
|
1/28/16
|
|
|
-
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,355
|
|
|
$1.17
|
|
9/9/16
|
|
|
8,222
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
60,000
|
|
|
$0.91
|
|
1/12/17
|
|
|
30,882
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
72,911
|
|
|
$0.76
|
|
12/7/17
|
|
|
48,149
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
31,918
|
|
|
$0.77
|
|
4/25/18
|
|
|
20,768
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
46,829
|
|
|
$1.20
|
|
12/27/18
|
|
|
10,915
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
7,500
|
|
|
10,488
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
9,114
|
|
|
12,745
|
|
|
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
|
11,708
|
|
|
16,373
|
|
· | reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K; and |
· | based on such review and discussion, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the year ended December 31, 2013. |
69 | ||
|
Name of Holder
|
|
Number of Common Shares of
Ur-Energy (1) |
|
Percentage of Issued and
Outstanding Common Shares of Ur-Energy |
|
Directors and Officers(2)
|
|
|
|
|
|
Jeffrey T. Klenda
(3)
|
|
2,220,839
|
|
1.61
|
|
Wayne W. Heili
|
|
890,520
|
|
*
|
|
W. William Boberg
|
|
1,108,285
|
|
*
|
|
James M. Franklin
|
|
727,617
|
|
*
|
|
Paul Macdonell
(4)(5)
|
|
386,617
|
|
*
|
|
Thomas Parker
|
|
296,617
|
|
*
|
|
Roger L. Smith
|
|
752,836
|
|
*
|
|
Steven M. Hatten
|
|
434,633
|
|
*
|
|
John W. Cash
|
|
423,730
|
|
*
|
|
Penne A. Goplerud
|
|
454,265
|
|
*
|
|
|
|
|
|
|
|
Major Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc.
(6)
|
|
12,373,156
|
|
8.97
|
|
Lazarus Investment Partners LLLP
(7)
|
|
10,082,382
|
|
7.34
|
|
Global X Uranium ETF
(8)
|
|
6,934,018
|
|
5.06
|
|
70 | ||
|
71 | ||
|
Years ending
|
|
Audit Fees
(1)
|
|
Audit-related
Fees (2) |
|
Tax Fees
(3)
|
|
All Other Fees
(4)
|
|
||
December 31, 2013
|
|
$
|
190,039
|
|
$
|
44,009
|
|
-
|
|
-
|
|
December 31, 2012
|
|
$
|
151,717
|
|
$
|
44,504
|
|
-
|
|
-
|
|
(1) | Audit fees consisted of audit services, reporting on internal control over financial reporting and review of such documents filed with the securities regulators. |
(2) | Audit related fees were for services in connection with quarterly reviews of the consolidated financial statements and work in connection with our securities filings as required by the Canadian and United States securities regulators. |
(3) | The aggregate fees billed for tax compliance, tax advice, and tax planning services. |
(4) | Other fees were for other consulting services provided. |
72 | ||
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date of
Report |
|
Exhibit
|
|
Filed
Herewith |
3.1
|
|
Articles of Continuance and Articles of Amendment
|
|
S-3
|
|
1/10/2014
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Amended By-Law No. 1
|
|
S-3
|
|
1/10/2014
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Form of Warrant dated December 19, 2013 |
|
6-K
|
|
12/19/2013
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Facility Agreement (RMB Australia Holdings Ltd)
|
|
6-K
|
|
7/03/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Second Facility Agreement (RMB Australia Holdings Ltd)
|
|
6-K
|
|
9/03/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Amendment and Restatement Agreement Facility Agreement (RMB Australia Holdings Ltd)
|
|
6-K
|
|
9/03/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Financing Agreement and Mortgage (State of Wyoming Industrial Revenue Bond Loan)
|
|
6-K
|
|
10/29/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
Share Purchase Agreement and Registration Rights Agreement (Private Placement) |
|
6-K
|
|
12/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6
|
|
Amended Share Purchase Agreement (Pathfinder Mines Corporation)
|
|
6-K
|
|
12/23/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7
|
|
Employment Agreement with Jeffrey T. Klenda, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Employment Agreement with Wayne W. Heili, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Employment Agreement with Roger L. Smith, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Employment Agreement with Steven M. Hatten, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Employment Agreement with John W. Cash, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Employment Agreement with Penne A. Goplerud, as amended
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
10.13 |
|
Ur-Energy Inc. Amended and Restated Stock Option Plan, as amended |
|
S-8
|
|
5/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14 |
|
Amended Restricted Share Unit Plan, as amended |
|
S-8
|
|
5/14/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.1 |
|
Code of Ethics for CEO, CFO and Senior Financial Officers |
|
8-K
|
|
2/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
18.1 |
|
PricewaterhouseCoopers LLC Correspondence March 3, 2014 |
|
|
|
|
|
|
|
X
|
73 | ||
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
Consent of TREC, Inc.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Schema Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Labels Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Location maps (1)
|
|
|
|
|
|
|
|
X
|
74 | ||
|
|
|
UR-ENERGY INC.
|
|
|
|
|
|
Date: March 3, 2014
|
By:
|
/s/ Wayne W. Heili
|
|
|
|
Wayne W. Heili
|
|
|
|
President and Chief Executive Officer
|
|
Date: March 3, 2014
|
By:
|
/s/ Wayne W. Heili
|
|
|
|
Wayne W. Heili
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
and Director
|
|
|
|
|
|
Date: March 3, 2014
|
By:
|
/s/Roger L. Smith
|
|
|
|
Roger L. Smith
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer and
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
Date: February 27, 2014
|
By:
|
/s/ Jeffrey T. Klenda
|
|
|
|
Jeffrey T. Klenda
|
|
|
|
Chairman and Executive Director
|
|
|
|
|
|
Date: March 1, 2014
|
By:
|
/s/ W. William Boberg
|
|
|
|
W. William Boberg
|
|
|
|
Director
|
|
|
|
|
|
Date: February 27, 2014
|
By:
|
/s/ James M. Franklin
|
|
|
|
James M. Franklin
|
|
|
|
Director
|
|
|
|
|
|
Date: February 28, 2014
|
By:
|
/s/ Paul Macdonell
|
|
|
|
Paul Macdonell
|
|
|
|
Director
|
|
|
|
|
|
Date: February 27, 2014
|
By:
|
/s/ Thomas Parker
|
|
|
|
Thomas Parker
|
|
|
|
Director
|
|
75 | ||
|
Page 1 | ||
|
Page 2 | ||
|
Page 3 | ||
|
Ur-Energy Inc.
|
Consolidated Balance Sheets
|
|
|
December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
|
|
(Restated)
|
|
Assets
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash and cash equivalents (note 5)
|
|
1,627
|
|
11,536
|
|
Short-term investments
|
|
-
|
|
6,460
|
|
Accounts receivable (note 6)
|
|
5,802
|
|
17
|
|
Inventory (note 7)
|
|
2,053
|
|
-
|
|
Current deferred financing costs (note 13)
|
|
183
|
|
-
|
|
Prepaid expenses
|
|
767
|
|
197
|
|
|
|
10,432
|
|
18,210
|
|
|
|
|
|
|
|
Restricted cash (note 8)
|
|
5,055
|
|
2,054
|
|
Mineral properties (note 9)
|
|
52,702
|
|
33,501
|
|
Capital assets (note 10)
|
|
35,250
|
|
11,756
|
|
Equity investment (note 11)
|
|
1,085
|
|
2,632
|
|
Deposits
|
|
-
|
|
1,330
|
|
Deferred financing costs (note 13)
|
|
812
|
|
-
|
|
|
|
94,904
|
|
51,273
|
|
|
|
105,336
|
|
69,483
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Accounts payable and accrued liabilities (note 12)
|
|
2,928
|
|
2,488
|
|
Current portion of notes payable (note 13)
|
|
5,153
|
|
114
|
|
Reclamation obligations
|
|
85
|
|
76
|
|
|
|
8,166
|
|
2,678
|
|
|
|
|
|
|
|
Notes payable (note 13)
|
|
34,000
|
|
211
|
|
Deferred income taxes (note 14)
|
|
3,345
|
|
-
|
|
Deferred revenue (note 15)
|
|
2,508
|
|
-
|
|
Asset retirement obligations (note 16)
|
|
17,279
|
|
957
|
|
Other liabilities (note 17)
|
|
1,374
|
|
-
|
|
|
|
58,506
|
|
1,168
|
|
|
|
66,672
|
|
3,846
|
|
|
|
|
|
|
|
Commitments (note 22)
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity (note 18)
|
|
|
|
|
|
Capital Stock
|
|
|
|
|
|
Class A preferred shares, without par value, unlimited shares
authorized. No shares issued and outstanding |
|
-
|
|
-
|
|
Common shares, without par value, unlimited shares authorized.
Shares issued and outstanding: 127,559,743 at December 31, 2013 and 121,134,276 at December 31, 2012 |
|
165,974
|
|
160,896
|
|
Warrants
|
|
4,175
|
|
61
|
|
Contributed surplus
|
|
14,247
|
|
13,688
|
|
Accumulated other comprehensive income
|
|
3,298
|
|
9,669
|
|
Deficit
|
|
(149,030)
|
|
(118,677)
|
|
|
|
38,664
|
|
65,637
|
|
|
|
105,336
|
|
69,483
|
|
(signed)
/s/ Jeffrey T. Klenda, Director
|
|
(signed)
/s/ Thomas Parker, Director
|
Page 4 | ||
|
Ur-Energy Inc.
|
Consolidated Statements of Operations and Comprehensive Loss
|
|
|
Year ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
(Restated)
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
Revenue (net of direct taxes)
(note 19)
|
|
7,616
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
(3,096)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
4,520
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation
|
|
(2,385)
|
|
(3,285)
|
|
(5,126)
|
|
Development
|
|
(18,465)
|
|
(8,979)
|
|
(3,769)
|
|
General and administrative
|
|
(5,592)
|
|
(6,107)
|
|
(7,585)
|
|
Write-off of mineral properties (note 9)
|
|
(1,430)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(23,352)
|
|
(18,371)
|
|
(16,480)
|
|
|
|
|
|
|
|
|
|
Interest (expense) income (net)
|
|
(6,138)
|
|
307
|
|
243
|
|
Loss on equity investment (note 11)
|
|
(1,022)
|
|
(64)
|
|
(314)
|
|
Foreign exchange gain (loss)
|
|
164
|
|
(385)
|
|
186
|
|
Other (loss) income
|
|
(5)
|
|
955
|
|
(78)
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
(30,353)
|
|
(17,558)
|
|
(16,443)
|
|
|
|
|
|
|
|
|
|
Loss per common share:
|
|
|
|
|
|
|
|
Basic and diluted
|
|
(0.25)
|
|
(0.15)
|
|
(0.16)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
Basic and diluted
|
|
122,231,993
|
|
118,521,509
|
|
103,467,475
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
|
|
|
|
|
|
Net loss
|
|
(30,353)
|
|
(17,558)
|
|
(16,443)
|
|
Translation adjustment as of date of adoption of US$ as functional currency
|
|
(6,161)
|
|
-
|
|
-
|
|
Translation adjustment on foreign operations
|
|
(210)
|
|
1,445
|
|
(1,107)
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
(36,724)
|
|
(16,113)
|
|
(17,550)
|
|
Page 5 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Capital Stock
|
|
|
|
|
Contributed
|
|
Comprehensive
|
|
|
|
|
Shareholders'
|
|
|||||||
|
|
Shares
|
|
Amount
|
|
Warrants
|
|
Surplus
|
|
Loss
|
|
Deficit
|
|
Equity
|
|
|||||||
|
|
#
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
(Restated)
|
|
|
101,998,012
|
|
|
138,930
|
|
|
43
|
|
|
11,029
|
|
|
9,331
|
|
|
(84,676)
|
|
|
74,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
1,677,432
|
|
|
5,206
|
|
|
-
|
|
|
(1,823)
|
|
|
-
|
|
|
-
|
|
|
3,383
|
|
Adjustment to share issue
costs |
|
|
|
|
|
20
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
20
|
|
Non-cash stock
compensation |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,479
|
|
|
-
|
|
|
-
|
|
|
2,479
|
|
Net loss and comprehensive
loss |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(1,107)
|
|
|
(16,443)
|
|
|
(17,550)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
(Restated)
|
|
|
103,675,444
|
|
|
144,156
|
|
|
43
|
|
|
11,685
|
|
|
8,224
|
|
|
(101,119)
|
|
|
62,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
88,473
|
|
|
117
|
|
|
-
|
|
|
(41)
|
|
|
-
|
|
|
-
|
|
|
76
|
|
Common shares issued for
cash, net of issue costs |
|
|
17,250,000
|
|
|
16,275
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
16,275
|
|
Redemption of vested RSUs
|
|
|
120,359
|
|
|
348
|
|
|
-
|
|
|
(366)
|
|
|
-
|
|
|
-
|
|
|
(18)
|
|
Issuance of warrants
|
|
|
-
|
|
|
-
|
|
|
18
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
18
|
|
Non-cash stock
compensation |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,410
|
|
|
-
|
|
|
-
|
|
|
2,410
|
|
Net loss and comprehensive loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,445
|
|
|
(17,558)
|
|
|
(16,113)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012
(Restated)
|
|
|
121,134,276
|
|
|
160,896
|
|
|
61
|
|
|
13,688
|
|
|
9,669
|
|
|
(118,677)
|
|
|
65,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
|
377,927
|
|
|
420
|
|
|
-
|
|
|
(145)
|
|
|
-
|
|
|
-
|
|
|
275
|
|
Common shares issued for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash, net of issue costs
|
|
|
4,709,089
|
|
|
3,396
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,396
|
|
Redemption of vested RSUs
|
|
|
338,451
|
|
|
499
|
|
|
-
|
|
|
(563)
|
|
|
-
|
|
|
-
|
|
|
(64)
|
|
Issuance of warrants
|
|
|
-
|
|
|
-
|
|
|
4,228
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,228
|
|
Cancellation of warrants
|
|
|
-
|
|
|
-
|
|
|
(114)
|
|
|
114
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Common shares issued for
royalty interest |
|
|
1,000,000
|
|
|
763
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
763
|
|
Non-cash stock compensation
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,153
|
|
|
-
|
|
|
-
|
|
|
1,153
|
|
Adjustment to beginning
balances due to change in functional currency |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(6,161)
|
|
|
-
|
|
|
(6,161)
|
|
Net loss and comprehensive loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(210)
|
|
|
(30,353)
|
|
|
(30,563)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
|
127,559,743
|
|
|
165,974
|
|
|
4,175
|
|
|
14,247
|
|
|
3,298
|
|
|
(149,030)
|
|
|
38,664
|
|
Page 6 | ||
|
Ur-Energy Inc.
|
Consolidated Statements of Cash Flow
|
|
|
Year ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
(Restated)
|
|
(Restated)
|
|
Cash provided by (used in) Operating activities
|
|
|
|
|
|
|
|
Net loss for the year
|
|
(30,353)
|
|
(17,558)
|
|
(16,443)
|
|
Items not affecting cash:
|
|
|
|
|
|
|
|
Stock based expense
|
|
1,153
|
|
2,410
|
|
2,479
|
|
Depreciation of capital assets
|
|
537
|
|
530
|
|
481
|
|
Non-cash borrowing costs
|
|
3,908
|
|
-
|
|
-
|
|
Provision for reclamation
|
|
9
|
|
(97)
|
|
45
|
|
Write off of investments
|
|
1,006
|
|
-
|
|
-
|
|
Write-off of mineral properties
|
|
1,430
|
|
-
|
|
-
|
|
Foreign exchange loss (gain)
|
|
(156)
|
|
383
|
|
(186)
|
|
Loss (gain) on disposition of assets
|
|
1
|
|
(968)
|
|
4
|
|
Other loss (income)
|
|
18
|
|
69
|
|
395
|
|
RSUs redeemed for cash
|
|
(64)
|
|
(18)
|
|
-
|
|
Proceeds from assignment of sales contract
|
|
2,508
|
|
-
|
|
-
|
|
Change in non-cash working capital items:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
(5,720)
|
|
(1)
|
|
4
|
|
Inventory
|
|
(1,433)
|
|
-
|
|
-
|
|
Prepaid expenses
|
|
(1,414)
|
|
(85)
|
|
(6)
|
|
Accounts payable and accrued liabilities
|
|
800
|
|
615
|
|
134
|
|
|
|
(27,770)
|
|
(14,722)
|
|
(13,093)
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
Mineral property costs
|
|
(5,319)
|
|
(320)
|
|
(158)
|
|
Purchase of short-term investments
|
|
-
|
|
(10,195)
|
|
(6,975)
|
|
Sale of short-term investments
|
|
6,593
|
|
10,631
|
|
5,190
|
|
Decrease (increase) in restricted cash
|
|
(3,001)
|
|
2,198
|
|
(447)
|
|
Deposit for Pathfinder acquisition
|
|
-
|
|
(1,338)
|
|
-
|
|
Funding of equity investment
|
|
(9)
|
|
(27)
|
|
(29)
|
|
Purchase of capital assets
|
|
(23,990)
|
|
(6,958)
|
|
(770)
|
|
|
|
(25,726)
|
|
(6,009)
|
|
(3,189)
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
Issuance of common shares and warrants for cash
|
|
5,482
|
|
17,210
|
|
-
|
|
Share issue costs
|
|
(238)
|
|
(1,003)
|
|
-
|
|
Proceeds from exercise of warrants and stock options
|
|
275
|
|
75
|
|
3,396
|
|
Proceeds from debt financing
|
|
75,100
|
|
-
|
|
-
|
|
Cost of debt financing
|
|
(403)
|
|
-
|
|
-
|
|
Repayment of debt
|
|
(36,425)
|
|
(28)
|
|
-
|
|
|
|
43,791
|
|
16,254
|
|
3,396
|
|
|
|
|
|
|
|
|
|
Effects of foreign exchange rate changes on cash
|
|
(204)
|
|
159
|
|
27
|
|
Net change in cash and cash equivalents
|
|
(9,909)
|
|
(4,318)
|
|
(12,859)
|
|
Beginning cash and cash equivalents
|
|
11,536
|
|
15,854
|
|
28,713
|
|
Ending cash and cash equivalents
|
|
1,627
|
|
11,536
|
|
15,854
|
|
Total Interest paid
|
|
1,056
|
|
3
|
|
-
|
|
Page 7 | ||
|
|
1.
|
Nature of Operations
|
|
2.
|
Liquidity Risk
|
|
3.
|
Change in Accounting Policy
|
Page 8 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
December 31,2012
|
|
||||
|
|
As reported
|
|
Adjustment
|
|
As restated
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Capital assets
|
|
16,244
|
|
(4,488)
|
|
11,756
|
|
Total assets
|
|
73,971
|
|
(4,488)
|
|
69,483
|
|
|
|
|
|
|
|
|
|
Shareholders' equity
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
9,682
|
|
(13)
|
|
9,669
|
|
Deficit
|
|
(114,202)
|
|
(4,475)
|
|
(118,677)
|
|
Total shareholders' equity
|
|
70,125
|
|
(4,488)
|
|
65,637
|
|
Total liabilities and shareholders' equity
|
|
73,971
|
|
(4,488)
|
|
69,483
|
|
|
|
December 31,2012
|
|
||||
|
|
|
|
|
|
As
|
|
|
|
As reported
|
|
Adjustment
|
|
restated
|
|
|
|
|
|
|
|
|
|
Development expense
|
|
(4,504)
|
|
(4,475)
|
|
(8,979)
|
|
Net loss from operations
|
|
(13,896)
|
|
(4,475)
|
|
(18,371)
|
|
Net loss
|
|
(13,083)
|
|
(4,475)
|
|
(17,558)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
(13,083)
|
|
(4,475)
|
|
(17,558)
|
|
Cumulative Translation Adjustment
|
|
1,458
|
|
(13)
|
|
1,445
|
|
Other comprehensive loss
|
|
(11,625)
|
|
(4,488)
|
|
(16,113)
|
|
|
|
December 31,2012
|
|
||||
|
|
|
|
|
|
As
|
|
|
|
As reported
|
|
Adjustment
|
|
restated
|
|
Net loss and comprehensive loss
|
|
(11,625)
|
|
(4,488)
|
|
(16,113)
|
|
Balance, December 31, 2013
|
|
70,125
|
|
(4,488)
|
|
65,637
|
|
Page 9 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
December 31,2012
|
|
||||
|
|
|
|
|
|
As
|
|
|
|
As reported
|
|
Adjustment
|
|
restated
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
(13,083)
|
|
(4,475)
|
|
(17,558)
|
|
Accounts payable and accrued liabilities
|
|
11
|
|
604
|
|
615
|
|
Cash used in operations
|
|
(10,851)
|
|
(3,871)
|
|
(14,722)
|
|
|
|
|
|
|
|
|
|
Purchase of capital assets
|
|
(10,842)
|
|
3,884
|
|
(6,958)
|
|
Cash used for investment
|
|
(9,893)
|
|
3,884
|
|
(6,009)
|
|
|
4.
|
Summary of Significant Accounting Policies
|
Page 10 | ||
|
Page 11 | ||
|
Page 12 | ||
|
Page 13 | ||
|
|
⋅
|
Cash and cash equivalents, short-term investments, accounts receivable, restricted cash and deposits are recorded at amortized cost.
Interest income is recorded using the effective interest rate method and is included in income for the period.
|
|
⋅
|
Accounts payable and accrued liabilities and notes payable are measured at amortized cost.
|
|
⋅
|
Other liabilities are adjusted to the market value at the end of each reporting period.
|
|
5.
|
Cash and Cash Equivalents
|
|
|
As at December 31
|
|
||
|
|
2013
|
|
2012
|
|
|
|
$
|
|
$
|
|
|
|
|
|
(Restated)
|
|
Cash on deposit at banks
|
|
296
|
|
262
|
|
Money market funds
|
|
1,331
|
|
11,274
|
|
|
|
|
|
|
|
|
|
1,627
|
|
11,536
|
|
|
6.
|
Accounts Receivable
|
|
|
As at December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
$
|
|
$
|
|
|
|
|
|
(Restated)
|
|
Trade accounts receivable
|
|
|
|
|
|
Company A
|
|
3,895
|
|
-
|
|
Company B
|
|
1,768
|
|
-
|
|
Other companies
|
|
66
|
|
-
|
|
Total trade receivables
|
|
5,729
|
|
-
|
|
Taxes receivable
|
|
8
|
|
11
|
|
Other receivables
|
|
65
|
|
6
|
|
|
|
|
|
|
|
|
|
5,802
|
|
17
|
|
Page 14 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
7.
|
Inventory
|
|
|
As at December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
$
|
|
$
|
|
In-process inventory
|
|
765
|
|
-
|
|
Plant inventory
|
|
1,136
|
|
-
|
|
Conversion facility inventory
|
|
152
|
|
-
|
|
|
|
|
|
|
|
|
|
2,053
|
|
-
|
|
|
8.
|
Restricted Cash
|
|
|
As at December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
$
|
|
$
|
|
|
|
|
|
(Restated)
|
|
Money market accounts (a)
|
|
4,955
|
|
1,942
|
|
Certificate of deposit (b)
|
|
100
|
|
112
|
|
|
|
|
|
|
|
|
|
5,055
|
|
2,054
|
|
|
(a)
|
The bonding requirements for reclamation obligations on various properties have been agreed to by the Wyoming Department of Environmental Quality, United States Department of the Interior and United States Nuclear Regulatory Commission. The restricted money market accounts are pledged as collateral against performance surety bonds which are used to secure the
potential costs of reclamation related to those properties. Surety bonds providing $
9,900
of coverage towards specific reclamation obligations are collateralized by $
4,955
of the restricted cash at December 31, 2013.
|
|
(b)
|
A certificate of deposit ($
100
) provides security for the Company’s credit cards.
|
Page 15 | ||
|
|
|
USA
|
|
Canada
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lost Creek
|
|
Pathfinder
|
|
Other US
|
|
Canadian
|
|
|
|
|
|
Property
|
|
Mines
|
|
Properties
|
|
Properties
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011 (a)
|
|
13,917
|
|
-
|
|
17,050
|
|
513
|
|
31,480
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
Capitalized reclamation costs (a)
|
|
292
|
|
-
|
|
28
|
|
-
|
|
320
|
|
Property acquired in asset exchange (a)
|
|
971
|
|
-
|
|
-
|
|
-
|
|
971
|
|
Reporting exchange rate adjustment (a)
|
|
325
|
|
-
|
|
393
|
|
12
|
|
730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2012(a)
|
|
15,505
|
|
-
|
|
17,471
|
|
525
|
|
33,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized reclamation costs
|
|
10,276
|
|
-
|
|
-
|
|
-
|
|
10,276
|
|
Royalty acquired for common stock
|
|
783
|
|
-
|
|
-
|
|
-
|
|
783
|
|
Property write-offs
|
|
-
|
|
-
|
|
(1,430)
|
|
-
|
|
(1,430)
|
|
Functional Currency exchange rate adjustment (b)
|
|
(2,443)
|
|
-
|
|
(2,831)
|
|
|
|
(5,274)
|
|
Reporting exchange rate adjustment (b)
|
|
-
|
|
-
|
|
-
|
|
(36)
|
|
(36)
|
|
Amortization
|
|
(435)
|
|
-
|
|
-
|
|
-
|
|
(435)
|
|
Purchase of Pathfinder Mines
|
|
-
|
|
15,317
|
|
-
|
|
-
|
|
15,317
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2013
|
|
23,686
|
|
15,317
|
|
13,210
|
|
489
|
|
52,702
|
|
|
(a)
|
As a result of the change in reporting balances, the above was restated to reflect the change from Canadian reporting currency to U.S. dollar reporting currency.
|
|
(b)
|
As a result of the change in functional currency, a CTA as of the date of conversion reduced the reported cost of the U.S. mineral properties by $5.3 million.
The above adjustments reflect both the functional currency adjustment in U.S. properties and adjustments due to changes in the year end spot rate in Canadian properties (see note 4).
|
Page 16 | ||
|
|
10.
|
Capital Assets
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
(Restated)
|
|
|
|
|
|
|
|
Accumulated
|
|
Net Book
|
|
|
|
Accumulated
|
|
Net Book
|
|
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
Cost
|
|
Depreciation
|
|
Value
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rolling stock
|
|
3,860
|
|
2,366
|
|
1,494
|
|
3,402
|
|
1,822
|
|
1,580
|
|
Enclosures
|
|
32,936
|
|
279
|
|
32,657
|
|
-
|
|
-
|
|
-
|
|
Machinery and equipment
|
|
903
|
|
343
|
|
560
|
|
419
|
|
339
|
|
80
|
|
Furniture, fixtures and leasehold improvements
|
|
121
|
|
64
|
|
57
|
|
82
|
|
55
|
|
27
|
|
Information technology
|
|
1,067
|
|
585
|
|
482
|
|
718
|
|
512
|
|
206
|
|
Construction in progress
|
|
-
|
|
-
|
|
-
|
|
9,863
|
|
-
|
|
9,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,887
|
|
3,637
|
|
35,250
|
|
14,484
|
|
2,728
|
|
11,756
|
|
Page 17 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
11.
|
Equity Investment
|
|
12.
|
Accounts Payable and Accrued Liabilities
|
|
13.
|
Notes Payable
|
Page 18 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
(expressed in thousands of U.S. dollars unless otherwise indicated)
|
|
|
As at December 31,
|
|
||
|
|
2013
|
|
2012
|
|
|
|
|
|
(Restated)
|
|
Current debt
|
|
|
|
|
|
RMBAH First Loan Facility
|
|
5,000
|
|
-
|
|
Insurance premium financing
|
|
153
|
|
-
|
|
Equipment financing arrangements
|
|
-
|
|
114
|
|
|
|
|
|
|
|
|
|
5,153
|
|
114
|
|
Long-term debt
|
|
|
|
|
|
Sweetwater County bond
|
|
34,000
|
|
-
|
|
Equipment financing arrangements
|
|
-
|
|
211
|
|
|
|
|
|
|
|
|
|
34,000
|
|
211
|
|
Page 19 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
(expressed in thousands of U.S. dollars unless otherwise indicated)
|
Debt
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Subsequent
|
|
Maturity
|
|
Sweetwater County bond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
34,000
|
|
-
|
|
4,066
|
|
4,305
|
|
4,558
|
|
4,826
|
|
16,245
|
|
October 1, 2021
|
|
Interest
|
|
9,241
|
|
1,955
|
|
1,810
|
|
1,568
|
|
1,311
|
|
1,039
|
|
1,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RMBAH First Loan Facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
5,000
|
|
5,000
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
December 31, 2014
|
|
Interest
|
|
193
|
|
193
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premium financing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
153
|
|
153
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
May 31, 2014
|
|
Interest
|
|
1
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
48,588
|
|
7,302
|
|
5,876
|
|
5,873
|
|
5,869
|
|
5,865
|
|
17,803
|
|
|
|
|
14.
|
Income taxes
|
|
|
Year ended December 31,
|
|
||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
(Restated)
|
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
(30,353)
|
|
|
(17,558)
|
|
|
(16,443)
|
|
|
|
|
|
|
|
|
|
|
|
Statutory rate
|
|
26.50
|
%
|
|
26.50
|
%
|
|
28.3
|
%
|
Expected recovery of income tax
|
|
(8,033)
|
|
|
(4,663)
|
|
|
(4,653)
|
|
Effect of foreign tax rate differences
|
|
(3,247)
|
|
|
(1,570)
|
|
|
(1,277)
|
|
Non-deductible amounts
|
|
108
|
|
|
412
|
|
|
221
|
|
Effect of changes in enacted future rates
|
|
(286)
|
|
|
(40)
|
|
|
-
|
|
Effect of change in foreign exchange rates
|
|
(161)
|
|
|
(91)
|
|
|
33
|
|
Effect of stock based compensation
|
|
159
|
|
|
7
|
|
|
158
|
|
Change in valuation allowance
|
|
11,460
|
|
|
5,945
|
|
|
5,518
|
|
|
|
|
|
|
|
|
|
|
|
Recovery of future income taxes
|
|
-
|
|
|
-
|
|
|
-
|
|
Page 20 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
(expressed in thousands of U.S. dollars unless otherwise indicated)
|
|
|
As at December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
(Restated)
|
|
(Restated)
|
|
|
|
|
|
|
|
|
|
Deferred income tax assets
|
|
|
|
|
|
|
|
Capital assets and mineral properties
|
|
8,337
|
|
14,301
|
|
11,745
|
|
Net operating loss carry forwards
|
|
39,432
|
|
24,579
|
|
16,363
|
|
Less: valuation allowance
|
|
(47,769)
|
|
(38,880)
|
|
(28,108)
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities
|
|
|
|
|
|
|
|
Mineral properties
|
|
(3,345)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset (liability)
|
|
(3,345)
|
|
-
|
|
-
|
|
|
15.
|
Deferred Revenue
|
|
16.
|
Asset Retirement and Reclamation Obligations
|
Page 21 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
Year ended
|
|
Year ended
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
|
|
|
|
|
(Restated)
|
|
Asset retirement obligations
|
|
$
|
|
$
|
|
Beginning of year
|
|
957
|
|
-
|
|
Liabilities incurred
|
|
10,639
|
|
580
|
|
ARO transferred from reclamation obligations
|
|
-
|
|
377
|
|
Assumed in Pathfinder Mining Corporation purchase
|
|
5,656
|
|
-
|
|
Accretion expense
|
|
27
|
|
-
|
|
End of year
|
|
17,279
|
|
957
|
|
|
17.
|
Other Liabilities
|
Page 22 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
(expressed in thousands of U.S. dollars unless otherwise indicated)
|
|
18.
|
Shareholders’ Equity and Capital Stock
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
average
|
|
|
|
Options
|
|
exercise price
|
|
|
|
#
|
|
$
|
Outstanding, December 31, 2010
|
|
|
5,665,568
|
|
1.79
|
Granted
|
|
|
3,162,098
|
|
2.07
|
Exercised
|
|
|
(1,677,432)
|
|
2.02
|
Forfeited
|
|
|
(241,332)
|
|
2.14
|
Expired
|
|
|
(495,000)
|
|
2.59
|
Outstanding, December 31, 2011
|
|
|
6,413,902
|
|
1.75
|
Granted
|
|
|
3,114,207
|
|
0.87
|
Exercised
|
|
|
(88,473)
|
|
0.85
|
Forfeited
|
|
|
(145,414)
|
|
1.99
|
Expired
|
|
|
(782,500)
|
|
3.25
|
Outstanding, December 31, 2012
|
|
|
8,511,722
|
|
1.32
|
Granted
|
|
|
1,876,670
|
|
1.07
|
Exercised
|
|
|
(377,927)
|
|
0.79
|
Forfeited
|
|
|
(31,806)
|
|
0.78
|
Expired
|
|
|
(705,000)
|
|
1.69
|
Outstanding, December 31, 2013
|
|
|
9,273,659
|
|
1.19
|
Page 23 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
Options outstanding
|
|
Options exercisable
|
|
|
||||||||
|
|
|
|
Weighted-
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
average
|
|
Aggregate
|
|
|
|
average
|
|
Aggregate
|
|
|
Exercise
|
|
|
|
remaining
|
|
Intrinsic
|
|
|
|
remaining
|
|
Intrinsic
|
|
|
price
|
|
Number
|
|
contractual
|
|
Value
|
|
Number
|
|
contractual
|
|
Value
|
|
|
$
|
|
of options
|
|
life (years)
|
|
$
|
|
of options
|
|
life (years)
|
|
$
|
|
Expiry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.66
|
|
145,909
|
|
0.1
|
|
101
|
|
145,909
|
|
0.1
|
|
101
|
|
February 9, 2014
|
0.84
|
|
776,257
|
|
0.7
|
|
396
|
|
776,257
|
|
0.7
|
|
396
|
|
September 2, 2014
|
0.76
|
|
554,074
|
|
1.2
|
|
327
|
|
554,074
|
|
1.2
|
|
327
|
|
March 5, 2015
|
2.68
|
|
1,318,293
|
|
2.1
|
|
-
|
|
1,318,293
|
|
2.1
|
|
-
|
|
January 28, 2016
|
1.47
|
|
645,000
|
|
2.5
|
|
-
|
|
645,000
|
|
2.5
|
|
-
|
|
July 7, 2016
|
1.09
|
|
759,809
|
|
2.7
|
|
198
|
|
759,809
|
|
2.7
|
|
198
|
|
September 9, 2016
|
1.08
|
|
200,000
|
|
2.8
|
|
54
|
|
200,000
|
|
2.8
|
|
54
|
|
October 24, 2016
|
0.85
|
|
1,110,871
|
|
3.0
|
|
555
|
|
1,110,871
|
|
3.0
|
|
555
|
|
January 12, 2017
|
1.30
|
|
200,000
|
|
3.1
|
|
10
|
|
200,000
|
|
3.1
|
|
10
|
|
February 1, 2017
|
1.10
|
|
100,000
|
|
3.2
|
|
25
|
|
100,000
|
|
3.2
|
|
25
|
|
March 1, 2017
|
0.71
|
|
1,594,312
|
|
3.9
|
|
1,020
|
|
860,928
|
|
3.9
|
|
551
|
|
December 7, 2017
|
0.72
|
|
673,791
|
|
4.3
|
|
424
|
|
215,613
|
|
4.3
|
|
136
|
|
April 25, 2018
|
1.16
|
|
100,000
|
|
4.6
|
|
19
|
|
32,000
|
|
4.6
|
|
6
|
|
August 1, 2018
|
1.12
|
|
1,095,343
|
|
5.0
|
|
252
|
|
109,537
|
|
5.0
|
|
25
|
|
December 27, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.19
|
|
9,273,659
|
|
3.0
|
|
3,381
|
|
7,028,291
|
|
2.5
|
|
2,384
|
|
|
Page 24 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
|
|
Weighted
|
|
|
|
|
|
average grant
|
|
|
|
RSUs
|
|
date fair
value |
|
|
|
#
|
|
$
|
|
Unvested, December 31, 2010
|
|
-
|
|
-
|
|
Granted
|
|
355,662
|
|
2.90
|
|
Forfeited
|
|
(79,297)
|
|
2.90
|
|
Unvested, December 31, 2011
|
|
276,365
|
|
2.87
|
|
Granted
|
|
703,572
|
|
0.91
|
|
Vested
|
|
(136,789)
|
|
2.87
|
|
Forfeited
|
|
(16,723)
|
|
1.66
|
|
Unvested, December 31, 2012
|
|
826,425
|
|
1.15
|
|
Granted
|
|
273,834
|
|
1.23
|
|
Vested
|
|
(402,581)
|
|
1.89
|
|
Forfeited
|
|
(6,068)
|
|
0.78
|
|
Unvested, December 31, 2013
|
|
691,610
|
|
0.96
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
average
|
|
Aggregate
|
|
|
|
Number of
|
|
remaining
|
|
Intrinsic
|
|
|
|
unvested
|
|
amortization
|
|
Value
|
|
Grant date
|
|
options
|
|
life (years)
|
|
$
|
|
January 12, 2012
|
|
144,309
|
|
0.12
|
|
195
|
|
December 7, 2012
|
|
273,467
|
|
1.02
|
|
369
|
|
December 27, 2013
|
|
273,834
|
|
2.07
|
|
370
|
|
|
|
|
|
|
|
|
|
|
|
691,610
|
|
1.25
|
|
934
|
|
Page 25 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
average
|
|
|
|
Warrants
|
|
exercise price
|
|
|
|
#
|
|
$
|
Outstanding, December 31, 2010
|
|
|
100,000
|
|
1.12
|
|
|
|
|
|
|
Outstanding, December 31, 2011
|
|
|
100,000
|
|
1.12
|
Granted
|
|
|
50,000
|
|
0.93
|
|
|
|
|
|
|
Outstanding, December 31, 2012
|
|
|
150,000
|
|
1.06
|
Granted
|
|
|
9,774,512
|
|
1.19
|
Cancelled
|
|
|
(1,550,400)
|
|
1.17
|
|
|
|
|
|
|
Outstanding, December 31, 2013
|
|
|
8,374,112
|
|
1.19
|
|
|
|
|
|
|
Aggregate
|
|
|
|
Exercise
|
|
|
|
Remaining
|
|
Intrinsic
|
|
|
|
price
|
|
Number
|
|
contractual
|
|
Value
|
|
|
|
$
|
|
of warrants
|
|
life (years)
|
|
$
|
|
Expiry
|
|
|
|
|
|
|
|
|
|
|
|
0.92
|
|
50,000
|
|
1.7
|
|
21,500
|
|
September 4, 2015
|
|
1.12
|
|
100,000
|
|
1.8
|
|
23,000
|
|
November 1, 2015
|
|
0.93
|
|
25,000
|
|
2.2
|
|
10,500
|
|
March 5, 2016
|
|
1.35
|
|
2,354,545
|
|
3.0
|
|
-
|
|
December 19, 2016
|
|
1.12
|
|
4,294,167
|
|
4.5
|
|
987,658
|
|
June 24, 2018
|
|
1.17
|
|
1,550,400
|
|
4.7
|
|
279,072
|
|
August 27, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,374,112
|
|
4.7
|
|
1,321,730
|
|
|
|
Page 26 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
Expected warrant life (years)
|
|
0.16 - 3
|
|
1.5
|
|
-
|
|
Expected option life (years)
|
|
3.41-3.51
|
|
3.29-3.37
|
|
3.24-3.28
|
|
Expected volatility
|
|
61-66%
|
|
63-78%
|
|
79-82%
|
|
Risk-free interest rate
|
|
0.9-1.4%
|
|
1.0-1.3%
|
|
1.3-1.9%
|
|
Forfeiture rate (warrants)
|
|
0.0%
|
|
0.0%
|
|
0.0%
|
|
Forfeiture rate (options)
|
|
4.2-4.4%
|
|
4.6-4.8%
|
|
4.4-5.1%
|
|
Forfeiture rate (RSUs)
|
|
7.7%
|
|
12.5-22.3%
|
|
5.0%
|
|
Expected dividend rate
|
|
0%
|
|
0%
|
|
0%
|
|
|
19.
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2013
|
|
||||
|
|
Lbs. of U
3
O
8
|
|
$
|
|
|
|
Company A
|
|
60,000
|
|
3,895
|
|
51.2
|
%
|
Company B
|
|
30,000
|
|
1,768
|
|
23.2
|
%
|
|
|
90,000
|
|
5,663
|
|
74.4
|
%
|
Severance and ad valorem taxes
|
|
|
|
682
|
|
9.0
|
%
|
Net sales
|
|
|
|
4,981
|
|
65.4
|
%
|
|
|
|
|
|
|
|
|
Recognition of gain from sale
|
|
|
|
|
|
||
of deliveries under contract
|
|
2,635
|
|
34.6
|
%
|
||
|
|
|
|
7,616
|
|
100.0
|
%
|
Page 27 | ||
|
|
20.
|
Financial instruments
|
Page 28 | ||
|
Ur-Energy Inc.
|
Notes to Consolidated Financial Statements
|
December 31, 2013
|
|
21.
|
Segmented Information
|
|
|
December 31, 2013
|
|
||||
|
|
United States
|
|
Canada
|
|
Total
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Restricted Cash
|
|
5,055
|
|
-
|
|
5,055
|
|
Mineral properties
|
|
52,213
|
|
489
|
|
52,702
|
|
Capital assets
|
|
35,250
|
|
-
|
|
35,250
|
|
Equity investment
|
|
1,085
|
|
-
|
|
1,085
|
|
|
|
|
|
|
|
|
|
|
|
93,603
|
|
489
|
|
94,092
|
|
|
|
December 31, 2012
|
|
||||
|
|
(Restated)
|
|
||||
|
|
United States
|
|
Canada
|
|
Total
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Restricted Cash
|
|
2,054
|
|
-
|
|
2,054
|
|
Mineral properties
|
|
32,976
|
|
525
|
|
33,501
|
|
Capital assets
|
|
11,756
|
|
-
|
|
11,756
|
|
Equity investment
|
|
2,632
|
|
-
|
|
2,632
|
|
Deposits
|
|
1,330
|
|
-
|
|
1,330
|
|
|
|
|
|
|
|
|
|
|
|
50,748
|
|
525
|
|
51,273
|
|
|
22.
|
Commitments
|
Year ended December 31,
|
|
$
|
|
2014
|
|
203
|
|
2015
|
|
200
|
|
2016
|
|
200
|
|
2017
|
|
100
|
|
2018 and thereafter
|
|
-
|
|
|
|
703
|
|
Page 29 | ||
|
|
23.
|
Other items not affecting cash flow
|
|
|
Year ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
2011
|
|
|
|
|
|
(Restated)
|
|
(Restated)
|
|
Non-cash financing and investing activities:
|
|
|
|
|
|
|
|
Common shares issued for properties
|
|
763
|
|
-
|
|
-
|
|
Mineral property acquired in asset exchange
|
|
-
|
|
970
|
|
-
|
|
Page 30 | ||
|
Exhibit 10.7
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT originally effective as of May 1, 2008, as amended from time to time, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
JEFFREY T. KLENDA
(hereinafter referred to as “Mr. Klenda”)
WHEREAS Mr. Klenda is a resident of Golden, Colorado (United States) and was an independent contractor from August 2005 to January 1, 2007, an employee from January 1, 2007 through to the date hereof, and has served in a variety of capacities with Ur-Energy Inc. (“Ur-Energy”) (a Canadian corporation) and its Affiliates;
AND WHEREAS the Board of Directors of Ur-Energy agreed in principal in May 2006 that Mr. Klenda would become an employee of the Corporation and Mr. Klenda, continuing on a consulting basis until such time as the paperwork could be completed;
AND WHEREAS the Corporation and Mr. Klenda entered into an employment agreement as of January 1, 2007, as amended June 1, 2007, and subsequently entered into this amended and restated employment agreement on May 1, 2008, as amended as of December 31, 2008, as amended as of November 24, 2009 and as further amended as of July 28, 2010;
AND WHEREAS Mr. Klenda will continue to be employed by the Corporation including to serve as Chairman and Executive Director of Ur-Energy, from time to time, pursuant to the terms of this Amended and Restated Employment Agreement (the “Agreement”);
AND WHEREAS the Corporation is desirous of employing Mr. Klenda and compensating him for his services as Chairman and Executive Director of Ur-Energy and Mr. Klenda is desirous of being so employed by Ur-Energy and the Corporation;
AND WHEREAS Mr. Klenda currently serves as a director of Ur-Energy and a director of its Affiliates, from time to time (for which he is not compensated);
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to continue to employ Mr. Klenda to perform the duties and functions of Chairman and Executive Director of Ur-Energy, or the substantial equivalent thereof, and as a director of its Affiliates, from time to time. In each and all of these capacities, Mr. Klenda shall work at the direction of and reporting to the Board of Directors of each of those entities.
(2) Mr. Klenda agrees that he shall devote his best efforts and approximately 32 hours a week to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Klenda to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Klenda acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Mr. Klenda shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 1, 2008 and shall continue to May 1, 2011. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of his services and duties as Chairman and Executive Director of Ur-Energy, Mr. Klenda will be paid a salary of US $16,810 per month, less any deductions or withholdings required by law. The parties will review Mr. Klenda’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Mr. Klenda will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Mr. Klenda’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
2 |
1.05 | Vacation |
Mr. Klenda will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Mr. Klenda prior to termination. Mr. Klenda will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Mr. Klenda in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Mr. Klenda in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
1.06 | Sick Leave |
Mr. Klenda will be entitled to up to 12 days of sick leave in each twelve month period.
1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Mr. Klenda is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Mr. Klenda’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Mr. Klenda’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire capital stock of Ur-Energy granted to Mr. Klenda prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the “Ur-Energy Inc. Amended and Restated Stock Option Plan 2005”.
(2) Mr. Klenda shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Mr. Klenda for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Mr. Klenda shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
3 |
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Mr. Klenda acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Mr. Klenda agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
(2) Mr. Klenda will not, at any time after the date of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
(3) Mr. Klenda represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Mr. Klenda further represents and warrants that he is not a party to any other agreement which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract, nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Mr. Klenda.
(4) Mr. Klenda agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Other Activities |
(1) It is agreed and acknowledged that Mr. Klenda may from time to time, pursue other activities as an executive and advisor to other companies. Mr. Klenda will not be required to seek leave to engage in such activities, provided there is neither a conflict of business interest, nor a conflict of his obligations set forth under this Agreement.
(2) Further, Mr. Klenda may, from time to time, be requested to furnish his services as a director to another corporation or similar such position. Permission to provide such services shall be sought by Mr. Klenda and shall be granted reasonably by Ur-Energy provided there is no conflict of interest. No such leave to serve as a director for any non-profit or other charitable organization shall be required, insofar as such service does not conflict with the terms of this Agreement.
4 |
2.03 | Independent Contractor Agreement |
(1) The parties hereby acknowledge the existence of that certain Contract between Ur-Energy and Mr. Klenda and the amendment thereto (collectively, “Independent Contractor Agreement”) through which Mr. Klenda performed services for Ur-Energy and its Affiliates from August 2005 to January 1, 2007. This Agreement, it is understood, is meant to and shall supersede the Independent Contractor Agreement in all ways except with respect to confidential information which shall still apply and continue forward as obligations and rights of these parties. All matters and information considered to be confidential which have been revealed to Mr. Klenda during the pendency of the Independent Contractor Agreement shall remain confidential and shall be integrated into the provisions of this Agreement for the maintenance of Confidential Information.
(2) The Independent Contractor Agreement is otherwise terminated and this Agreement shall hereafter control the relationship of these parties. Termination of the Independent Contractor Agreement shall be without penalty to either party without further notice for same.
2.04 | Proprietary and Confidential Information and Work Product |
(1) Mr. Klenda acknowledges that, by reason of his previous contractor status with Ur-Energy pursuant to the Independent Contractor Agreement and hereinafter by reason of his employment with Ur-Energy and its Affiliates, he has had and will have access to proprietary and confidential information as defined hereinafter. Mr. Klenda agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Mr. Klenda or another). In addition, Mr. Klenda may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Mr. Klenda shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Mr. Klenda uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; (b) such disclosure is required in any legal proceeding between Mr. Klenda and Ur-Energy and its Affiliates in order for Mr. Klenda to defend or pursue any claim in any legal or administrative proceeding.
5 |
(3) Any and all products of the work performed or created by Mr. Klenda under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Mr. Klenda shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Mr. Klenda hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Mr. Klenda currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Mr. Klenda and Ur-Energy or otherwise. Mr. Klenda further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Mr. Klenda acknowledges that the breach of any of the covenants contained in the Section 2.04 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Klenda acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Klenda from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product. Such court of competent jurisdiction may order Mr. Klenda to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.04).
(5) In addition, in the event of any breach of Section 2.04 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Mr. Klenda or provide him with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
(6) If any provision, or part(s) thereof, of this Section 2.04 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.04 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
(7) The obligations of this Section 2.04 shall survive the expiry, cancellation or termination of this Agreement for any reason.
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2.05 | No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Klenda shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any energy-related business with which Mr. Klenda is associated.
(2) Mr. Klenda acknowledges that the breach of any of the covenants contained in Section 2.05 concerning this agreement for non-solicitation of management and professional staff of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Klenda acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Klenda from soliciting employees of Ur-Energy or its Affiliates as the events may be. Such court of competent jurisdiction may order Mr. Klenda to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.05).
2.06 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Mr. Klenda shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Klenda’s service as Chairman and Executive Director of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.
(2) Mr. Klenda may terminate this Agreement by giving Ur-Energy three (3) months’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
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(a) | theft, fraud or dishonesty by Mr. Klenda involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Mr. Klenda (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Mr. Klenda shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Klenda’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Klenda with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Klenda’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Klenda has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Klenda may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Klenda with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Klenda’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Klenda has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
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(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Mr. Klenda’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to two years’ of Mr. Klenda’s then current base salary. If Mr. Klenda is terminated in accordance with Section 3.01(4) or if Mr. Klenda terminates employment in accordance with Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Klenda pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Klenda will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Klenda.
(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Klenda in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Financial Officer
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
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and a copy to:
Mr. Paul G. Goss, General Counsel
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
(b) | To Mr. Klenda at: |
88 South McIntyre Way
Golden Colorado 80401
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and/or incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators or successors.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Mr. Klenda and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Mr. Klenda’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Mr. Klenda, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
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4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and their respective successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.03, 2.04, 2.05, 2.06 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15 and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
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4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement. Mr. Klenda has had the opportunity to retain counsel to review the Agreement and to participate in the negotiation of its terms and language. If Mr. Klenda retains counsel, Ur-Energy will reimburse Mr. Klenda on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of his or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
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(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g. , separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Klenda is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code , and the timing of which depends on Mr. Klenda’s separation from service, shall be deferred for six (6) months after termination of Mr. Klenda’s employment or, if earlier, Mr. Klenda’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Mr. Klenda for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Klenda would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Mr. Klenda’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | ||
Per: | /s/ W. William Boberg | |
Name: | W. William Boberg | |
Title: | President |
SIGNED this 7th day | ) | |
of October, 2010, in the presence of | ) | |
) | ||
) | ||
/s/ | ) | /s/ Jeffrey T. Klenda |
Witness | Jeffrey T. Klenda |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
Per | /s W. William Boberg |
Name: | W. William Boberg |
Title: | President |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH :
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA, Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
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2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
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4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
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Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
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9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to __________________________________________________ ; communications to the Company shall be sent to it at its office at ______________________________________ . Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
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14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
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Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
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18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be _____________ ____, _____.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into between Jeffrey T. Klenda (“Mr. Klenda”) and Ur-Energy USA Inc. (“Corporation”) to be effective May 16, 2011.
WHEREAS, Mr. Klenda and Corporation entered into that certain Amended and Restated Employment Agreement (“Agreement”) effective July 28, 2010, whereby Mr. Klenda agreed to be employed by and the Corporation agreed to employ Mr. Klenda as Chairman and Executive Director of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the parties have recognized that Mr. Klenda is no longer working a reduced schedule and therefore wish to amend Sections 1.01(2) and 1.03 of the Agreement to reflect his full-time work commitment and related salary, which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 1.01(2) shall read as follows: |
Mr. Klenda agrees that he shall devote his best efforts and approximately 40 hours a week to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Klenda to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Klenda acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
The parties agree that no other changes or amendments are made to Section 1.01 “Services.”
2. | The parties agree that Section 1.03 “Remuneration” shall read as follows: |
In consideration of the performance of his services and duties as Chairman and Executive Director of Ur-Energy, Mr. Klenda will be paid a salary of US$21,144 per month, less any deductions or withholdings required by law. The parties will review Mr. Klenda’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, CFO | ||
July 26, 2011 |
SIGNED this ____ day | ) | |
of July, 2011, in the presence of | ) | |
) | ||
) | ||
/s/ Penne A. Goplerud | ) | /s/Jeffrey T. Klenda |
Witness | Jeffrey T. Klenda |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, President | ||
July 26, 2011 |
AMENDMENT NO. 2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between Jeffrey T. Klenda (“Mr. Klenda”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Mr. Klenda and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as previously amended May 16, 2011 (“Agreement”) whereby Mr. Klenda agreed to be employed by and the Corporation agreed to employ Mr. Klenda as Chairman and Executive Director of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Mr. Klenda agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 4.06 (1) shall read as follows: |
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06 (1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06 (1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | ||
of November 2011, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Jeffrey T. Klenda | |
Witness | Jeffrey T. Klenda |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, President |
AMENDMENT NO. 3 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 3”) is entered into between Jeffrey T. Klenda (“Mr. Klenda”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 3).
WHEREAS, Mr. Klenda and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as previously amended May 16, 2011 and October 24, 2011 (“Agreement”) whereby Mr. Klenda agreed to be employed by and the Corporation agreed to employ Mr. Klenda as Chairman of the Board and Executive Director of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Mr. Klenda agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows:
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Mr. Klenda shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of vacation and sick time credited to the Corporation’s payroll records for Mr. Klenda at the Effective Date. Mr. Klenda may carry no more than 150% of one year’s PTO at any given time. If Mr. Klenda’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Mr. Klenda will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 3 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Chief Executive Officer |
SIGNED this ____ day | ) | ||
of April 2013, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Jeffry T. Klenda | |
Witness | Jeffrey T. Klenda |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili | ||
President/Chief Executive Officer |
AMENDMENT NO. 4 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 4”) is entered into between Jeffrey T. Klenda (“Mr. Klenda”) and Ur-Energy USA Inc. (“Corporation”) to be effective August 23, 2013.
WHEREAS, Mr. Klenda and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as subsequently amended May 16, 2011, October 24, 2011, and January 1, 2013 (“Agreement”) whereby Mr. Klenda agreed to be employed by and the Corporation agreed to employ Mr. Klenda as Chairman and Executive Director of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend certain sections of Article 3 of the Agreement, to which Mr. Klenda agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 3.01(2), (4) and (6) of the Agreement are amended and restated in their entirety and shall read as follows:
(2) | Mr. Klenda may terminate this Agreement by giving Ur-Energy six (6) months’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable and, with respect to the severance provided herein, the notice may be waived by the Board of Directors of Ur-Energy Inc. Upon such notice and termination, Ur-Energy will provide Mr. Klenda with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Klenda’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided that, as of such sixtieth (60 th ) day after Mr. Klenda’s separation from service, Mr. Klenda has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors; and, provided further, that Mr. Klenda shall not be entitled to any payment under this paragraph if, as of the end of such sixtieth (60 th ) day after Mr. Klenda’s separation from service (i) Mr. Klenda has not signed such release, (ii) Mr. Klenda has signed such release but the period, if any, during with Mr. Klenda may revoke such release has not expired, or (iii) Mr. Klenda has revoked such release. If Mr. Klenda receives a payment pursuant to this Section 3.01(2), he may not also receive a payment pursuant to any other provision of Section 3.01, and in no event may he receive a payment under this Section 3.01(2) if he is terminated by the Corporation pursuant to Section 3.01(3). |
(4) | Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Klenda’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Klenda with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Klenda’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided that, as of such sixtieth (60 th ) day after Mr. Klenda’s separation from service, Mr. Klenda has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors; and, provided further, that Mr. Klenda shall not be entitled to any payment under this paragraph if, as of the end of such sixtieth (60 th ) day after Mr. Klenda’s separation from service (i) Mr. Klenda has not signed such release, (ii) Mr. Klenda has signed such release but the period, if any, during which Mr. Klenda may revoke such release has not expired, or (iii) Mr. Klenda has revoked such release. If Mr. Klenda receives a payment pursuant to this Section 3.01(4), he may not also receive a payment pursuant to any other provision of Section 3.01 and in no event may he receive a payment under this Section 3.01(4) if he is terminated by the Corporation pursuant to Section 3.01(3). |
(6) | Upon the termination of Mr. Klenda’s employment pursuant to Section 3.01(2) or (4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to two years of Mr. Klenda’s then current base salary. If Mr. Klenda is terminated in accordance with Section 3.01(4) or if Mr. Klenda terminates employment in accordance with Section 3.01(2) or 3.01(5) after a Change of Control, any severance amounts payable to Mr. Klenda pursuant to Sections 3.01(2), 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Klenda will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Klenda. |
2. The parties agree that the first paragraph of Sections 3.01(5) of the Agreement shall be amended and restated in its entirety and shall read as follows:
(5) | In the event of a Change of Control of Ur-Energy (as defined below) Mr. Klenda may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Klenda with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Klenda’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided that, as of such sixtieth (60 th ) day after Mr. Klenda’s separation from service, Mr. Klenda has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors; and, provided further, that Mr. Klenda shall not be entitled to any payment under this paragraph if, as of the end of such sixtieth (60 th ) day after Mr. Klenda’s separation from service (i) Mr. Klenda has not signed such release, (ii) Mr. Klenda has signed such release but the period, if any, during with Mr. Klenda may revoke such release has not expired, or (iii) Mr. Klenda has revoked such release. If Mr. Klenda receives a payment pursuant to this Section 3.01(5), he may not also receive a payment pursuant to any other provision of Section 3.01, and in no event may he receive a payment under this Section 3.01(5) if he is terminated by the Corporation pursuant to Section 3.01(3). |
3. The parties agree that Section 3.01(7) of the Agreement shall be amended and restated in its entirety and shall read as follows:
The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, or is terminated by Mr. Klenda, the payment to Mr. Klenda in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
4. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 4 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | ||
of August 2013, in the presence of | ) | ||
) | |||
) | |||
/ s/ Penne A. Goplerud | ) | /s/ Jeffery T. Klenda | |
Witness | Jeffrey T. Klenda |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | / s/ Wayne W. Heili | |
Wayne W. Heili, President |
Exhibit 10.8
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT originally entered into as of May 1, 2008, as amended from time to time, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
WAYNE W. HEILI
(hereinafter referred to as “Mr. Heili”)
WHEREAS Mr. Heili is a resident of Casper, Wyoming (United States) and has agreed to become an officer of Ur-Energy Inc. (“Ur-Energy”) (a Canadian corporation) and its Affiliates;
AND WHEREAS Mr. Heili entered into an employment agreement with the Corporation on February 19, 2007 and such agreement was renewed in February 2008 and subsequently entered into this amended and restated employment agreement on May 1, 2008, as amended December 31, 2008, as amended November 20, 2009, and as further amended as of July 28, 2010;
AND WHEREAS Mr. Heili will continue to be employed by the Corporation including to serve as Vice President, Mining & Engineering of Ur-Energy and an officer of Ur-Energy’s Affiliates, from time to time, pursuant to the terms of this Amended and Restated Employment Agreement (the “Agreement;”)
AND WHEREAS the Corporation is desirous of employing Mr. Heili and compensating him for his services as Vice President, Mining & Engineering of Ur-Energy and an officer of its Affiliates and Mr. Heili is desirous of being so employed by Ur-Energy and the Corporation;
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to continue to employ Mr. Heili to perform the duties and functions of Vice President, Mining & Engineering of Ur-Energy, or the substantial equivalent thereof, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Mr. Heili shall work at the direction of and reporting to the Chief Executive Officer of each of those entities.
(2) Except as otherwise set out in Section 1.03(2), Mr. Heili agrees that he shall devote his best efforts and full business time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Heili to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Heili acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Except as otherwise set out in Section 1.03(2), Mr. Heili shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 1, 2008 and shall continue to May 1, 2011. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of his services and duties as Vice President, Engineering and Mining of Ur-Energy, Mr. Heili will be paid a salary of US $18,386 per month, less any deductions or withholdings required by law. The parties will review Mr. Heili’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Mr. Heili will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Mr. Heili’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 | Vacation |
Mr. Heili will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Mr. Heili prior to termination. Mr. Heili will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Mr. Heili in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Mr. Heili in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
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1.06 | Sick Leave |
Mr. Heili will be entitled to up to 12 days of sick leave in each twelve month period.
1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Mr. Heili is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Mr. Heili’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Mr. Heili’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire common shares of Ur-Energy granted to Mr. Heili prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
(2) Mr. Heili shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Mr. Heili for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Mr. Heili shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Mr. Heili acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Mr. Heili agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
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(2) Mr. Heili will not, at any time during the term of this Agreement and during the five year period after the expiry, cancellation or termination of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
(3) Mr. Heili represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Mr. Heili, Ur-Energy and the Corporation acknowledge that Mr. Heili previously entered an agreement (the “Former Agreement”) with Energy Metals Corporation (the “Former Company”). Mr. Heili represents that the Former Agreement will terminate before the date hereof. Mr. Heili, Ur-Energy and the Corporation further acknowledge that the Former Agreement requires that even after termination of the Former Agreement, Mr. Heili is required to treat the information, data, developments and trade secrets that are confidential under the Former Agreement as such, and that Mr. Heili shall not disclose to third parties (including Ur-Energy and Corporation) any confidential or proprietary data or information of the Former Company (the “Trade Secrets Clause”). Each of parties acknowledges receipt of the relevant clauses of the Former Agreement that constitute the Trade Secrets Clause, the text of which is incorporated herein. Ur-Energy, Corporation and Mr. Heili further acknowledge and agree that no part of Mr. Heili’s duties and responsibilities pursuant to this Agreement shall require, and no personnel with Ur-Energy or its Affiliates shall require, that Mr. Heili disclose confidential or proprietary data or information of the Former Company in contravention of his continuing obligations pursuant to the Trade Secrets Clause. In the event this provision conflicts with any other provision of this Agreement, this Section 2.01(3) shall control. Mr. Heili further represents and warrants that he is not a party to any other agreement other than the Former Agreement, including with the Former Company, which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Mr. Heili.
(4) Mr. Heili agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Proprietary and Confidential Information and Work Product |
(1) Mr. Heili acknowledges that, by reason of his employment with Ur-Energy and its Affiliates, he has had and will have access to proprietary and confidential information as defined hereinafter. Mr. Heili agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
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(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Mr. Heili or another). In addition, Mr. Heili may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Mr. Heili shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Mr. Heili uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; (b) such disclosure is required in any legal proceeding between Mr. Heili and Ur-Energy and its Affiliates in order for Mr. Heili to defend or pursue any claim in any legal or administrative proceeding.
(3) Any and all products of the work performed or created by Mr. Heili under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Mr. Heili shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Mr. Heili hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Mr. Heili currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Mr. Heili and Ur-Energy or otherwise. Mr. Heili further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Mr. Heili acknowledges that the breach of any of the covenants contained in the Section 2.02 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Heili acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Heili from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product.
(5) In addition, in the event of any breach of Section 2.02 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Mr. Heili or provide him with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
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(6) If any provision, or part(s) thereof, of this Section 2.02 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.02 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
(7) The obligations of this Section 2.02 shall survive the expiry, cancellation or termination of this Agreement for any reason.
2.03 | No Competition; No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Heili shall not directly or indirectly provide professional services to any person, firm or business which is engaged in the exploration for and development of uranium mineral properties within 5 miles of the boundaries of any mineral property owned, leased or licensed or otherwise held by Ur-Energy and its Affiliates or under consideration by Ur-Energy and its Affiliates at the time of the expiry, cancellation or termination of this Agreement, a list or map of which will be created by Ur-Energy at the time of termination. Mr. Heili acknowledges and agrees that the services he will provide to Ur-Energy and its Affiliates and the Confidential Information he will obtain, are unique in nature, and that Ur-Energy and its Affiliates would be irreparably harmed if Mr. Heili were to provide similar services to or divulge any proprietary or Confidential Information to another person, firm or business who are engaged in a similar or competing business.
(2) Mr. Heili acknowledges and agrees that the term and geographic restriction of this agreement not to compete are both reasonable, and moreover that if a Court should find otherwise Mr. Heili agrees that such Court should uphold this provision and redefine the restriction in duration, geographic scope or other way in which the Court does not find the restriction to be reasonable.
(3) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Heili shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any energy-related business with which Mr. Heili is associated.
(4) Mr. Heili acknowledges that the breach of any of the covenants contained in Section 2.03 concerning this agreement for non-solicitation of management and professional staff and to not compete with the business(es) of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Heili acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Heili from competing in contravention of the above provisions or soliciting employees of Ur-Energy or its Affiliates as the events may be.
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2.04 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Mr. Heili shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Heili’s service as Vice President, Engineering of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.
(2) Mr. Heili may terminate this Agreement without cause by giving Ur-Energy 90 days’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
(a) | theft, fraud or dishonesty by Mr. Heili involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Mr. Heili (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Mr. Heili shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Heili’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Heili with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Heili’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Heili has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
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(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Heili may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Heili with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Heili’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Heili has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Mr. Heili’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to two years’ of Mr. Heili’s then current base salary. If Mr. Heili is terminated in accordance with Section 3.01(4) or if Mr. Heili terminates employment in accordance with Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Heili pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Heili will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Heili.
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(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Heili in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Financial Officer
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
with a copy to:
Mr. Paul G. Goss, General Counsel
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
(b) | To Mr. Heili at: |
4210 Deer Run
Casper, Wyoming 82601
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
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4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties, Ur-Energy and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Mr. Heili and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Mr. Heili’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Mr. Heili, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and their respective legal representatives, heirs, executors, administrators, successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.02 and 2.03 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
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4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.02, 2.03, 2.04, 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15, and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement. Mr. Heili has had the opportunity to retain counsel to review the Agreement and to participate in the negotiation of its terms and language. If Mr. Heili retains counsel, Ur-Energy will reimburse Mr. Heili on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
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4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of his or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g., separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Heili is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mr. Heili’s separation from service, shall be deferred for six (6) months after termination of Mr. Heili’s employment or, if earlier, Mr. Heili’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Mr. Heili for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Heili would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Mr. Heili’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | ||
Per: | /s/ W. William Boberg | |
W. William Boberg, President |
SIGNED this 28th day of | ) | |
October, 2010 | ) | |
in the presence of | ) | |
) | ||
) | ||
/s/ | ) | /s/ Wayne W. Heili |
Witness | Wayne W. Heili |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound to such rights and obligations as apply to Ur-Energy Inc.
UR-ENERGY INC.
Per | W. William Boberg |
W. William Boberg, President |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA, Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
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2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
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4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
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Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
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Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to__________________________________________________; communications to the Company shall be sent to it at its office at ______________________________________. Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
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Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
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16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent pre-empted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
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18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be _____________.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into between Wayne W. Heili (“Mr. Heili”) and Ur-Energy USA Inc. (“Corporation”) to be effective May 16, 2011 and, as indicated, to be effective August 1, 2011.
WHEREAS, Mr. Heili and Corporation entered into that certain Amended and Restated Employment Agreement (“Agreement”) effective July 28, 2010, whereby Mr. Heili agreed to be employed by and the Corporation agreed to employ Mr. Heili as Vice President Mining & Engineering of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, Ur-Energy Inc., the parent company to the Corporation has promoted Mr. Heili to be the President and Chief Operating Officer or Ur-Energy Inc., effective May 16, 2011, and to assume the duties and title of President and Chief Executive Officer, effective August 1, 2011, and to serve as a director of Ur-Energy Inc., and to serve as an officer and director of the Corporation and other Affiliates from time to time, all of which necessitates this Amendment;
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 1.01(1) shall read as follows: |
Ur-Energy, through the Corporation, hereby agrees to continue to employ Mr. Heili to perform the duties and functions of President and Chief Operating Officer, effective May 16, 2011 to and including July 31, 2011, and to perform the duties and functions of President and Chief Executive Officer, effective August 1, 2011 of Ur-Energy, and to serve as an officer and director of the Corporation and other Affiliates, from time to time. In each and all of these capacities, Mr. Heili shall work at the direction of and reporting to the Board of Directors of each of those entities.
The parties agree that no other changes or amendments are made to Section 1.01 “Services,” and that hereafter other references to Mr. Heili’s job titles and duties within the Agreement are understood to be references to his performance of responsibilities of the foregoing.
2. | The parties agree that Section 1.03 “Remuneration” shall read as follows: |
In consideration of the performance of his services and duties as President and Chief Operating Officer (and commencing August 1, 2011 as President and Chief Executive Officer) of Ur-Energy, Mr. Heili will be paid a salary of US$21,144 per month, less any deductions or withholdings required by law. The parties will review Mr. Heili’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, CFO | ||
July 26, 2011 |
SIGNED this ____ day | ) | ||
of July, 2011, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Wayne W. Heili | |
Witness | Wayne W. Heili |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Roger L. Smith | |
Roger L. Smith, CFO/CAO | ||
July 26, 2011 |
AMENDMENT NO. 2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between Wayne W. Heili (“Mr. Heili”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Mr. Heili and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as previously amended May 16, 2011 (“Agreement”) whereby Mr. Heili agreed to be employed by and the Corporation agreed to employ Mr. Heili as President and Chief Executive Officer of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Mr. Heili agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 4.06 (1) shall read as follows: |
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06 (1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06 (1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | ||
of November 2011, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Wayne W. Heili | |
Witness | Wayne W. Heili |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Jeffrey T. Klenda | |
Jeffrey T. Klenda, Chairman |
AMENDMENT NO. 3 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 3”) is entered into between Wayne W. Heili (“Mr. Heili”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 3).
WHEREAS, Mr. Heili and Corporation entered into that certain Amended and Restated Employment Agreement effective July 24, 2010, as previously amended May 16, 2011 and October 24, 2011 (“Agreement”) whereby Mr. Heili agreed to be employed by and the Corporation agreed to employ Mr. Heili as President and Chief Executive Officer of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Mr. Heili agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows: |
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Mr. Heili shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of vacation and sick time credited to the Corporation’s payroll records for Mr. Heili at the Effective Date. Mr. Heili may carry no more than 150% of one year’s PTO at any given time. If Mr. Heili’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Mr. Heili will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 3 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | ||
of April 2013, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Wayne W. Heili | |
Witness | Wayne W. Heili |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Jeffrey T. Klenda | |
Jeffrey T. Klenda, Chair |
Exhibit 10.9
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT originally effective as of May 1, 2008, as amended from time to time, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
ROGER SMITH
(hereinafter referred to as “Mr. Smith”)
WHEREAS Mr. Smith is a resident of Littleton, Colorado (United States) and Mr. Smith will continue to be employed by the Corporation including to serve as Chief Financial Officer and Vice President, Finance, IT and Administration of Ur-Energy Inc. (“Ur-Energy”) and Ur-Energy’s Affiliates pursuant to the terms of this Amended and Restated Employment Agreement (the “Agreement”);
AND WHEREAS the Corporation and Mr. Smith entered into an employment agreement as of May 24, 2007, as amended, and subsequently the parties entered into this amended and restated employment agreement on May 1, 2008, as amended on or about December 31, 2008, November 24, 2009, and as further amended July 28, 2010;
AND WHEREAS the Corporation is desirous of employing Mr. Smith and compensating him for his services as Chief Financial Officer and Vice President, Finance, IT and Administration of Ur-Energy and Ur-Energy’s Affiliates and Mr. Smith is desirous of being so employed by the Corporation;
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to continue to employ Mr. Smith to perform the duties and functions of Chief Financial Officer and Vice President, Finance, IT and Administration of Ur-Energy and its Affiliates, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Mr. Smith shall work at the direction of and reporting to the Chief Executive Officer of each of those entities.
(2) Mr. Smith agrees that he shall devote his best efforts and full business-time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Smith to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Smith acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Mr. Smith shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 1, 2008 and shall continue to May 1, 2011. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of his services and duties as Chief Financial Officer and Vice President, Finance, IT and Administration of Ur-Energy and its Affiliates, Mr. Smith will be paid a salary of US$19,699 per month, less any deductions or withholdings required by law. The parties will review Mr. Smith’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Mr. Smith will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Mr. Smith’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 | Vacation |
Mr. Smith will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Mr. Smith prior to termination. Mr. Smith will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Mr. Smith in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Mr. Smith in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
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1.06 | Sick Leave |
Mr. Smith will be entitled to up to 12 days of sick leave in each twelve month period.
1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Mr. Smith is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Mr. Smith’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Mr. Smith’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire capital stock of Ur-Energy granted to Mr. Smith prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
(2) Mr. Smith shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Mr. Smith for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Mr. Smith shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Mr. Smith acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Mr. Smith agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
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(2) Mr. Smith will not, at any time after the date of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
Mr. Smith shall not be deemed to be in violation of this provision to the extent that (a) he is legally compelled to disclose or provide such information, provided that in such event Mr. Smith shall promptly notify Ur-Energy and the Corporation of such compelled disclosure if that notification can be made without violating the terms of such compelled disclosure and if Mr. Smith uses reasonable efforts to obtain from the party (-ies) to whom such disclosure is made written assurances that confidential treatment will be accorded such information as is disclosed; or (b) disclosure of such information is required in any legal proceeding between Mr. Smith and Corporation and/or Ur-Energy or the Affiliates of either in order for Mr. Smith to defend or pursue any claim in any legal or administrative proceeding.
(3) Mr. Smith represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Mr. Smith further represents and warrants that he is not a party to any other agreement which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract, nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Mr. Smith.
(4) Mr. Smith agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Proprietary and Confidential Information and Work Product |
(1) Mr. Smith acknowledges that, by reason of his employment with Ur-Energy and its Affiliates, he will have access to proprietary and confidential information as defined hereinafter. Mr. Smith agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Mr. Smith or another). In addition, Mr. Smith may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Mr. Smith shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Mr. Smith uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; or (b) such disclosure is required in any legal proceeding between Mr. Smith and Ur-Energy and/or its Affiliates in order for Mr. Smith to defend or pursue any claim in any legal or administrative proceeding.
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(3) Any and all products of the work performed or created by Mr. Smith under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Mr. Smith shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Mr. Smith hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Mr. Smith currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Mr. Smith and Ur-Energy or otherwise. Mr. Smith further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Mr. Smith acknowledges that the breach of any of the covenants contained in this Section 2.02 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Smith acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Smith from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product. Such court of competent jurisdiction may order Mr. Smith to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.02).
(5) In addition, in the event of any breach of Section 2.02 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Mr. Smith or provide him with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
(6) If any provision, or part(s) thereof, of this Section 2.02 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.02 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
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(7) The obligations of this Section 2.02 shall survive the expiry, cancellation or termination of this Agreement for any reason.
2.03 | No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Smith shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any business with which Mr. Smith is associated.
(2) Mr. Smith acknowledges that the breach of any of the covenants contained in this Section 2.03 concerning this agreement for non-solicitation of management and professional staff of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Smith acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Smith from soliciting employees of Ur-Energy or its Affiliates as the events may be. Such court of competent jurisdiction may order Mr. Smith to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.03).
2.04 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Mr. Smith shall return to Ur-Energy, the Corporation or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Smith’s service as Chief Financial Officer of Ur-Energy and Ur-Energy’s Affiliates, and any other position as an officer of Ur-Energy and its Affiliates unless the parties shall agree otherwise at the time of termination by further written agreement.
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(2) Mr. Smith may terminate this Agreement by giving Ur-Energy ninety (90) days prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
(a) | theft, fraud or dishonesty by Mr. Smith involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Mr. Smith (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Mr. Smith shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement, if such cure is practicable or possible. If Mr. Smith cures such a material breach or non-observance, the “just cause” under this Section 3.01 (3) shall be deemed to have been removed and shall not, alone, serve as a basis for termination of this Agreement. Such a “cured” breach shall, however, serve as partial basis of “just cause” termination in the event of multiple breaches or non-observance of material terms of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Smith’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Smith with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60th) day after Mr. Smith’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Smith has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors. A requirement by the Corporation, Ur-Energy or its Affiliates, that Mr. Smith relocate to an office that is in Canada, at Mr. Smith’s option (notice of which must by given by Mr. Smith within thirty (30) days of being notified of the required relocation), will be deemed to be a termination of this Agreement by Ur-Energy, through the Corporation, pursuant to this Section 3.01(4).
(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Smith may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Smith with a lump sum payment equivalent to two years’ base salary in effect on such termination to be paid on the sixtieth (60th) day after Mr. Smith’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Smith has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
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“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Mr. Smith’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to two years’ of Mr. Smith’s then current base salary. If Mr. Smith is terminated in accordance with Section 3.01(4) or if Mr. Smith terminates employment in accordance with this Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Smith pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Smith will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Smith.
(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Smith in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
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Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Executive Officer/President
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
and a copy to:
Mr. Paul G. Goss, General Counsel
Ur-Energy Inc.
10758 West Centennial Road
Littleton, Colorado 80127
(b) | To Mr. Smith at: |
4500 Sumac Lane
Littleton, Colorado 80123
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and/or incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code. In the event that Ur-Energy, through the Corporation, determines that any such unilateral modification is required, it shall provide Mr. Smith with as much notice as practicable of such modification, including the nature of and the reasons for the modification.
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4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties, Ur-Energy and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Mr. Smith and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Mr. Smith’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Mr. Smith, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and including Ur-Energy and their respective legal representatives, successors, heirs, executors, administrators, and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.02 and 2.03 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to a court in the jurisdiction(s) provided for and agreed upon below.
4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
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4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of an appropriate State or Federal Court in the State of Colorado.
4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.02, 2.03, 2.04, 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15, and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement and each has retained counsel to review the Agreement and to participate in the negotiation of its terms and language. Ur-Energy will reimburse Mr. Smith on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
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4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of his or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g., separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Smith is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mr. Smith’s separation from service, shall be deferred for six (6) months after termination of Mr. Smith’s employment or, if earlier, Mr. Smith’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Mr. Smith for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Smith would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Mr. Smith’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | |||
Per: | W. William Boberg | ||
W. William Boberg, President | |||
SIGNED this 1st day of | ) | ||
November, 2010 | ) | ||
in the presence of | ) | ||
) | |||
) | |||
/s/ | ) | /s/ Roger Smith | |
Witness | Roger Smith |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
Per: | /s/ W. William Boberg |
W. William Boberg, President |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
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1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
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2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
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4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
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Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
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9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to __________________________________________________ ; communications to the Company shall be sent to it at its office at ______________________________________ . Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
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14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
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Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent pre-empted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
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18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be ____________.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Amendment”) is entered into between Roger L. Smith (“Mr. Smith”) and Ur-Energy USA Inc. (“Corporation”) to be effective May 16, 2011.
WHEREAS, Mr. Smith and Corporation entered into that certain Amended and Restated Employment Agreement (“Agreement”) effective July 28, 2010, whereby Mr. Smith agreed to be employed by and the Corporation agreed to employ Mr. Smith as Chief Financial Officer and Vice President Finance, IT and Administration of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation has promoted Mr. Smith to continue to act as Chief Financial Officer and, on and after May 16, 2011, to be the Chief Administrative Officer of Ur-Energy, and an officer and director of certain of its Affiliates and Mr. Smith is desirous of being so employed by the Corporation, thereby necessitating this Amendment;
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 1.01(1) shall read as follows: |
Ur-Energy, through the Corporation, hereby agrees to continue to employ Mr. Smith to perform the duties and functions of Chief Financial Officer and Chief Administrative Officer of Ur-Energy, and as an officer and director of certain of its Affiliates, from time to time. In each and all of these capacities, Mr. Smith shall work at the direction of and reporting to the Chief Executive Officer of each of those entities
The parties agree that no other changes or amendments are made to Section 1.01 “Services,” and that hereafter other references to Mr. Smith’s job titles and duties within the Agreement are understood to be references to his performance of responsibilities as Chief Financial Officer and Chief Administrative Officer.
2. | The parties agree that Section 1.03 “Remuneration” shall read as follows: |
In consideration of the performance of his services and duties as Chief Financial Officer and Chief Administrative Officer of Ur-Energy, Mr. Smith will be paid a salary of US$20,684 per month, less any deductions or withholdings required by law. The parties will review Mr. Smith’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Vice President | ||
July 26, 2011 |
SIGNED this ____ day | ) | ||
of July, 2011, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Roger L. Smith | |
Witness | Roger L. Smith |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Jeffrey T. Klenda | |
Jeffrey T. Klenda, Chair | ||
July 26, 2011 |
AMENDMENT NO. 2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between Roger L. Smith (“Mr. Smith”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Mr. Smith and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as previously amended May 16, 2011 (“Agreement”) whereby Mr. Smith agreed to be employed by and the Corporation agreed to employ Mr. Smith as President and Chief Financial Officer and Chief Administrative Officer of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Mr. Smith agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. | The parties agree that Section 4.06 (1) shall read as follows: |
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06(1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06(1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, CEO |
SIGNED this ____ day | ) | ||
of November 2011, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Roger L. Smith | |
Witness | Roger L. Smith |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Jeffrey T. Klenda | |
Jeffrey T. Klenda, Chairman |
AMENDMENT NO. 3 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment No. 3”) is entered into between Roger L. Smith (“Mr. Smith”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 3).
WHEREAS, Mr. Smith and Corporation entered into that certain Amended and Restated Employment Agreement effective July 28, 2010, as previously amended May 16, 2011 and Oct 24, 2011 (“Agreement”) whereby Mr. Smith agreed to be employed by and the Corporation agreed to employ Mr. Smith as Chief Financial Officer and Chief Administrative Officer of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Mr. Smith agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows:
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Mr. Smith shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of vacation and sick time credited to the Corporation’s payroll records for Mr. Smith at the Effective Date. Mr. Smith may carry no more than 150% of one year’s PTO at any given time. If Mr. Smith’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Mr. Smith will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 3 to Amended and Restated Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Chief Executive Officer |
SIGNED this ____ day | ) | ||
of April 2013, in the presence of | ) | ||
) | |||
) | |||
/s/ Penne A. Goplerud | ) | /s/ Roger L. Smith | |
Witness | Roger L. Smith |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Jeffrey T. Klenda | |
Jeffrey T. Klenda, Chair |
Exhibit 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into effective as of May 17, 2011, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
STEVEN M. HATTEN
(hereinafter referred to as “Mr. Hatten”)
WHEREAS Mr. Hatten is a resident of Casper, Wyoming (United States) and has agreed to become an officer of Ur-Energy Inc. (“Ur-Energy”) (a Canadian corporation) and its Affiliates;
AND WHEREAS Mr. Hatten will be employed by the Corporation including to serve as Vice President, Operations of Ur-Energy and an officer of Ur-Energy’s Affiliates, from time to time, pursuant to the terms of this Employment Agreement (the “Agreement”);
AND WHEREAS the Corporation is desirous of employing Mr. Hatten and compensating him for his services as Vice President, Operations of Ur-Energy and an officer of its Affiliates from time to time and Mr. Hatten is desirous of being so employed by Ur-Energy and the Corporation;
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to employ Mr. Hatten to perform the duties and functions of Vice President, Operations of Ur-Energy, or the substantial equivalent thereof, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Mr. Hatten shall work at the direction of and reporting to the Chief Executive Officer of each of those entities.
(2) Except as otherwise set forth herein, Mr. Hatten agrees that he shall devote his best efforts and full business time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Hatten to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Hatten acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Mr. Hatten shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 17, 2011 and shall continue to May 1, 2012. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of his services and duties as Vice President, Operations of Ur-Energy, Mr. Hatten will be paid a salary of US$14,823 per month, less any deductions or withholdings required by law. The parties will review Mr. Hatten’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Mr. Hatten will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Mr. Hatten’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 | Vacation |
Mr. Hatten will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Mr. Hatten prior to termination. Mr. Hatten will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Mr. Hatten in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Mr. Hatten in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
1.06 | Sick Leave |
Mr. Hatten will be entitled to up to 12 days of sick leave in each twelve month period.
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1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Mr. Hatten is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Mr. Hatten’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Mr. Hatten’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire common shares of Ur-Energy granted to Mr. Hatten prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
(2) Mr. Hatten shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Mr. Hatten for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Mr. Hatten shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Mr. Hatten acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Mr. Hatten agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
(2) Mr. Hatten will not, at any time during the term of this Agreement and during the five year period after the expiry, cancellation or termination of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
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(3) Mr. Hatten represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Mr. Hatten further represents and warrants that he is not a party to any other agreement, which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Mr. Hatten.
(4) Mr. Hatten agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Proprietary and Confidential Information and Work Product |
(1) Mr. Hatten acknowledges that, by reason of his employment with Ur-Energy and its Affiliates, he has had and will have access to proprietary and confidential information as defined hereinafter. Mr. Hatten agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Mr. Hatten or another). In addition, Mr. Hatten may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Mr. Hatten shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Mr. Hatten uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; (b) such disclosure is required in any legal proceeding between Mr. Hatten and Ur-Energy and its Affiliates in order for Mr. Hatten to defend or pursue any claim in any legal or administrative proceeding.
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(3) Any and all products of the work performed or created by Mr. Hatten under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Mr. Hatten shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Mr. Hatten hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Mr. Hatten currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Mr. Hatten and Ur-Energy or otherwise. Mr. Hatten further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Mr. Hatten acknowledges that the breach of any of the covenants contained in the Section 2.02 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Hatten acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Hatten from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product.
(5) In addition, in the event of any breach of Section 2.02 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Mr. Hatten or provide him with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
(6) If any provision, or part(s) thereof, of this Section 2.02 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.02 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
(7) The obligations of this Section 2.02 shall survive the expiry, cancellation or termination of this Agreement for any reason.
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2.03 | No Competition; No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Hatten shall not directly or indirectly provide professional services to any person, firm or business in respect of the exploration for and development of uranium mineral properties within five miles of the boundaries of any mineral property owned, leased or licensed or otherwise held by Ur-Energy and its Affiliates or under consideration by Ur-Energy and its Affiliates at the time of the expiry, cancellation or termination of this Agreement, a list or map of which will be created by Ur-Energy at the time of termination; the foregoing will not prevent Mr. Hatten from being employed or otherwise providing professional services to such a person, firm or business, provided however in no circumstance shall Mr. Hatten provide any form of professional services in relation to any uranium mineral property which is within the five-mile boundary during the 12-month period as described. Mr. Hatten acknowledges and agrees that the services he will provide to Ur-Energy and its Affiliates and the Confidential Information he will obtain, are unique in nature, and that Ur-Energy and its Affiliates would be irreparably harmed if Mr. Hatten were to provide similar services to or divulge any proprietary or Confidential Information to another person, firm or business who are engaged in a similar or competing business.
(2) Mr. Hatten acknowledges and agrees that the term and geographic restriction of this agreement not to compete are both reasonable, and moreover that if a Court should find otherwise Mr. Hatten agrees that such Court should uphold this provision and redefine the restriction in duration, geographic scope or other way in which the Court does not find the restriction to be reasonable.
(3) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Hatten shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any energy-related business with which Mr. Hatten is associated.
(4) Mr. Hatten acknowledges that the breach of any of the covenants contained in Section 2.03 concerning this agreement for non-solicitation of management and professional staff and to not compete with the business(es) of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Hatten acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Hatten from competing in contravention of the above provisions or soliciting employees of Ur-Energy or its Affiliates as the events may be.
2.04 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Mr. Hatten shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
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Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Hatten’s service as Vice President, Operations of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.
(2) Mr. Hatten may terminate this Agreement without cause by giving Ur-Energy 90 days’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
(a) | theft, fraud or dishonesty by Mr. Hatten involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Mr. Hatten (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Mr. Hatten shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Hatten’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Hatten with a lump sum payment equivalent to eighteen (18) months base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Hatten’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Hatten has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Hatten may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Hatten with a lump sum payment equivalent to eighteen (18) months base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Hatten’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Hatten has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
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“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Mr. Hatten’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to eighteen (18) months of Mr. Hatten’s then current base salary. If Mr. Hatten is terminated in accordance with Section 3.01(4) or if Mr. Hatten terminates employment in accordance with Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Hatten pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Hatten will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Hatten.
(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Hatten in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
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Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Financial Officer
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
with a copy to:
General Counsel
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
(b) | To Mr. Hatten at: |
2710 Sagewood Ave.
Casper, Wyoming 82601
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
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4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties, Ur-Energy and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Mr. Hatten and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Mr. Hatten’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Mr. Hatten, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and their respective legal representatives, heirs, executors, administrators, successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.02 and 2.03 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
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4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.02, 2.03, 2.04, 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15, and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement. Mr. Hatten has had the opportunity to retain counsel to review the Agreement and to participate in the negotiation of its terms and language. If Mr. Hatten retains counsel, Ur-Energy will reimburse Mr. Hatten on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of his or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
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4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g., separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Hatten is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mr. Hatten’s separation from service, shall be deferred for six (6) months after termination of Mr. Hatten’s employment or, if earlier, Mr. Hatten’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Mr. Hatten for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Hatten would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Mr. Hatten’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | |||
Per: | /s/ Wayne W. Heili | ||
Wayne W. Heili, CEO | |||
SIGNED this 21st day of | ) | ||
November 2011 | ) | ||
in the presence of | ) | ||
) | |||
) | |||
/s/ | ) | /s/ Steven M. Hatten | |
Witness | Steven M. Hatten |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound to such rights and obligations as apply to Ur-Energy Inc.
UR-ENERGY INC.
Per | /s/ Wayne W. Heili |
Wayne W. Heili, President |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA, Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
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2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
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4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
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Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
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Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to __________________________________________________ ; communications to the Company shall be sent to it at its office at ______________________________________ . Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
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Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
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16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent pre-empted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
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18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be _____________.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into between Steven M. Hatten (“Mr. Hatten”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Mr. Hatten and Corporation entered into that certain Employment Agreement (“Agreement”) effective May 17, 2011, whereby Mr. Hatten agreed to be employed by and the Corporation agreed to employ Mr. Hatten as Vice President Operations of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Mr. Hatten agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Section 4.06 (1) shall read as follows:
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06 (1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06 (1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | |
of November 2011, in the presence of | ) | |
) | ||
) | ||
/s/ Penne A. Goplerud | ) | /s/ Steven M. Hatten |
Witness | Steven M. Hatten |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, President | ||
& Chief Executive Officer |
2 |
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between Steve M. Hatten (“Mr. Hatten”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 2).
WHEREAS, Mr. Hatten and Corporation entered into that certain Employment Agreement effective May 17, 2011, as previously amended October 24, 2011 (“Agreement”) whereby Mr. Hatten agreed to be employed by and the Corporation agreed to employ Mr. Hatten as Vice President Operations of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Mr. Hatten agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows:
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Mr. Hatten shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of PTO credited to the Corporation’s payroll records for Mr. Hatten at the Effective Date. Mr. Hatten may carry no more than 150% of one year’s PTO at any given time. If Mr. Hatten’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Mr. Hatten will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
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IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Chief Executive Officer |
SIGNED this ____ day | ) | |
of April 2013, in the presence of | ) | |
) | ||
) | ||
/s/ Penne A. Goplerud | ) | /s/ Steven M. Hatten |
Witness | Steven M. Hatten |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili | ||
President/Chief Executive Officer |
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Exhibit 10.11
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into effective as of May 17, 2011, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
JOHN W. CASH
(hereinafter referred to as “Mr. Cash”)
WHEREAS Mr. Cash is a resident of Casper, Wyoming (United States) and has agreed to become an officer of Ur-Energy Inc. (“Ur-Energy”) (a Canadian corporation) and its Affiliates;
AND WHEREAS Mr. Cash will be employed by the Corporation including to serve as Vice President, Regulatory Affairs, Exploration & Geology of Ur-Energy and an officer of Ur-Energy’s Affiliates, from time to time, pursuant to the terms of this Employment Agreement (the “Agreement”);
AND WHEREAS the Corporation is desirous of employing Mr. Cash and compensating him for his services as Vice President, Regulatory Affairs , Exploration & Geology of Ur-Energy and an officer of its Affiliates from time to time and Mr. Cash is desirous of being so employed by Ur-Energy and the Corporation;
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to employ Mr. Cash to perform the duties and functions of Vice President, Regulatory Affairs, Exploration & Geology of Ur-Energy, or the substantial equivalent thereof, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Mr. Cash shall work at the direction of and reporting to the Chief Executive Officer of each of those entities.
(2) Except as otherwise set forth herein, Mr. Cash agrees that he shall devote his best efforts and full business time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Mr. Cash to the best of his abilities in a diligent, trustworthy and businesslike fashion. Mr. Cash acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Mr. Cash shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 17, 2011 and shall continue to May 1, 2012. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of his services and duties as Vice President, Regulatory Affairs, Exploration & Geology of Ur-Energy, Mr. Cash will be paid a salary of US$14,058 per month, less any deductions or withholdings required by law. The parties will review Mr. Cash’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Mr. Cash will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Mr. Cash’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 | Vacation |
Mr. Cash will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Mr. Cash prior to termination. Mr. Cash will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Mr. Cash in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Mr. Cash in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
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1.06 | Sick Leave |
Mr. Cash will be entitled to up to 12 days of sick leave in each twelve month period.
1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Mr. Cash is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Mr. Cash’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Mr. Cash’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire common shares of Ur-Energy granted to Mr. Cash prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
(2) Mr. Cash shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Mr. Cash for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Mr. Cash shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Mr. Cash acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Mr. Cash agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
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(2) Mr. Cash will not, at any time during the term of this Agreement and during the five year period after the expiry, cancellation or termination of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
(3) Mr. Cash represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Mr. Cash further represents and warrants that he is not a party to any other agreement, which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Mr. Cash.
(4) Mr. Cash agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Proprietary and Confidential Information and Work Product |
(1) Mr. Cash acknowledges that, by reason of his employment with Ur-Energy and its Affiliates, he has had and will have access to proprietary and confidential information as defined hereinafter. Mr. Cash agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Mr. Cash or another). In addition, Mr. Cash may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Mr. Cash shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Mr. Cash uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; or (b) such disclosure is required in any legal proceeding between Mr. Cash and Ur-Energy and its Affiliates in order for Mr. Cash to defend or pursue any claim in any legal or administrative proceeding.
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(3) Any and all products of the work performed or created by Mr. Cash under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Mr. Cash shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Mr. Cash hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Mr. Cash currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Mr. Cash and Ur-Energy or otherwise. Mr. Cash further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Mr. Cash acknowledges that the breach of any of the covenants contained in the Section 2.02 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Cash acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Cash from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product.
(5) In addition, in the event of any breach of Section 2.02 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Mr. Cash or provide him with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
(6) If any provision, or part(s) thereof, of this Section 2.02 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.02 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
(7) The obligations of this Section 2.02 shall survive the expiry, cancellation or termination of this Agreement for any reason.
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2.03 | No Competition; No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Cash shall not directly or indirectly provide professional services to any person, firm or business in respect of the exploration for and development of uranium mineral properties within five miles of the boundaries of any mineral property owned, leased or licensed or otherwise held by Ur-Energy and its Affiliates or under consideration by Ur-Energy and its Affiliates at the time of the expiry, cancellation or termination of this Agreement, a list or map of which will be created by Ur-Energy at the time of termination; the foregoing will not prevent Mr. Cash from being employed or otherwise providing professional services to such a person, firm or business, provided however in no circumstance shall Mr. Cash provide any form of professional services in relation to any uranium mineral property which is within the five-mile boundary during the 12-month period described. Mr. Cash acknowledges and agrees that the services he will provide to Ur-Energy and its Affiliates and the Confidential Information he will obtain, are unique in nature, and that Ur-Energy and its Affiliates would be irreparably harmed if Mr. Cash were to provide similar services to or divulge any proprietary or Confidential Information to another person, firm or business who are engaged in a similar or competing business.
(2) Mr. Cash acknowledges and agrees that the term and geographic restriction of this agreement not to compete are both reasonable, and moreover that if a Court should find otherwise Mr. Cash agrees that such Court should uphold this provision and redefine the restriction in duration, geographic scope or other way in which the Court does not find the restriction to be reasonable.
(3) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Mr. Cash shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any energy-related business with which Mr. Cash is associated.
(4) Mr. Cash acknowledges that the breach of any of the covenants contained in Section 2.03 concerning this agreement for non-solicitation of management and professional staff and to not compete with the business(es) of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Mr. Cash acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Mr. Cash from competing in contravention of the above provisions or soliciting employees of Ur-Energy or its Affiliates as the events may be.
2.04 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Mr. Cash shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
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Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Cash’s service as Vice President, Regulatory Affairs, Exploration & Geology of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.
(2) Mr. Cash may terminate this Agreement without cause by giving Ur-Energy 90 days’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
(a) | theft, fraud or dishonesty by Mr. Cash involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Mr. Cash (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Mr. Cash shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Cash’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Cash with a lump sum payment equivalent to eighteen months base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Cash’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Cash has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Cash may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Cash with a lump sum payment equivalent to eighteen months base salary in effect on such termination to be paid on the sixtieth (60 th ) day after Mr. Cash’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Cash has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
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“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Mr. Cash’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to eighteen months of Mr. Cash’s then current base salary. If Mr. Cash is terminated in accordance with Section 3.01(4) or if Mr. Cash terminates employment in accordance with Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Cash pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Cash will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Cash.
(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Cash in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
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Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Financial Officer
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
with a copy to:
General Counsel
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
(b) | To Mr. Cash at: |
6901 South Ridgecrest Dr.
Casper, Wyoming 82601
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement, upon notice to Mr. Cash, at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
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4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties, Ur-Energy and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Mr. Cash and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Mr. Cash’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Mr. Cash, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and their respective legal representatives, heirs, executors, administrators, successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.02 and 2.03 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
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4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.02, 2.03, 2.04, 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15, and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement. Mr. Cash has had the opportunity to retain counsel to review the Agreement and to participate in the negotiation of its terms and language. If Mr. Cash retains counsel, Ur-Energy will reimburse Mr. Cash on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
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4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of his or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g., separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement, upon notification of Mr. Cash, in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Mr. Cash is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Mr. Cash’s separation from service, shall be deferred for six (6) months after termination of Mr. Cash’s employment or, if earlier, Mr. Cash’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Mr. Cash for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Mr. Cash would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Mr. Cash’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | |||
Per: | /s/ Wayne W. Heili | ||
Wayne W. Heili, CEO | |||
SIGNED this 23rd day of | ) | ||
November, 2011 | ) | ||
in the presence of | ) | ||
) | |||
) | |||
/s/ | ) | /s/ John W. Cash | |
Witness | John W. Cash |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound to such rights and obligations as apply to Ur-Energy Inc.
UR-ENERGY INC.
Per | /s/ Wayne W. Heili |
Wayne W. Heili, President & CEO |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA, Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
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2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
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4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
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Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
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Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to __________________________________________________ ; communications to the Company shall be sent to it at its office at ______________________________________ . Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
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Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
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16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent pre-empted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
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18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be _____________.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into between John W. Cash (“Mr. Cash”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Mr. Cash and Corporation entered into that certain Employment Agreement (“Agreement”) effective May 17, 2011, whereby Mr. Cash agreed to be employed by and the Corporation agreed to employ Mr. Cash as Vice President Regulatory Affairs, Exploration & Geology of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Mr. Cash agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Section 4.06 (1) shall read as follows:
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06 (1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06 (1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | |
of November 2011, in the presence of | ) | |
) | ||
) | ||
/s/ Penne A. Goplerud | ) | /s/ John W. Cash |
Witness | John W. Cash |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, President | ||
& Chief Executive Officer |
2 |
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between John W. Cash (“Mr. Cash”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 2).
WHEREAS, Mr. Cash and Corporation entered into that certain Employment Agreement effective May 17, 2011, as previously amended October 24, 2011 (“Agreement”) whereby Mr. Cash agreed to be employed by and the Corporation agreed to employ Mr. Cash as Vice President Regulatory Affairs, Exploration & Geology of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Mr. Cash agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows:
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Mr. Cash shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of PTO credited to the Corporation’s payroll records for Mr. Cash at the Effective Date. Mr. Cash may carry no more than 150% of one year’s PTO at any given time. If Mr. Cash’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Mr. Cash will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
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IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Chief Executive Officer |
SIGNED this ____ day | ) | |
of April 2013, in the presence of | ) | |
) | ||
) | ||
/s/ Penne A. Goplerud | ) | /s/ John W. Cash |
Witness | John W. Cash |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili | ||
President/Chief Executive Officer |
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Exhibit 10.12
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made effective as of May 17, 2011, between:
UR-ENERGY USA INC.
(hereinafter referred to as “Corporation”)
and
PENNE A. GOPLERUD
(hereinafter referred to as “Ms. Goplerud”)
WHEREAS Ms. Goplerud is a resident of Golden, Colorado (United States) and Ms. Goplerud will continue to be employed by the Corporation including to serve as General Counsel and Secretary of Ur-Energy Inc. (“Ur-Energy”) and Ur-Energy’s Affiliates pursuant to the terms of this Employment Agreement (the “Agreement”);
AND WHEREAS the Corporation is desirous of employing Ms. Goplerud and compensating her for her services as General Counsel and Secretary of Ur-Energy and Ur-Energy’s Affiliates and Ms. Goplerud is desirous of being so employed by the Corporation;
AND WHEREAS Ur-Energy acknowledges its rights and obligations under this Agreement;
NOW THEREFORE , for mutual consideration as set forth herein, it is agreed as follows:
Article 1- EMPLOYMENT TERMS
1.01 | Services |
(1) Ur-Energy, through the Corporation, hereby agrees to continue to employ Ms. Goplerud to perform the duties and functions of General Counsel and Secretary of Ur-Energy and Ur-Energy Affiliates, or the substantial equivalent thereof, and an officer of its Affiliates, from time to time. In each and all of these capacities, Ms. Goplerud shall work at the direction of and reporting to the Chief Administrative Officer of Ur-Energy.
(2) Ms. Goplerud agrees that she shall devote her best efforts and full time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Ms. Goplerud to the best of her abilities in a diligent, trustworthy and businesslike fashion. Ms. Goplerud acknowledges that she has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Ms. Goplerud shall not engage in business activities which could reasonably be understood to conflict with her duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 | Term |
This Agreement shall be effective May 17, 2011 and shall continue to May 1, 2012. This Agreement shall be renewed automatically for additional twelve-month periods, on the same terms and conditions, unless either party gives written Notice of termination pursuant to the provisions of Section 3.01. Any such Notice of termination must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 | Remuneration |
In consideration of the performance of her services and duties as General Counsel and Secretary of Ur-Energy and Ur-Energy’s Affiliates, Ms. Goplerud will be paid a salary of US$14,305 per month, less any deductions or withholdings required by law. The parties will review Ms. Goplerud’s salary on an annual basis during the term of the Agreement and make any adjustments agreed by the parties.
1.04 | Benefits |
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Ms. Goplerud will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Ms. Goplerud’s rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 | Vacation |
Ms. Goplerud will be entitled to four weeks of paid vacation each twelve-month period. In the event of termination, such vacation entitlement will be pro-rated monthly for the part of a twelve-month period worked by Ms. Goplerud prior to termination. Ms. Goplerud will take her vacation at a time or times reasonable for Ur-Energy and its Affiliates and Ms. Goplerud in the circumstances. For greater certainty, Sections 1.05 and 1.06 are provided to Ms. Goplerud in lieu of “Paid Time Off” as set forth in policies of Ur-Energy and its Affiliates.
1.06 | Sick Leave |
Ms. Goplerud will be entitled to up to 12 days of sick leave in each twelve month period.
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1.07 | Performance Bonus |
(1) At the sole discretion of the Board of Directors of Ur-Energy, Ms. Goplerud is entitled to be considered for a performance bonus on an annual basis. To the extent not otherwise included in the terms of any performance bonus, a pro rata share of the performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Article 3, and in any event shall be paid as required by applicable law or regulation.
(2) Any such bonus shall be paid as soon as administratively practicable after the end of the year to which the bonus relates, but in no event later than the 15 th day of the third month after the later of (i) the first calendar year in which Ms. Goplerud’s right to the bonus is no longer subject to a substantial risk of forfeiture, or (ii) the first taxable year of the Corporation in which Ms. Goplerud’s right to the bonus is no longer subject to a substantial risk of forfeiture.
1.08 | Stock Options |
(1) Options to acquire capital stock of Ur-Energy granted to Ms. Goplerud prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
(2) Ms. Goplerud shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
1.09 | Expenses |
Ur-Energy or its Affiliates will promptly reimburse Ms. Goplerud for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by her in connection with the performance of her duties hereunder. Ur-Energy or its Affiliates will pay for reasonable legal and business association fees and dues and necessary continuing legal education courses expenses for Ms. Goplerud. Ms. Goplerud shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses. All reimbursements shall be made in accordance with Section 4.15 of this Agreement.
Article 2– covenants AND REPRESENTATIONS
2.01 | Promotion of the Corporation’s Interests; Representations of Ability to Perform |
(1) Ms. Goplerud acknowledges and agrees that the execution of this Agreement is adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Ms. Goplerud agrees specifically to use her best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information she may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for her own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
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(2) Ms. Goplerud will not, at any time after the date of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
(3) Ms. Goplerud represents and warrants that she is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Ms. Goplerud further represents and warrants that she is not a party to any other agreement which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by her will violate, conflict with or result in a breach of any provisions of another contract, nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Ms. Goplerud.
(4) Ms. Goplerud agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 | Other Activities |
(1) It is agreed and acknowledged that Ms. Goplerud may, from time to time, be requested to furnish her services as a director to another corporation or similar such position. Permission to provide such services shall be sought by Ms. Goplerud and shall be granted reasonably by Ur-Energy provided there is no conflict of interest. No such leave to serve as a director for any non-profit or other charitable organization shall be required, insofar as such service does not conflict with the terms of this Agreement.
2.03 | Proprietary and Confidential Information and Work Product |
(1) Ms. Goplerud acknowledges that, by reason of her employment with Ur-Energy and its Affiliates, she has had and will have access to proprietary and confidential information as defined hereinafter. Ms. Goplerud agrees that, during and after her employment with Ur-Energy and its Affiliates, she will not disclose to any person, except in the proper course of her employment and performance of this Agreement, and will not use for her own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by her.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Ms. Goplerud or another). In addition, Ms. Goplerud may disclose secret, proprietary or Confidential Information to the extent (a) she is legally compelled to disclose such information, provided that Ms. Goplerud shall promptly notify Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Ms. Goplerud uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; (b) such disclosure is required in any legal proceeding between Ms. Goplerud and Ur-Energy and its Affiliates in order for Ms. Goplerud to defend or pursue any claim in any legal or administrative proceeding.
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(3) Any and all products of the work performed or created by Ms. Goplerud under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Ms. Goplerud shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Ms. Goplerud hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Ms. Goplerud currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Ms. Goplerud and Ur-Energy or otherwise. Ms. Goplerud further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(4) Ms. Goplerud acknowledges that the breach of any of the covenants contained in the Section 2.03 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Ms. Goplerud acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach or threatened breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Ms. Goplerud from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product. Such court of competent jurisdiction may order Ms. Goplerud to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.03).
(5) In addition, in the event of any breach of Section 2.03 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Ms. Goplerud or provide her with any benefits as outlined in Section 1.04 except as required by applicable law and as provided in Section 3.01.
(6) If any provision, or part(s) thereof, of this Section 2.03 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.03 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
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(7) The obligations of this Section 2.03 shall survive the expiry, cancellation or termination of this Agreement for any reason.
2.04 | No Solicitation |
(1) For a period of 12 months after the expiry, cancellation or termination of this Agreement for any reason, Ms. Goplerud shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate his/her employment with Ur-Energy or its Affiliate to become employed by any business with which Ms. Goplerud is associated.
(2) Ms. Goplerud acknowledges that the breach of any of the covenants contained in Section 2.04 concerning this Agreement for non-solicitation of management and professional staff of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Ms. Goplerud acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000.00, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Ms. Goplerud from soliciting employees of Ur-Energy or its Affiliates as the events may be. Such court of competent jurisdiction may order Ms. Goplerud to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.04).
2.05 | Return of Property |
Upon expiry, cancellation or termination of this Agreement, Ms. Goplerud shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
Article 3– Termination
3.01 | Termination of Agreement |
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Ms. Goplerud’s service as General Counsel of Ur-Energy and Ur-Energy’s Affiliates, and any other position as an officer of Ur-Energy and its Affiliates, from time to time, unless the parties shall agree otherwise at the time of termination by further written agreement.
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(2) Ms. Goplerud may terminate this Agreement by giving Ur-Energy 90 days prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
(a) | theft, fraud or dishonesty by Ms. Goplerud involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out her duties under this Agreement; or |
(b) | any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Ms. Goplerud (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Ms. Goplerud shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Ur-Energy, through the Corporation, may terminate this Agreement and Ms. Goplerud’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Ms. Goplerud with a lump sum payment equivalent to eighteen months base salary in effect on such termination to be paid on the sixtieth (60th) day after Ms. Goplerud’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Ms. Goplerud has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
(5) In the event of a Change of Control of Ur-Energy (as defined below) Ms. Goplerud may terminate this Agreement and her employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Ms. Goplerud with a lump sum payment equivalent to eighteen months base salary in effect on such termination to be paid on the sixtieth (60th) day after Ms. Goplerud’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Ms. Goplerud has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.
“Change of Control” shall have occurred on the happening of any of the following events:
(a) | 50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or |
(b) | the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or |
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(c) | beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
(d) | the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or |
(e) | a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) Upon the termination of Ms. Goplerud’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to eighteen months of Ms. Goplerud’s then current base salary. If Ms. Goplerud is terminated in accordance with Section 3.01(4) or if Ms. Goplerud terminates employment in accordance with this Section 3.01(5) after a Change of Control, any severance amounts payable to Ms. Goplerud pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Ms. Goplerud will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Ms. Goplerud.
(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Ms. Goplerud in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
Article 4– General contract Provisions
4.01 | Notices |
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
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(a) | To Ur-Energy Inc. and the Corporation at: |
Ur-Energy USA Inc.
10758 West Centennial Road
Littleton, Colorado 80127
Attention: Chief Financial Officer
with a copy to:
Fasken Martineau DuMoulin LLP
55 Metcalfe Street, Suite 1300
Ottawa, Ontario K1P 6L5
Attention: Virginia Schweitzer
(b) | To Ms. Goplerud at: |
828 Golden Point Drive
Golden, CO 80401
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
4.02 | Entire Agreement |
(1) This Agreement and the documents referenced and incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
4.03 | Inurement |
This Agreement shall inure to the benefit of and be binding upon the parties, Ur-Energy and their respective legal personal representatives, heirs, executors, administrators, successors and permitted assigns.
4.04 | Assignment |
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Ms. Goplerud and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Ms. Goplerud’s rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Ms. Goplerud, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
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4.05 | Third Party Beneficiaries |
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties including Ur-Energy and their respective successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 | Remedies in Event of Future Dispute |
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.03 and 2.04 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
4.07 | Headings for Convenience Only |
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
4.08 | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
4.09 | Severability |
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 | Survival |
Sections 2.03, 2.04, 2.05, 3.01, 4.01, 4.06, 4.07, 4.08, 4.09, 4.10, 4.14 and 4.15 and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
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4.11 | Counterparts |
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 | Transmission by Facsimile |
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 | Legal Representation and Legal Expenses |
Both parties acknowledge the import of this Agreement. Ms. Goplerud has had the opportunity to retain counsel to review the Agreement and to participate in the negotiation of its terms and language. If Ms. Goplerud retains counsel, Ur-Energy will reimburse Ms. Goplerud on demand for all reasonable out-of-pocket expenses incurred by her for her reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement. Such reimbursements shall be made no later than sixty (60) days after such expenses are incurred and shall be subject to such other further provisions as set forth in Section 4.15 of this Agreement.
4.14 | Attorney’s Fees and Other Costs |
In the event of any action, including but not limited to litigation, arbitration, or other similar proceedings, because of any alleged breach of this Agreement, the prevailing party (-ies) shall be entitled to an award of her or its/their reasonable attorney fees and costs incurred in the action, including but not limited to any fees and costs associated with expert witnesses and litigation consultants, and the costs and fees associated with the appeals, collection, or enforcement of any judgment or order of court resulting therefrom. To so recover, it shall not be necessary that the prevailing party (-ies) prevail in each and every claim or defense. Payment of such attorney fees and/or costs shall be made within sixty (60) days after the prevailing party has been determined.
4.15 | Code Section 409A |
(1) The expenses eligible for reimbursement under this Agreement are subject to the additional rules set forth in this Section 4.15. To the extent they constitute deferred compensation under Code Section 409A, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during one calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any such reimbursement of an eligible expense shall be made promptly after proper substantiation of such expense, but in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for any other benefit.
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(2) Notwithstanding any other provision of this Agreement, it is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be provided and paid in a manner, and at such time, including without limitation payment and provision of benefits only in connection with the occurrence of a permissible payment event contained in Section 409A ( e.g., separation from service from the Corporation and its affiliates as defined for purposes of Section 409A of the Code), and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding any other provision of this Agreement, the Corporation is authorized to amend this Agreement in such manner as may be determined by it to be necessary or appropriate to comply, or to evidence or further evidence required compliance, with Section 409A of the Code. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A of the Code. If Ms. Goplerud is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and any of the Corporation’s or any Affiliate’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code, and the timing of which depends on Ms. Goplerud’s separation from service, shall be deferred for six (6) months after termination of Ms. Goplerud’s employment or, if earlier, Ms. Goplerud’s death, as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). Any amount that otherwise would have been paid during the 409A Deferral Period shall be paid on the day following the 409A Deferral Period. Notwithstanding the foregoing, neither the Corporation, nor any of its Affiliates, nor any of their officers, directors, employees or representatives shall be liable to Ms. Goplerud for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code. For purposes of this Agreement, termination of employment shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services would be performed after such date or that the level of bona fide services Ms. Goplerud would perform after that date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed over the immediately preceding 36-month period (or, if lesser, Ms. Goplerud’s period of service).
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA INC. | |||
Per: | /s/ Wayne W. Heili | ||
Wayne W. Heili, CEO | |||
SIGNED this day of | ) | ||
August 24, 2011 | ) | ||
in the presence of | ) | ||
) | |||
) | |||
/s/ | ) | /s/ Penne A. Goplerud | |
Witness | Penne A. Goplerud |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
Per: | /s/ Wayne W. Heili |
Wayne W. Heili, President & CEO |
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Exhibit A
UR-ENERGY USA INC.
SEVERANCE BENEFITS TRUST
THIS TRUST AGREEMENT, made as of the _____ day of _______________, _____ (the “Effective Date”), by and between Ur-Energy USA Inc., a Colorado corporation (the “Company”), and __________________________ (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has entered into an Employment Agreement with certain Participants (as hereinafter defined) listed on Schedule 1, which may be amended from time to time (the “Agreements”) and may enter into other employment or separation agreements which may be listed from time to time on Schedule 1; and
WHEREAS, the Company desires to establish a trust (the “Trust”) to hold and invest certain separation payments which the Company and/or its affiliates (i) have become obligated to pay upon an involuntary termination by the Company or its affiliates, but which payments have been delayed because of the application of the Six Month Rule (as hereinafter defined) under Code Section 409A (as hereinafter defined) or (ii) may become obligated to pay in the event of a voluntary termination by the Participant or involuntary termination by the Company or its affiliates within 12 months after a “Change of Control” (as hereinafter defined); and
WHEREAS, the Trustee is not a party to the Agreements and is only obligated to pay Participants under the Agreements to the extent of the assets held in the Trust and credited to an Account (as hereinafter defined) in the name of the Participant; and
WHEREAS, the aforesaid obligations of the Company are not funded or otherwise secured; and
WHEREAS, it is intended that the amounts held in trust be subject to the claims of the Company’s general creditors;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Article 1
Definitions
1.1 “Agreement” means the Employment Agreements or other agreements listed on Schedule 1.
1.2 “Board” means the Board of Directors of the Company.
1.3 “Change of Control” as it relates to any Participant has the meaning given thereto in the Participant’s Agreement.
1.4 “Code” means the Internal Revenue Code of 1986, as amended.
1.5 “Code Section 409A” means Section 409A of the Code and applicable regulations and guidance issued thereunder.
1.6 “Company” means Ur-Energy USA, Inc., its successors and assigns, and as applicable, any affiliate.
1.7 “Interest” means the actual earnings on the amounts contributed to the Trust on behalf of a Participant after a Triggering Event in accordance with Section 2.1 and invested by the Trustee pursuant to Article 6.
1.8 “Participant” means an employee or a former employee of the Company or an Affiliate who is or may become entitled to severance benefits under an Agreement.
1.9 “Six Month Period” means the period beginning on the Participant’s “separation from service” (as such term is defined in an Agreement or if not so defined, as defined in Code Section 409A) and ending on the day that is six months thereafter.
1.10 “Six Month Rule” means the requirement under Code Section 409A to delay for six months the payment of certain severance amounts payable to certain “specified employees” within the meaning of Code Section 409A.
1.11 “Triggering Event” is either (a) a Change of Control or (b) an event ( e.g., termination of employment) that triggers payment of severance amounts due to a Participant under an Agreement, which payments are delayed in accordance with the Six Month Rule.
Article 2
Establishment of Trust
2.1 The Company hereby makes an initial deposit with the Trustee of one hundred dollars ($100) which shall become the initial principal of the Trust to be held in trust, administered and disposed of by the Trustee as provided in this Trust Agreement. Promptly following a Triggering Event for a Participant, the Company shall make such further deposits in cash in an amount that is sufficient to pay such Participant the severance amounts to which such Participant is or may become entitled under the terms of the applicable Agreement, which amounts either are delayed in accordance with the Six Month Rule or depend on the Participant’s termination after the Change of Control, and to maintain such amounts until the obligations hereunder are fully paid.
2.2 The Trustee, shall establish a separate account (each an “Account”) under the Trust for each Participant, to which it shall credit contributions it receives which are to be paid by the Company to that Participant under his or her Agreement. The Trustee shall have no right or obligation to compel any contributions from the Company.
2.3 Subject to Section 16.2, the Trust is irrevocable and may not be amended or modified except to the extent provided under Section 16.1.
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2.4 The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code and shall be construed accordingly. All interest and other income earned on the investment of the Trust assets shall for such purposes be the property of, and taxable to, the Company. All taxes on or with respect to the assets of the Trust shall be payable by the Company from its separate funds and shall not be charged against or paid out of the Trust.
2.5 The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as herein set forth. Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under any Agreement or this Trust Agreement shall be mere unsecured contractual rights of Participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event the Company becomes Insolvent, as defined in Article 4 herein. This Trust permits the participation of the Company and Affiliates (each of the Company and Affiliates, an “Affiliated Group Member” and collectively, the “Affiliated Group Members”) in order to reduce the administrative and other costs associated with the Trust and any Agreement and to gain certain economies of scale. The participation of the Affiliated Group Members in this Trust is not intended to, shall not, and shall not be deemed to, confer upon any other Affiliated Group Member, any ownership or other legal or beneficial interest of any kind or nature in any amounts (including the earnings thereon) actually contributed to the Trust by any other Affiliated Group Member. Further, no creditor, receiver, trustee, successor or assign or other entity) claiming any interest in the property or assets of any Affiliated Group Member shall recover from, or claim any interest in, the Trust or any Trust assets other than with respect to the contributions actually contributed by such Affiliated Group Member and the earnings thereon. Notwithstanding anything herein to the contrary, there is deemed to exist a separate trust for the contributions (and investment income thereon) contributed by each Affiliated Group Member. Notwithstanding anything herein to the contrary, only the assets of the Trust that relate directly to the Accounts of Participants who are current or former employees of an Affiliated Group Member shall be considered assets of such Affiliated Group Member which are subject to the claims of the general creditors of such Affiliated Group Members under federal and state law in the event of such Affiliated Group Member becomes Insolvent.
2.6 The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
Article 3
Payments to Participants and Beneficiaries
3.1 Schedule 1 lists the Agreements covered by the Trust as of the Effective Date. The Company may amend Schedule 1 at any time to add one or more Agreements, or remove one or more Agreements only after all payments under each such Agreement has been made in full and the Company certifies the same in writing to the Trustee and the Participant. Such removal shall become effective ten (10) days after receipt of such notice unless the Participant sends a written notice to the Company with a copy to the Trustee objecting to such removal. In the event such an objection is made in accordance with the preceding sentence, the Trustee shall not distribute any assets credited to such Participant’s Account until the dispute is resolved in accordance with Section 9.6 hereof. The Agreements may be amended in accordance with their terms at any time.
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3.2 No later than ten (10) days prior to the end of the Six Month Period with respect to a Participant, the Company shall certify to the Trustee in writing the date as of which such Six Month Period will end, the form in which the Participant’s severance is to be paid and the amount of severance to be paid and the amounts of any federal, state or local taxes required to be withheld with respect to the payment of benefits pursuant to the terms of an Agreement. Within ten (10) days after receipt of such notice, unless the Trustee is informed of a dispute by written notice from either the Company or the Participant, the Trustee shall make payment to the Participant of the amount credited to the Account of such Participant including any Interest earned thereon from the date of the Participant’s separation from service, reduced by all taxes required to be withheld in accordance with the aforesaid certification. The Trustee shall transmit such withheld amounts to the Company, which shall pay such amounts to the appropriate taxing authorities.
3.3 In the event of the Participant’s death after a separation from service, any amounts payable from the Trust to the Participant shall be paid to the Participant’s beneficiary as soon as administratively practicable after the death of the Participant. A Participant may designate or change a beneficiary in the form set forth in Schedule 2 hereto.
3.4 If the amount credited to a Participant’s Account under the Trust is not sufficient to make payments of benefits in accordance with the terms of any Agreement, the Company shall promptly contribute to the Trust an amount equal to the shortfall or pay such amount directly to the Participant or beneficiary. The Participant or the beneficiary, as the case may be, shall notify the Trustee and the Company in writing if the amount paid in accordance with Sections 3.2 or 3.3 is not sufficient to cover the benefits provided for under the terms of his or her Agreement.
Article 4
Trustee Responsibility Regarding Payments to
Trust Beneficiary When the Company is Insolvent
4.1 At all times during the continuation of the Trust, as provided in Sections 2.4 and 2.5 hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
4.2 The Trustee shall cease payment of benefits to Participants and beneficiaries if he is notified in accordance with Section 4.3 that the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
4.3 The Chief Executive Officer of the Company shall notify the Trustee in writing of the Company’s Insolvency promptly after the Company becomes Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Participants or beneficiaries. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
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4.4 Unless the Trustee has received written notice from the Company or a person claiming to be a creditor of the Company alleging that the Company is Insolvent, or otherwise has actual knowledge of the Company’s Insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency.
4.5 If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Participants or beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors until directed otherwise by a court of competent jurisdiction. Nothing in this Trust Agreement shall in any way diminish any rights of Participants or beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Agreement or otherwise.
4.6 The Trustee shall resume the payment of benefits to Participants or beneficiaries in accordance with Article 3 of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent). Any such determination made by the Trustee shall be final and binding. The Trustee shall promptly communicate any such determination to the Chief Executive Officer of the Company in writing.
Article 5
Payments to the Company
5.1 Except as provided below, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any assets credited to an Account before the date the proceeds of such Account have been paid to Participants and beneficiaries pursuant to the terms of the applicable Agreements. Notwithstanding the foregoing, if as of the date that is three years from the date of the Change of Control, a Participant has not experienced a termination of employment that would entitle the Participant to receive severance under his or her Agreement, the assets in the Participant’s Account may be returned to the Company at any time prior to the Participant’s termination of employment that would entitle the Participant to receive severance under his or her Agreement. The Trustee shall return such excess funds in the Trust as shall reasonably be requested by the Company, provided that either (a) the Company and each Participant under the Trust provide a written certification to the Trustee that all amounts due under the Agreements have been paid in full or (b) such request is made no less than three years from the date of the Change of Control.
Article 6
Investment Authority
6.1 All rights associated with the assets of the Trust shall be exercised by the Trustee or his or her designee, and shall in no event be exercisable by or rest with the Participants. Assets in the Trust shall be invested within the Company’s core group of banks and financial institutions as defined in the Company’s Treasury and Investment Policy, as amended from time to time, in money market securities or United States treasuries with maturities of one (1) month or less. The Trustee shall have no authority or responsibility to invest the Trust assets in any other instruments or securities, regardless of whether the investments listed hereunder would otherwise be considered appropriate under the Prudent Investor Act or other applicable law.
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Article 7
Disposition of Income
7.1 Each Account shall reflect an undivided interest in the assets of the Trust and shall not require any segregation of particular assets. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have separated from service in proportion to their balances. The Trustee shall allocate investment income and expenses generated from amounts attributable to the Accounts of Participants who have not separated from service to a separate earnings account for the Company (the “Earnings Account”). During the term of the Trust, all income received by the Trust, net of taxes withheld, shall be accumulated and used to pay amounts due to Participants (except with amounts to be allocated to the Earnings Account, which shall be paid to the Company). Assets allocated to an Account under the Trust for one Agreement may not be used to provide benefits under any other Agreement.
Article 8
Accounting by Trustee
8.1 The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within ninety (90) days following the close of each calendar year, and within ninety (90) days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of his administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by him, including the fees and expenses paid, and showing all cash and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.
8.2 Unless the Company shall have filed with the Trustee written exceptions or objections to any accounting under Section 8.1 within 120 days after receipt thereof, the Company shall be deemed to have approved such accounting; and in such case or upon the written approval by the Company of any such accounting, the Trustee shall be forever released and discharged with respect to all matters and things contained in such accounting as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Trust were parties.
Article 9
Power and Responsibility of Trustee
9.1 The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with the terms of this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a Participant or beneficiary, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
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9.2 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of his duties or obligations hereunder and the fees of such professionals shall be considered administrative expenses of the Trust.
9.3 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, and shall be authorized to take all actions that the Trustee may deem necessary or proper to carry out any of the powers set forth in this Trust Agreement or otherwise in the best interest of the Trust.
9.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
9.5 The Trustee may consult with and rely upon counsel, who may be counsel for the Company or for the Trustee in his individual capacity, and shall not be deemed imprudent by reason of his taking or refraining from taking any action in accordance with the opinion of counsel.
9.6 Any dispute between the Company and a Participant or beneficiary with respect to an Account hereunder shall be deemed resolved if either (i) the Trustee shall have received a written notice signed by the Company and such Participant or beneficiary as to the resolution of such dispute, or (ii) the Trustee shall have received a copy of a final, non-appealable order of any court having jurisdiction with respect to such matter.
Article 10
Indemnification
10.1 The Company agrees, to the maximum extent permitted by law, to indemnify and hold the Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including attorneys’ fees and expenses), unless arising from the Trustee’s own gross negligence, willful misconduct, or willful breach of the provisions of his obligations under this Trust Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of his duties under this Trust Agreement, except as required by law.
10.2 Any amount payable to the Trustee under this Article 10 and not previously paid by the Company shall be paid by the Company promptly upon written demand therefor by the Trustee. The provisions of this Article 10 shall survive the termination of this Trust Agreement.
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Article 11
No Duty to Advance Funds
11.1 Nothing contained in this Trust Agreement shall require the Trustee to risk or expend his own funds in the performance of the duties of the Trustee hereunder. In the acceptance and performance of his duties hereunder, the Trustee acts solely as trustee and not in his individual capacity, and all persons, having any claim against the Trustee related to this Trust Agreement or the actions or agreements of the Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof unless the Trustee’s conduct has been willful or grossly negligent.
Article 12
Communications
12.1 The Trustee shall not be responsible in any respect for administering the Agreements nor shall the Trustee be responsible for the adequacy of the Trust to meet and discharge any payments and liabilities under the Agreements. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company designated pursuant to this Trust Agreement. The Company, from time to time, shall furnish the Trustee with the names and specimen signatures of the designated officers of the Company and shall promptly notify the Trustee of the termination of office of any designated officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully protected in relying upon the most recent list of the designated officers of the Company furnished to it by the Company.
12.2 The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by him to be genuine and to be signed by the proper person or persons.
12.3 Until written notice is received to the contrary, communications to the Trustee shall be sent to __________________________________________________ ; communications to the Company shall be sent to it at its office at ______________________________________ . Notice will be deemed received by the Trustee or Company upon the date that such notice is either (1) delivered by hand, (2) sent by telecopy, (3) sent by certified mail and the certified receipt is signed, or (4) sent by any other method of delivery or mail which is evidenced by a receipt of delivery signed by any employee or agent of the Trustee or Company.
Article 13
Compensation and Expenses of Trustee
13.1 The Company shall pay all administrative expenses of the Trust and the Trustee’s fees and expenses within thirty (30) days of receipt of an invoice therefor.
Article 14
Resignation and Removal of Trustee
14.1 The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
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14.2 The Trustee may be removed by the Company on sixty (60) days’ written notice or upon shorter notice accepted by the Trustee; provided, however, that, if a Triggering Event has occurred for a Participant(s) and payment of such Participant’s benefit under an Agreement has not yet been made in full either by the Trust or by the Company or if there is a dispute as to payment, the Trustee shall only be removed with the prior written consent of any such Participant(s).
14.3 Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor trustee. The transfer shall be completed within ninety (90) days after receipt of the appointment of a successor trustee, unless the Company extends the time limit.
14.4 If the Trustee resigns or is removed, a successor trustee shall be appointed by the Company as provided in Article 15 prior to the effective date of such resignation or removal. Notice of such appointment shall be sent to the Trustee together with all information necessary for the Trustee to transfer the assets in accordance with Section 14.3. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
Article 15
Appointment of Successor
15.1 If the Trustee resigns or is removed in accordance with Article 14 hereof, the Company may appoint any individual, bank or trust company authorized under the laws of the State of [_________________] as a successor to replace the Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor trustee to evidence the transfer.
15.2 The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event, or any condition existing at the time it becomes successor trustee.
Article 16
Amendment or Termination
16.1 This Trust Agreement (including Schedule 1) may be amended by a written instrument executed by Trustee and the Company. Notwithstanding the foregoing, no such amendment shall adversely affect any Participant without the prior written consent of such Participant nor shall such amendment make the Trust revocable. The Trustee, upon written advice of counsel, may amend the provisions of this Trust Agreement to the extent required by applicable law.
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16.2 The Trust shall terminate as of the earliest of (a) the date on which no Participants or beneficiaries are entitled to benefits pursuant to the terms of any Agreement covered by the Trust, (b) the day which is twenty-one years after the date of this Trust Agreement, or (c) a determination by the Board, based on an opinion of legal counsel that either judicial authority or the opinion of the U.S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations, advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the interest of a Participant in this Trust is includable for federal income tax purposes in the gross income of the Participant prior to actual payment of Agreement benefits to the Participant. Upon termination of the Trust any assets remaining in the Trust, after payment of all fees and expenses of the Trust, shall be returned to the Company.
Article 17
Prohibition of Assignment of Interest
17.1 No interest, right or claim in or to any part of the Trust or any payment therefrom by any Participant or beneficiary shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or anticipate the same, except to the extent required by law.
Article 18
Miscellaneous
18.1 This Trust Agreement shall be interpreted, construed and enforced, and the Trust hereby created shall be administered, in accordance with the laws of the United States and of the State of Colorado (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction) except to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended. The parties further agree that any action or proceeding brought by any party to enforce any right, assert any claim, or obtain any relief whatsoever in connection with this Trust Agreement shall be commenced by such party exclusively in the federal or state courts, located within Denver, Colorado.
18.2 The Company shall, at any time and from time to time, upon the reasonable request of the Trustee, execute and deliver such further instruments and do such further acts as may be necessary or proper to effectuate the purpose of this Trust Agreement.
18.3 The titles to Articles of this Trust Agreement are placed herein for convenience of reference only, and this Trust Agreement is not to be construed by reference thereto.
18.4 This Trust Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively.
18.5 This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart.
18.6 If any provision of this Trust Agreement is determined to be invalid or unenforceable the remaining provisions shall not for that reason alone also be determined to be invalid or unenforceable.
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18.7 Each Participant and beneficiary is an intended third-party beneficiary under this Trust, and shall be entitled to enforce all terms and provisions hereof with the same force and effect as if such person had been a party hereto.
Article 19
Effective Date
19.1 The effective date of this Trust Agreement shall be _____________.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.
UR-ENERGY USA INC. | |
By: | |
Its | |
[________________________]- Trustee |
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UR-ENERGY USA INC. BENEFITS TRUST
Schedule 1
LIST OF AGREEMENTS COVERED
The following Employment Agreements (collectively referred to as the “Agreements”) are subject to this Trust:
(1) Amended and Restated Employment Agreement Between ______________________ and _________________, dated ___________________
Schedule 2
Beneficiary Designation and Change Form
I hereby revoke any and all prior beneficiary designations that I may have made with respect to my Ur-Energy Severance Trust. In the event of my death prior to the receipt of all the proceeds of my account, I hereby designate the following person or entity as the primary beneficiary of my account:
Primary Beneficiary
Name: | |
Address: | |
Relationship: |
In the event my primary beneficiary should predecease me, I hereby designate the following person or entity as the secondary beneficiary of my __________:
Secondary Beneficiary
Name: | |
Address: | |
Relationship: |
Dated: _________________________ Employee: _______________________________
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into between Penne A. Goplerud (“Ms. Goplerud”) and Ur-Energy USA Inc. (“Corporation”) to be effective October 24, 2011.
WHEREAS, Ms. Goplerud and Corporation entered into that certain Employment Agreement (“Agreement”) effective May 17, 2011, whereby Ms. Goplerud agreed to be employed by and the Corporation agreed to employ Ms. Goplerud as Secretary and General Counsel of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the dispute resolution provision of all executive agreements of the Corporation, to which Ms. Goplerud agrees, and which necessitates an amendment to this Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Section 4.06 (1) shall read as follows:
Remedies in Event of Future Dispute
In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress. For purposes of this Section 4.06 (1), the parties shall each pay any legal costs (including attorney fees and other related expenses) incurred in dispute resolution pursuant to this Section 4.06 (1), provided, however, the costs of the mediation/mediator, if any, shall be borne by the Corporation.
The parties agree that no other changes or amendments are made to Section 4.06 “Remedies in Event of Future Dispute.”
3. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
IN WITNESS WHEREOF the parties have duly executed this Amendment to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Roger L. Smith | |
Roger L. Smith, President |
SIGNED this ____ day | ) | |
of November 2011, in the presence of | ) | |
) | ||
) | ||
/s/ Jeffrey T. Klenda | ) | /s/ Penne A. Goplerud |
Witness | Penne A. Goplerud |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, President | ||
& Chief Executive Officer |
2 |
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into between Penne A. Goplerud (“Ms. Goplerud”) and Ur-Energy USA Inc. (“Corporation”) to be effective January 1, 2013 (the “Effective Date” of this Amendment No. 2).
WHEREAS, Ms. Goplerud and Corporation entered into that certain Employment Agreement effective May 17, 2011, as previously amended October 24, 2011 (“Agreement”) whereby Ms. Goplerud agreed to be employed by and the Corporation agreed to employ Ms. Goplerud as Corporate Secretary and General Counsel of Ur-Energy Inc. in accordance with the Agreement;
WHEREAS, the Corporation wishes to amend the vacation and sick leave provisions of all executive agreements of the Corporation to provide for Paid Time Off similar to other employees of the Corporation, to which Ms. Goplerud agrees, and which necessitates an amendment to the Agreement.
WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and the Amendment;
NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:
1. The parties agree that Sections 1.05 and 1.06 of the Agreement shall be replaced with a revised Section 1.05 , which shall read as follows:
Paid Time Off (“PTO”)
In lieu of vacation or paid sick leave, Ms. Goplerud shall be entitled to thirty (30) days of PTO each twelve-month period, which shall accrue commencing the Effective Date hereof at the rate of 9.23 hours each pay period (bi-weekly). This accrual of PTO will be added to the existing hours of PTO credited to the Corporation’s payroll records for Ms. Goplerud at the Effective Date. Ms. Goplerud may carry no more than 150% of one year’s PTO at any given time. If Ms. Goplerud’s accrued PTO reaches the 150% maximum, no further PTO will accrue until PTO is used and the balance is reduced below the maximum. In the event of termination, Ms. Goplerud will be paid all accrued PTO at the time of separation.
2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.
3 |
IN WITNESS WHEREOF the parties have duly executed this Amendment No. 2 to Employment Agreement on the date indicated below.
UR-ENERGY USA INC. | ||
By: | /s/ Wayne W. Heili | |
Wayne W. Heili, Chief Executive Officer |
SIGNED this ____ day | ) | |
of April 2013, in the presence of | ) | |
) | ||
) | ||
/s/ Jeffrey T. Klenda | ) | /s/ Penne A. Goplerud |
Witness | Penne A. Goplerud |
The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.
UR-ENERGY INC.
By: | /s/ Wayne W. Heili | |
Wayne W. Heili | ||
President/Chief Executive Officer |
4 |
Exhibit 18.1
March 3, 2014
Board of Directors
UR-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127
Dear Directors:
We are providing this letter to you for inclusion as an exhibit to your Form 10-K filing pursuant to Item 601 of Regulation S-K.
We have audited the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and issued our report thereon dated March 3, 2014. Note 3 to the financial statements describes a change in accounting principle relating to the nature of items that qualify for capitalization for in-situ uranium mining operations. It should be understood that the preferability of one acceptable method of accounting over another for the nature of items that qualify for capitalization for in-situ uranium mining operations has not been addressed in any authoritative accounting literature, and in expressing our concurrence below we have relied on management’s determination that this change in accounting principle is preferable. Based on our reading of management’s stated reasons and justification for this change in accounting principle in the Form 10-K, and our discussions with management as to their judgment about the relevant factors relating to the change, we concur with management that such change represents, in the Company’s circumstances, the adoption of a preferable accounting principle in conformity with Accounting Standards Codification 250, Accounting Changes and Error Corrections .
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Exhibit 21.1
SUBSIDIARIES
NAME |
STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION |
|
Ur-Energy USA Inc. |
Colorado |
Exhibit 23.1
Consent of Independent Auditor
We hereby consent to the use in the Registration Statements on Form S-8 (File Nos. 333-153098, 333-168589, 333-168590 and 333-181380) of Ur-Energy Inc. of our report dated March 3, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting of Ur-Energy Inc., which appear in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, BC
March 3, 2014
Exhibit 23.2
CONSENT OF TREC, Inc.
We hereby consent to the incorporation by reference of any mineral resource estimates or other analysis performed by us in our capacity as an independent consultant to Ur-Energy Inc. (the “Company”), which are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, in the Company’s Registration Statements on Form S-8 (File Nos. 333-153098, 333-168589, 333-168590 and 333-181380), any prospectuses or amendments or supplements thereto, and in any amendment to any of the foregoing.
Date: March 3, 2014 | TREC, Inc. | |
/s/ Douglass H. Graves P.E. | ||
Name: | Douglass H. Graves P.E. | |
Title: | Principal |
Exhibit 31.1
CERTIFICATION
I, Wayne W. Heili, certify that:
1. I have reviewed this annual report on Form 10-K of Ur-Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 3, 2014
/s/ Wayne W. Heili |
Wayne W. Heili |
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Roger Smith, certify that:
1. I have reviewed this annual report on Form 10-K of Ur-Energy Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: March 3, 2014
/s/Roger Smith |
Roger Smith |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ur-Energy Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wayne W. Heili, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 3, 2014
/s/ Wayne W. Heili |
Wayne W. Heili |
President and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ur-Energy Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roger Smith, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 3, 2014
/s/ Roger Smith |
Roger Smith |
Chief Financial Officer |