Exhibit 10.1
AGREEMENT
This
Agreement is entered into between Uranium Resources, Inc. (the
“Company” or “URI”) and David N. Clark (the
“Executive”) effective September 3,
2009. The Company and the Executive are referred to in
this Agreement together as the “Parties” or
individually as a “Party.”
RECITALS
A. Executive
is the President and Chief Executive Officer and a Director of the
Company.
B. Executive
has indicated his desire to retire from the Company and requested
the Board of Directors to find a suitable replacement.
C. The
Board of Directors has identified a suitable replacement and,
simultaneously with Executive’s resignation of his positions,
the Board is electing a new President and Chief Executive Officer
and a Director of the Company.
D. Simultaneously
herewith the Executive is resigning as President, Chief Executive
Officer and Director of the Company.
E. The
Parties desire to enter into this Agreement to state the terms of
the Executive’s resignation.
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
1. RESIGNATION
. Executive hereby resigns as President, Chief Executive
Officer and Director of the Company effective 6:00 a.m. September
3, 2009.
2. STOCK OPTIONS; RESTRICTED STOCK AND
MEDICAL AND OTHER BENEFITS. The Board of Directors and
Compensation Committee of the Company’s Board of Directors
has approved the following enhancements of Executive’s stock
options and grants of restricted stock:
a. The termination date for the
exercise of stock options covering 57,500 shares of URI common
stock granted under the Company’s 2004 Stock Incentive Plan
at an exercise price of $2.97 per share to Executive on October 3,
2006 has been extended to September 3, 2011.
b. The termination date for the
exercise of stock options covering 742,500 shares of URI common
stock granted under the Company’s 2004 Stock Incentive Plan
at an exercise price of $2.97 per share to Executive on October 3,
2006 has been extended to September 3, 2011.
c. The stock option covering 50,000
shares of URI common stock granted under the 2004 Director's Stock
Option Plan at an exercise price of $5.13 per share to Executive on
June 6, 2006 has been fully vested and the termination date for the
exercise of such option has been extended to September 3,
2011.
d. The vesting dated for the following
shares of restricted stock issued to the Executive was accelerated
such that all such shares are fully vested and fully earned on the
date hereof:
(i) 43,902 shares issued on January 2,
2009;
(ii) 50,467 shares issued on April 1,
2009; and
(iii)
21,259 shares issued on July 1, 2009.
e. Continued Salary
. The Company will continue making payments of
Executive’s salary in accordance with normal payroll
practices through December 2, 2009.
f. Payment for Accrued
Vacation . The Company will pay Executive for 28
days of accrued vacation.
g. Reports and Withholdings .
The Parties each agree to make all necessary and usual reports and
withholdings to the Internal Revenue Service, state taxing
authorities, similar agencies and the Securities and Exchange
Commission (including Company filings on Form 8-K). The
Parties agree to cooperate with one another to ensure that all
reports and withholdings resulting from this Agreement are properly
made and performed consistent with their respective
intentions.
h. Health and Dental Insurance
Benefits . After the effective date of this
Agreement and through March 3, 2010, the Executive will participate
at the Company's sole expense in the Company's health and dental
insurance plan with benefits equivalent to those that would have
been available to the Executive if the Executive had remained
employed with the Company in the position the Executive held on
September 2, 2009. At such time, the Executive will become eligible
to continue said insurance coverage on an elective basis as
permitted by, and subject to, the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”). The
Company shall not charge any administrative fees should the
Executive determine to continue his insurance coverage under
COBRA.
i. No Payment or Employee
Benefit . The Company shall provide to the Executive only the
benefits expressly stated in this Agreement.
3. CONSULTING SERVICES
.
a. For a six-month period ending March
3, 2010, Executive agrees to provide consulting services with
respect to matters as shall be reasonably requested from time to
time by the chief executive officer of the Company (but in no event
in excess of 40 hours per month), including matters related to (i)
transition of his duties and responsibilities as the Company's
chief executive officer to his successor, (ii) strategic
acquisitions, dispositions, capital raising activities and major
financings; (iii) compensation matters; and (iv) business strategy
planning. The Company will promptly reimburse Executive
for all reasonable and necessary expenses incurred in the
performance of the consulting services described in this
Agreement. Executive shall provide the consulting
services described in this Agreement from his home and during
regular business hours. Subject to the exceptions set
forth in Section 7 hereof, Executive agrees that he shall treat
confidentially any material, non-public information, trade secrets,
or proprietary data of the Company that he obtains during the
course of performing his consulting services under this
Agreement. Notwithstanding the Executive’s
agreement to provide consulting services hereunder, the Executive
may engage in such other business activities as he in his sole
discretion may determine (including, but not limited to, on behalf
of entities which are or may become competitors with the
Company).
4. EXECUTIVE’S RELEASE OF
THE COMPANY .
a. General Release
. The Executive, on behalf of himself, his heirs,
administrators, executors, personal representatives, successors,
and assigns, forever releases and discharges the Company and each
of the Company’s directors, officers, shareholders, parents,
predecessors, successors, assigns, agents, employees, attorneys,
and representatives from (i) any and all claims and causes of
action arising before the effective date of this Agreement, whether
known or unknown, and including, but not limited to, all claims
arising out of the Executive’s employment with the Company,
his resignation from the Company, or relating to any act or
omission of the Company, (ii) any and all agreements between
Executive and the Company, which are hereby declared to be
terminated and of no further force or effect, excluding only (A)
this Agreement, (B) the stock options and other equity compensation
awards referenced in this Agreement and (C) provisions under the
Company’s certificate of incorporation, bylaws or in
agreements with the Company which entitle Executive to be
indemnified for matters relating to his serving as a director
and/or officer of the Company.
b. Specific Release of Statutory
and Common Law Claims . The Executive, on behalf of
himself, his heirs, administrators, executors, personal
representatives, successors, and assigns, specifically releases the
Company, and each of the Company’s directors, officers,
shareholders, parents, predecessors, successors, assigns, agents,
employees, attorneys, and representatives, to the extent permitted
by law from all claims arising under or in connection with the
following federal and state laws, as amended, and all related
regulations: the Sarbanes-Oxley Act of 2002; Americans
with Disabilities Act of
