Energy Fuels Inc.: Exhibit 10.5 - Filed by newsfilecorp.com





EMPLOYMENT AGREEMENT 

THIS AGREEMENT is made effective October 1, 2015 

BETWEEN: 

ENERGY FUELS INC., a company
incorporated under the laws of the Province of Ontario, Canada (“EFI”), 

- and - 

ENERGY FUELS RESOURCES (USA) INC., a
company incorporated under the laws of the State of Delaware, in the United
States of America (“EFRI”), 

(EFI and EFRI are collectively referred
to herein as the “Company”) 

- and - 

STEPHEN P. ANTONY, of the City of
Lakewood, in the State of Colorado, in the United States of America, 

(the “Executive”) 

WHEREAS the Executive has been employed by the Company pursuant
to an Employment Agreement dated October 1, 2012 as President and Chief
Executive Officer for a three year term commencing October 1, 2012, and the
parties have agreed that effective October 1, 2015 this Employment Agreement
will replace and supersede the Employment Agreement dated October 1, 2012. In
accepting the terms and conditions of this Employment Agreement the Company and
the Executive will relinquish all rights under the Employment Agreement dated
October 1, 2012; 

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the foregoing and the mutual covenants and agreements set out below and other
good and valuable consideration, the parties hereby agree as follows: 

	1. 	
      EMPLOYMENT



1.01     Term. The Company
will employ the Executive for a fixed term of three (3) years commencing October
1, 2015 and ending on September 30, 2018. The Executive’s employment with the
Company will automatically terminate on September 30, 2018, subject to any
renewal pursuant to Section 3 below, and subject to earlier termination of his
employment pursuant to Section 4 or 5 below. It is understood that the Executive
will be appointed President and Chief Executive Officer of EFI and EFRI during
the term of this Agreement, but that his direct employment relationship will be
as an employee of EFRI. 




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1.02     Position, Reporting
Relationship, and Responsibilities. The Company will employ the
Executive, and the Executive will serve the Company, in the position of
President and Chief Executive Officer. As President and Chief Executive Officer
the Executive will report to the Board of Directors of EFI (the “Board of
Directors”) and will discharge the responsibilities and exercise the authority
expected of a President and Chief Executive Officer of a public mining company,
and such other responsibilities and authority as may be reasonably assigned to
and vested in the Executive by the Board of Directors. The Executive will hold
an active seat on the Board of Directors as a voting director and will be
entitled to continue as a Director for so long as he remains President and Chief
Executive Officer of the Company. The Executive will serve as a Director with no
additional compensation, and upon his termination of employment for any reason,
the Executive will forthwith resign his position as a member of the Board of
Directors, unless otherwise requested by the Board of Directors and agreed to by
the Executive. 

1.03     Full and Faithful
Service. During the term of the Executive’s employment, the Executive
will serve the Company faithfully honestly, diligently and to the best of the
Executive’s ability. The Executive will, except in the case of illness or
accident, devote all of the Executive’s working time and attention to the
Executive’s responsibilities to the Company and will use the Executive’s best
efforts to promote the interests of the Company. 

1.04     Place of Work. The
Executive will discharge his responsibilities from the Company’s offices located
in Lakewood, Colorado or such other locations as may be mutually agreed by the
Executive and the Board of Directors. The Executive acknowledges that the
position of President and Chief Executive Officer will require him to travel
throughout Canada and the United States of America and to such international
locations as are required to raise and maintain the Company’s profile with
investors. 

	2. 	
      COMPENSATION



2.01     Base Salary. EFRI
will pay the Executive a gross base salary (“Base Salary”) (before statutorily
required deductions) of $390,000 per annum, which shall be paid in accordance
with EFRI’s standard payroll practice. The Compensation Committee of the Board
of Directors will review the Executive’s Base Salary annually, and the Board of
Directors may increase the Base Salary in its discretion having regard to the
remuneration paid to executives in comparable positions in the mining industry
peer group determined by the Board (the “Peer Group”) and increases (if any) in
the cost of living in Colorado. After any such change, the Executive’s new level
of Base Salary shall be the Executive’s Base Salary for purposes of this
Agreement until the effective date of any subsequent change. 

2.02     Annual Performance
Bonus. Within ninety (90) days after the commencement of each fiscal
year the Compensation Committee of the Board of Directors will establish
reasonable corporate and individual performance objectives for the fiscal year,
and a targeted payout formula for the achievement of performance objectives The
performance objectives and targeted payout formula established by the Board of
Directors for any fiscal year will not be considered a precedent for any
subsequent fiscal year, and the Board of Directors will have absolute discretion
to determine the performance objectives and targeted payout formula for any
given fiscal year, provided that the potential payout will be in the range of 0%
to 150% of Base Salary depending upon the Executive’s performance against the
performance objectives established by the Board of Directors. Within ninety (90)
days after the end of each fiscal year the Compensation Committee will review
the Executive’s performance for the fiscal year and consider the extent to which
the performance objectives have been achieved. The Executive’s entitlement to
any annual performance bonus will be assessed and determined by the Board of
Directors in its discretion acting reasonably after reviewing the
recommendations of the Compensation Committee. The Board of Directors will have
final discretion to determine the annual performance bonus, if any, to be paid
to the Executive for the fiscal year and the components of the payout which may
include a cash bonus, stock options, restricted stock units (“RSUs”), or other
forms of equity based compensation, or any combination thereof. The payout
components for any fiscal year will not be considered a precedent for any
subsequent fiscal year, and the Board of Directors will have final discretion to
determine the payout components in any given fiscal year. The Executive’s annual
performance bonus for the fiscal year, if any, will be awarded and paid within
ninety (90) days after the end of the fiscal year provided that the Executive
remains employed on the last day of the fiscal year for which the bonus is
awarded. 




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2.03     Benefits. The
Executive will be entitled to participate in the benefit plans offered to the
Company’s employees including 401K Plan, and health and dental insurance. The
benefits will be provided in accordance with and subject to the terms and
conditions of the applicable plan, fund or arrangement relating to such benefits
in effect from time to time. The Executive will have the option during the Term
of this Agreement of purchasing private health and dental insurance in lieu of
participating in the Company’s group insurance plan, in which case the Company
will reimburse the Executive for 80% of the premiums for private coverage up to
a maximum of 80% of the premiums for group coverage provided that the Executive
requests such reimbursement and such reimbursement is made no later than the
last day of the calendar year following the calendar year in which the premium
expense was incurred. The Executive acknowledges that the Company may amend or
terminate the benefits from time to time in the Company’s discretion. The
Executive will apply for key man insurance coverage in the amount of $2,000,000
for the benefit of the Company the premiums for which will be paid for by the
Company.

2.04     Automobile. The
Company will provide the Executive with an automobile (obtained through either
company or individual lease or purchase) for his unrestricted use, and will pay
all reasonable maintenance and operating costs. The automobile will be suitable
for both highway travel and off-road travel to access Company properties.

2.05     Annual Medical. The
Company will reimburse the Executive for the cost of a comprehensive annual
medical examination for each year of this Agreement, provided that the Executive
requests such reimbursement and such reimbursement is made no later than the
last day of the calendar year following the calendar year in which the
examination expense was incurred. The Executive will promptly notify the Board
of Directors if the annual medical examination reveals any condition which may
interfere with the Executive’s ability to perform the essential requirements of
the position of President and Chief Executive Officer, and if requested by the
Board of Directors the Executive will provide the details of the condition and
the potential impact on his ability to perform the essential requirements of his
position to enable the Board of Directors to determine how best to accommodate the
Executive and protect the critical business interests of the Company.




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2.06     Expenses. The
Company will pay or reimburse the Executive for all business travel, business
development, public relations, conference, entertainment, and other
out-of-pocket expenses of the Executive which are reasonably incurred or paid by
the Executive in the performance of the Executive’s responsibilities upon
presentation of expense statements and receipts or such other supporting
documentation as the Company may reasonably require and subject to the approval
of the Chairman of the Board of Directors in accordance with the Company Travel
& Expense Policy. 

2.07     Vacation. In
addition to any statutory holidays, the Executive will be entitled to take five
(5) weeks paid vacation in each calendar year. Vacation will be taken by the
Executive at such time as may be acceptable to the Board of Directors having
regard to the operations of the Company. Unless provided otherwise in the
Company’s vacation policy applicable to all salaried employees, if the Executive
does not take the full vacation to which the Executive is entitled in any
calendar year, the unused vacation will not be carried over to the next year. If
the Executive’s employment is terminated pursuant to Section 4 or 5, the
Executive will be entitled to receive payment of any outstanding vacation pay
accrued to the effective date of termination of the Executive’s employment. 

2.08     Renewal Bonus. The
Company will pay the Executive a special one-time renewal bonus in the amount of
$100,000 subject to statutory deductions, of which $50,000 will be payable in
cash upon execution of this Agreement and the remainder will be payable in RSUs,
based on the value weighted average price on the NYSE MKT for the five trading
days ending on October 1, 2015. The RSUs will vest as to 50% on January 28,
2016, 25% on January 28, 2017 and the remaining 25% on January 28, 2018, and
upon vesting will entitle the Executive to one common share of the Company for
each RSU without the payment of any additional consideration by the Executive.
Such shares shall bear such legends and shall be subject to such trading
restrictions as may be required by applicable law and stock exchange rules. The
Company will withhold and sell such number of shares issuable on the vesting of
RSUs as required to satisfy its tax withholding requirements. 

	3. 	
      RENEWAL



3.01     Offer to Renew. The
Company may offer to renew this Agreement for a successive fixed term commencing
on October 1, 2018. If the Company wishes to renew this Agreement, the Company
will provide the Executive with notice in writing by not later than July 1,
2018. Such notice will include the Company’s proposals for the length of the
successive fixed term and any changes in the terms and conditions of the
Executive’s employment. The Executive will either communicate his acceptance of
such offer, deliver a counter proposal, or notify the Company that he does not
wish to renew this Agreement, within fifteen (15) days after receipt of such
offer. The Company will respond in writing to any counter proposal the Executive
may make within fifteen days (15) after receipt of such counter proposal. The
length of the successive fixed term and any proposed changes in Base Salary,
annual performance bonus, benefits or other terms and conditions of employment
must be agreed upon in writing.




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3.02     Non-Renewal. In the
event that: 

	(a) 	
      The Company does not offer to renew this
  Agreement,

	 	 
	(b) 	
      The Company does offer to renew this Agreement,
    but:




	 	(i) 	
      The Executive notifies the Company that he does not wish
      to renew this Agreement, or

	 	 	 
	 	(ii) 	
      The Executive delivers a counter proposal which is not
      accepted by the Company,



this Agreement will automatically expire and the Executive’s
employment will terminate at the end of the three (3) year fixed term on
September 30, 2018, without any further notice or payment of any kind either by
way of anticipated earnings or damages of any kind except for unpaid Base Salary
and vacation pay accrued to the end of the fixed term. All stock options
previously granted to the Executive that have neither vested nor expired as of
the end of the fixed term on September 30, 2018 will automatically vest and the
Executive will have ninety (90) days from the effective date of termination of
the Executive’s employment to exercise his stock options and thereafter the
Executive’s stock options will expire and the Executive will have no further
right to exercise his stock options. Any period of restriction and other
restrictions imposed on all RSUs shall lapse, and all RSUs shall be immediately
settled and payable, and all other securities awarded shall vest and/or
accelerate in accordance with Article 16 of the EFI Omnibus Equity Incentive
Plan or the comparable provisions of any other equity incentive plan under which
such securities may have been issued. 

	4. 	
      TERMINATION



4.01     Termination for Just
Cause. The Company may terminate the Executive’s employment at any time
for just cause, without notice or payment of any compensation either by way of
anticipated earnings or damages of any kind except for unpaid Base Salary and
accrued cash benefits up to and including the effective date of termination of
the Executive’s employment. The Executive will forfeit any entitlement he may
have to receive any payment of annual performance bonus which, but for the
termination of the Executive’s employment for just cause, would otherwise have
been paid to the Executive pursuant to Section 2.02 above. That payment shall be
made in one lump sum, less required tax withholding, within ten (10) working
days after the effective date of such termination. The Executive will have up to
the earlier of: (i) ninety (90) days from the effective date of termination of
the Executive’s employment; and (ii) the date on which the exercise period of
the particular stock option expires, to exercise only that portion of the stock
options previously granted to the Executive that have not been exercised, but
which have vested, and thereafter the Executive’s stock options will expire and
the Executive will have no further right to exercise the stock options. Any
stock options held by the Executive that are not yet vested at the termination
date immediately expire and are cancelled and forfeited to the Company on the
termination date. Any RSUs held by the Executive that have vested before the
termination date shall be paid (or the shares issuable thereunder issued) to the
Executive. Any RSUs held by the Executive that are not vested at the termination
date will be immediately cancelled and forfeited to the Company on the termination date.
The rights of the Executive upon termination in respect of any other awards
granted to the Executive under any of the Company’s equity compensation plans
shall be as set forth in such plans or in the award agreement for any such
awards, as applicable. “Just cause” will mean any one or more of the following
events: 




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	(a) 	
      theft, fraud, dishonesty, misappropriation, or wilful
      misconduct by the Executive involving the property, business or affairs of
      the Company or the discharge of the Executive’s responsibilities or the
      exercise of his authority;

	 	 
	(b) 	
      the wilful failure by the Executive to properly discharge
      his responsibilities or to adhere to the policies of the Company after
      notice by the Company of the failure to do so and an opportunity for the
      Executive to correct the failure within thirty (30) days from the receipt
      of such notice;

	 	 
	(c) 	
      the Executive’s gross negligence in the discharge of his
      responsibilities or involving the property, business or affairs of the
      Company to the material detriment of the Company;

	 	 
	(d) 	
      the Executive’s conviction of a criminal or other
      statutory offence that constitutes a felony or which has a potential
      sentence of imprisonment greater than six (6) months or the Executive’s
      conviction of a criminal or other statutory offence involving, in the sole
      discretion of the Board of Directors, moral turpitude;

	 	 
	(e) 	
      the Executive’s breach of a fiduciary duty owed to the
      Company;

	 	 
	(f) 	
      any breach by the Executive of the covenants contained in
      Sections 6 and 7 below;

	 	 
	(g) 	
      the Executive’s refusal to follow the lawful written
      direction of the Board of Directors;

	 	 
	(h) 	
      any conduct of the Executive which, in the opinion of the
      Board of Directors, is materially detrimental or embarrassing to the
      Company;

	 	 
	(i) 	
      any other conduct by the Executive that would constitute
      “just cause” as that term is defined at law.



If the parties disagree as to whether the Company had Just
Cause to terminate the Executive’s employment, the dispute will be submitted to
binding arbitration pursuant to Section 9 below. 

4.02     Termination without Just
Cause. The Company may terminate the Executive’s employment at any time
without just cause by written notice to the Executive specifying the effective
date of termination. As of the effective date of termination, Executive’s
employment and position with the Company shall terminate, and in lieu of any
other severance benefit that would otherwise be payable to Executive: 

	(a) 	
      The Company will pay the Executive all accrued
      obligations (“Accrued Obligations”), including outstanding Base Salary,
      accrued vacation pay and any other cash
benefits accrued up to and including the effective date of termination
of the Executive’s employment, less required tax withholding, to be paid on the
effective date of termination of employment, or within no more than five (5)
working days thereafter, and will reimburse the Executive for all proper
expenses incurred by the Executive in discharging his responsibilities to the
Company prior to the effective date of termination of the Executive’s employment
in accordance with Section 2.06 above. 







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	(b) 	
      The Company will provide the Executive with a lump sum
      payment equal to:




	 	(i) 	
      two and one-half (21⁄2) times the Executive’s Base Salary,
      plus

	 	 	 
	 	(ii) 	
      an amount equal to the greater
of:




	 	A. 	
      Two and one-half (21⁄2) times the highest of Executive’s
      last three years’ cash bonus; or

	 	 	 
	 	B. 	
      Fifteen percent (15%) of Executive’s Base Salary in
      effect at the time of such termination,




	 	(iii) 	
      less any amount of Succession Bonus paid to the Executive
      under Section 4.06(a) on or prior to the effective date of termination of
      employment,

	 	 	 
	 	(iv) 	
  less required tax withholding,



to be paid within thirty (30) working
days after the effective date of termination of employment. 

	(c) 	
      The Executive will have up to the earlier of: (i) ninety
      (90) days from the effective date of termination of the Executive’s
      employment; and (ii) the date on which the exercise period of the
      particular stock option expires, to exercise only that portion of the
      stock options previously granted to the Executive that have not been
      exercised, but which have vested, and thereafter the Executive’s stock
      options will expire and the Executive will have no further right to
      exercise the stock options. Any stock options held by the Executive that
      are not yet vested at the termination date immediately expire and are
      cancelled and forfeited to the Company on the termination date. Any RSUs
      held by the Executive that have vested before the termination date shall
      be paid (or the shares issuable thereunder issued) to the Executive. Any
      RSUs held by the Executive that are not vested at the termination date
      will be immediately cancelled and forfeited to the Company on the
      termination date. The rights of the Executive upon termination in respect
      of any other awards granted to the Executive under any of the Company’s
      equity compensation plans shall be as set forth in such plans or in the
      award agreement for any such awards, as applicable.

	 	 
	(d) 	
      The Company will transfer ownership of the automobile if
      it is owned by the Company to the Executive at no cost to the Executive
      except for any taxable benefit associated with the transfer, or if the
      automobile is leased by the Company for the Executive’s sole use the
      Company will exercise the option to buy-out the lease and will transfer
      ownership of the automobile to the Executive at no cost to the Executive
except for any taxable benefit associated with the transfer. If the Executive
personally leases or owns the automobile, the Company will exercise the option
to buy-out the Executive’s lease and/or pay off the balance due to the lender
from the Executive so that the Executive obtains 100% ownership of the
automobile. In any case the Executive will be responsible for any taxable
benefit associated with the transfer of ownership of the automobile to the
Executive, which the Company may deduct from the amounts payable to the
Executive under paragraph 4.02 (b) above. 







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	(e) 	
      Upon termination, the Company, and any and all companies
      who purchase, whether it be a purchase of the Company or the purchase of
      the Company’s assets, merge or consolidate with the Company, agree to
      reimburse the Executive the full cost of the COBRA continuation rate
      charged for employee and spouse coverage, through the EFRI Health and
      Welfare Plan on a monthly basis, for a period of 30 months beyond the
      Executive’s termination month. The Executive and his spouse may, at their
      choosing, enroll in the COBRA continuation plan through EFRI for the first
      eighteen months following the Executive’s termination month or, if they
      choose, they may enroll in a separate plan of their choosing, by using the
      reimbursement to enroll in medical and prescription insurance of their
      choosing. Reimbursement at the rate described herein will continue for 30
      months beyond the Executive’s termination month, but beginning with the
      nineteenth month, the Executive and his spouse will need to obtain
      coverage from a different source than the COBRA continuation plan through
      EFRI. The reimbursement will be to the Executive and his spouse directly,
      will be non-taxable as a reimbursement of cost for coverage of the
      premiums charged by the insurance carriers for the COBRA continuation
      coverage for the current month of reimbursement. The reimbursed cost of
      COBRA coverage will be indexed annually, and will match the rate charged
      for any month of coverage available by the insurance carrier for Medical,
      Dental, and Optical coverage through EFRI for employee and spouse
      coverage. Both the Executive and his spouse, will have the option of
      purchasing a medical plan separate from the plan offered by
  EFRI.



The foregoing amounts and benefits represent the Company’s
maximum obligations, and other than as set out in this Section 4.02, the
Executive will not be entitled to any further compensation, rights or benefits
in connection with his employment. The payments contemplated in this Section
4.02(a) and (b) (the “Severance Payment”) will be paid by the Company and the
Company will provide the severance compensation contemplated in Sections
4.02(c), (d) and (e) in full satisfaction of any and all entitlement that the
Executive may have to notice of termination or payment in lieu of such notice,
severance pay, and any other payment to which the Executive may otherwise be
entitled pursuant to applicable law. With respect to any amount that becomes
payable to the Executive under this Agreement upon termination of Executive’s
employment with the Company for any reason (including under Sections 4.03, 4.05,
4.06 and 5.01) the provisions of this paragraph will apply, notwithstanding any
other provision of this Agreement to the contrary. To the extent required under
Section 409A of the Internal Revenue Code, (i) such amount shall be payable only
if such termination of Executive’s employment is a “separation from service,”
within the meaning of Code Section 409A, with the Company and all persons and
entities with which the Company would be considered a single employer under Code Section 414(b) or (c), and (ii) if the
Company determines in good faith that Executive is a “specified employee” within
the meaning of Code Section 409A at the time of Executive’s separation from
service, then (A) any amount that becomes payable to Executive upon such
separation from service and that otherwise would be payable prior to the date
that is six months and one day after the date of Executive’s separation from
service (the “Alternate Payment Date”) shall be payable in a
single payment on the Alternate Payment Date (or, if earlier, within 30 days
following the death of Executive during the period from Executive’s separation
from service through the Alternate Payment Date), with no interest accruing on
such amounts from the date of Executive’s separation from service through the
date of payment of such amount, and (B) any amount that becomes payable to
Executive upon Executive’s separation from service that otherwise would be
payable on or after the Alternate Payment Date shall be payable on the date
otherwise specified for payment in this Agreement. 




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4.03     Disability. If the
Executive is unable, with or without reasonable accommodation, to perform with
reasonable diligence the ordinary functions and duties of the Executive on a
full-time basis in accordance with the terms of this Agreement by reason of
mental or physical impairment, for a continuous period of one hundred and eighty
(180) days, the Executive will be deemed to be “Disabled”, and the Company may
terminate the Executive’s employment. The providing of service to the Company
for up to two (2) three (3) day periods during the one hundred and eighty (180)
day period of disability will not affect the determination as to whether the
Executive is Disabled and will not restart the one hundred and eighty (180) day
period of disability. If any dispute arises between the parties as to whether
the Executive is Disabled, the Executive will submit to an examination by a
physician selected by the mutual agreement of the Company and the Executive, at
the Company’s expense. The decision of the physician will be certified in
writing to the Company, and will be sent by the Company to the Executive or the
Executive’s legally authorized representative, and will be conclusive for the
purposes of determining whether the Executive is Disabled. If the Executive
fails to submit to a medical examination within twenty (20) days after the
Company’s request, the Executive will be deemed to have voluntarily terminated
his employment. If the Company terminates the Executive’s employment for
disability, the provisions of Sections 4.02(a), (b), (c), (d) and (e) above will
apply, and the Company will pay the Executive the amounts and take the actions
specified in those Sections. Any Base Salary payable to the Executive during the
one hundred and eighty (180) day period of disability will be reduced by the
amount of any disability benefits the Executive receives or is entitled to
receive as a result of any disability insurance policies for which the Company
has paid the premiums. The foregoing amounts represent the Company’s maximum
obligations, and other than as set out in this Section 4.03, the Executive will
not be entitled to any further compensation, rights or benefits in connection
with his employment. 

4.04     Voluntary
Resignation. The Executive may terminate the Executive’s employment with
the Company by providing ninety (90) days advance written notice of resignation.
The Company reserves the right to waive any resignation notice in excess of
ninety (90) days. The Company will pay to the Executive the amounts specified in
Section 4.02(a) above. The Executive will have up to the earlier of: (i) ninety
(90) days from the effective date of resignation; and (ii) the date on which the
exercise period of the particular stock option expires, to exercise only that
portion of the stock options previously granted to the Executive that have not
been exercised, but which have vested, and thereafter the Executive’s stock
options will expire and the Executive will have no further right to exercise
the stock options. Any stock options held by the Executive that are not yet
vested at the resignation date immediately expire and are cancelled and
forfeited to the Company on the resignation date. Any RSUs held by the Executive
that have vested before the resignation date shall be paid (or the shares
issuable thereunder issued) to the Executive. Any RSUs held by the Executive
that are not vested at the resignation date will be immediately cancelled and
forfeited to the Company on the resignation date. The rights of the Executive
upon resignation in respect of any other awards granted to the Executive under
any of the Company’s equity compensation plans shall be as set forth in such
plans or in the award agreement for any such awards, as applicable. The
foregoing amounts represent the Company’s maximum obligations, and other than as
set out in this Section 4.04, the Executive will not be entitled to any further
compensation, rights or benefits in connection with his employment. 




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4.05     Death. The
Executive’s employment will automatically terminate upon the Executive’s death.
The provisions of Sections 4.02(a), (b), (d) and (e) above will apply, and the
Company will pay the Executive’s Estate the amounts and will take the actions
specified in those Sections on the basis that the date of the Executive’s death
shall be considered to be his termination date for purposes of those sections.
The legal personal representatives of the Executive will have up to the earlier
of: (i)12 months from the date of the Executive’s death; and (ii) the date on
which the exercise period of the particular stock option expires, to exercise
all stock options previously granted to the Executive that have not been
exercised, but which have vested as of the date of the Executive’s death and
thereafter the Executive’s stock options will expire and the Executive will have
no further right to exercise his stock options. All options which have not
vested as of the date of the Executive’s death will be forfeited. Any RSUs held
by the Executive that have vested before the termination date shall be paid (or
the shares issuable thereunder issued) to the Executive’s estate. Any RSUs held
by the Executive that are not vested at the termination date will be immediately
cancelled and forfeited to the Company on the termination date. The rights of
the Executive and the Executive’s estate in respect of any other awards granted
to the Executive under any of the Company’s equity compensation plans shall be
as set forth in such plans or in the award agreement for any such awards, as
applicable. The foregoing amounts represent the Company’s maximum obligations to
the Executive’s Estate, and other than as set out in this Section 4.05, the
Executive’s Estate will not be entitled to any further compensation, rights or
benefits in connection with the Executive’s employment. 

4.06     Succession Bonus/Retirement
after Successor has been Appointed.

	(a) 	
      The Executive will be entitled to a succession bonus (the
      “Succession Bonus”) in the total amount of $1,350,000, less required tax
      withholdings, in connection with the appointment by the Board of a
      replacement President and Chief Executive Officer for the Company. The
      Succession Bonus will be paid as to one-third upon employment by the
      Company of a candidate suitable to the Board as Chief Operating Officer,
      as to two-thirds (less any portion of the Succession Bonus paid prior
      thereto) upon Board appointment of a candidate as President of the
      Company, and as to 100% (less any portions of the Succession Bonus paid
      prior thereto) upon Board appointment of a candidate as President and
      Chief Executive officer of the Company. As indicated above and below, any
      amounts paid as Succession Bonus will be deducted from amounts otherwise
      payable to the Executive for termination without cause, termination due to
disability, upon the death of the Executive, or termination or resignation with
good reason upon a change of control.







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	(b) 	
      The Executive will retire from the Company upon Board
      appointment of the Executive’s successor as President and Chief Executive
      Officer of the Company.

	 	 
	(c) 	
      Upon retirement after Board appointment of the
      Executive’s successor as President and Chief Executive Officer, under the
      circumstances set out in paragraph (b),




	 	(i) 	
      The provisions of Sections 4.02(a), (d) and (e) above
      will apply, and the Company will pay the Executive the amounts and will
      take the actions specified in those Sections on the basis that the
      Executive’s retirement date shall be considered to be his termination date
      for purposes of those sections; and

	 	 	 
	 	(ii) 	
      all of the stock options previously granted to the
      Executive that have neither vested nor expired will automatically vest and
      become immediately exercisable, and will continue to be exercisable for a
      period of six months after the Executive’s date of retirement, any period
      of restriction and other restrictions imposed on all RSUs shall lapse, all
      RSUs shall be immediately settled and payable (or the shares issuable
      thereunder issued), and all other securities awarded under the EFI Omnibus
      Equity Incentive Plan or any other equity incentive plan shall vest and/or
      accelerate effective as of the date of retirement.



4.07     Full Payment; No Mitigation
Obligation. The Company’s obligation to make the payments provided for
in this Section 4 and otherwise to perform its obligations under this Agreement
shall be subject to any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against the Executive. 

4.08     Delivery of Release.
Within ten (10) working days after termination of Executive’s employment, and as
a condition for and in consideration of receipt of the payments set forth in
Sections 4.02, 4.03, 4.05, 4.06 or 5.01, the Company shall provide to Executive,
or Executive’s legal representative, a form of written release, which form shall
be satisfactory to the Company and generally consistent with the form of release
used by the Company prior to such termination of employment (the “Release”) and
which shall provide a full release of all claims against the Company and its
corporate affiliates, except where the Executive has been named as a defendant
in a legal action arising out of the performance of Executive’s responsibilities
in which case the Release will exempt any claims which the Executive may have
for indemnity by the Company with respect to any such legal action. As a
condition to and in consideration of the obligation of the Company to make the
payments provided for in such Sections, Executive, or Executive’s legal
representative, shall execute and deliver the Release to the Company within the
time periods provided for in said Release. 




12

	5. 	
      CHANGE OF CONTROL



5.01     In the event of a Change of
Control of the Company during the term of this Agreement, or any renewal of this
Agreement, if, within twelve (12) months following the effective date of the
Change of Control, the Company, or its successor, (collectively the Company in
this Section 5) terminates the employment of the Executive, or the Executive
resigns from employment with the Company for Good Reason: 

(a)     The provisions of Section 4.02(a)
above will apply, and the Company will pay the Executive the amounts and take
the actions specified therein; and 

(b) In addition, provided the Company has not
terminated the Executive’s employment for just cause, and the Executive signs a
Release contemplated by Section 4.08, the provisions of Sections 4.02(b), (d)
and (e) above will apply, and the Company will pay the Executive the amounts and
take the actions specified in those Sections.

5.02     The compensation set out in this
Section 5 represents the Company’s maximum obligations, and other than as set
out herein, the Executive will not be entitled to any other compensation, rights
or benefits in connection with Executive’s employment or the termination of
Executive’s employment.

5.03     For the purposes of this
Agreement, 

(a)     “Change of Control” will mean the
happening of any of the following events: 

	 	(i) 	
      any transaction at any time and by whatever means
      pursuant to which (A) EFI goes out of existence by any means, except for
      any corporate transaction or reorganization in which the proportionate
      voting power among holders of securities of the entity resulting from such
      corporate transaction or reorganization is substantially the same as the
      proportionate voting power of such holders of EFI voting securities
      immediately prior to such corporate transaction or reorganization or (B)
      any Person (as defined in the Securities Act (Ontario)) or any
      group of two or more Persons acting jointly or in concert (other than EFI,
      a wholly-owned Subsidiary of EFI, an Executive benefit plan of EFI or of
      any of its wholly-owned Subsidiaries (as defined in the Securities Act
      (Ontario)), including the trustee of any such plan acting as trustee)
      hereafter acquires the direct or indirect “beneficial ownership” (as
      defined by the Business Corporations Act (Ontario)) of, or acquires
      the right to exercise control or direction over, securities of EFI
      representing 50% or more of EFI’s then issued and outstanding securities
      in any manner whatsoever, including, without limitation, as a result of a
      take-over bid, an exchange of securities, an amalgamation of EFI with any
      other entity, an arrangement, a capital reorganization or any other
      business combination or reorganization;







13

		(ii) 	
      the sale, assignment or other transfer of all or
      substantially all of the assets of EFI in one or a series of transactions,
      whether or not related, to a Person or any group of two or more Persons
      acting jointly and in concert, other than a wholly-owned Subsidiary of
      EFI; 

	 	 	
      

		(iii) 	
      the dissolution or liquidation of EFI except in
      connection with the distribution of assets of EFI to one or more Persons
      which were wholly- owned Subsidiaries of EFI immediately prior to such
      event; 

	 	 	
      

		(iv) 	
      the occurrence of a transaction requiring approval of
      EFI’s shareholders whereby EFI is acquired through consolidation, merger,
      exchange of securities, purchase of assets, amalgamation, arrangement or
      otherwise by any other Person (other than a short form amalgamation or
      exchange of securities with a wholly-owned Subsidiary of EFI); 

	 	 	
      

		(v) 	
      an event set forth in (i), (ii), (iii) or (iv) has
      occurred with respect to EFRI, in which case the term “EFI” in those
      paragraphs will be read to mean “EFRI” and the phrase “wholly-owned
      Subsidiary(ies)” will be read to mean “ Affiliate(s) or wholly-owned
      Subsidiary(ies)”; or 

	 	 	
      

		(vi) 	
      the Board of Directors of EFI or EFRI passes a resolution
      to the effect that, an event set forth in (i), (ii), (iii), (iii) or (iv)
      above has occurred. 



(b)     “Good Reason” means, without the
written agreement of the Executive, there is: 

(i)     a material reduction or diminution
in the level of responsibility, or office of the Executive, provided that before
any claim of material reduction or diminution of responsibility may be relied
upon by the Executive, the Executive must have provided written notice to the
Executive’s supervisor and EFI’s Board of Directors of the alleged material
reduction or diminution of responsibility and have given EFI at least thirty
(30) calendar days within which to cure the alleged material reduction or
diminution of responsibility; 

(ii)    a reduction in the compensation level of
the Executive, taken as a whole, of more than five (5) percent; 

(iii)   a proposed, forced relocation of Executive to
another geographic location greater than fifty (50) miles from the Executive’s
office location at the time a move is requested after a Change of Control. 

5.04     Upon a Change of Control, in
accordance with Article 16 of the EFI Omnibus Equity Incentive Compensation Plan
all of the stock options previously granted to the Executive that have neither
vested nor expired will automatically vest and become immediately exercisable,
any period of restriction and other restrictions imposed on all RSUs shall
lapse, and all RSUs shall be immediately settled and payable (or the shares
issuable thereunder issued), and all other securities awarded shall vest and/or
accelerate in accordance with Article 16 of the EFI Omnibus Equity Incentive Plan or the comparable provisions of any other
equity incentive plan under which such securities may have been issued.




14


5.05     The Executive will have ninety
(90) days from the effective date of the termination of the Executive’s
employment to exercise any stock options which had vested as of the effective
date of termination and thereafter the Executive’s stock options will expire and
the Executive will have no further right to exercise the stock options. 

	6. 	
      CONFIDENTIALITY



6.01     Position of Trust and
Confidence. The Executive acknowledges that in the course of discharging
his responsibilities as President and Chief Executive Officer of the Company, he
will occupy a position of trust and confidence with respect to the affairs and
business of the Company and its customers and clients, and that he will have
access to and be entrusted with detailed confidential information concerning the
present and contemplated mining and exploration projects, prospects, and
opportunities of the Company. The Executive acknowledges that the disclosure of
any such confidential information to the competitors of the Company or to the
general public would be highly detrimental to the best interests of the Company.
The Executive further acknowledges and agrees that the right to maintain such
detailed confidential information constitutes a proprietary right which the
Company is entitled to protect. 

6.02     “Confidential
Information” means any information disclosed by or on behalf of the
Company to the Executive or developed by the Executive in the performance of his
responsibilities at any time before or after the execution of this Agreement,
and includes any information, documents, or other materials (including, without
limitation, any drawings, notes, data, reports, photographs, audio and/or video
recordings, samples and the like) relating to the business or affairs of the
Company or its respective customers, clients or suppliers that is confidential
or proprietary, whether or not such information: 

	(i) 	
      is reduced to writing;

	 	 
	(ii) 	
      was created or originated by an employee; or

	 	 
	(iii) 	
      is designated or marked as “Confidential” or
      “Proprietary” or some other designation or
marking.



The Confidential Information includes, but is not limited to,
the following categories of information relating to the Company: 

	(a) 	
      information concerning the present and contemplated
      mining, milling, processing and exploration projects, prospects and
      opportunities, including joint venture projects, of the Company;

	 	 
	(b) 	
      information concerning the application for permitting and
      eventual development or construction of the Company’s properties, the
      status of regulatory and environmental matters, the compliance status with
      respect to licenses, permits, laws and regulations, property and title
      matters and legal and litigation matters;







15

	(c) 	
      information of a technical nature such as ideas,
      discoveries, inventions, improvements, trade secrets, now-how,
      manufacturing processes, specifications, writings and other works of
      authorship;

	 	 
	(c) 	
      financial and business information such as the Company’s
      business and strategic plans, earnings, assets, debts, prices, pricing
      structure, volume of purchases or sales, production, revenue and expense
      projections, historical financial statements, financial projections and
      budgets, historical and projected sales, capital spending budgets and
      plans, or other financial data whether related to the Company’s business
      generally, or to particular products, services, geographic areas, or time
      periods;

	 	 
	(d) 	
      supply and service information such as goods and services
      suppliers’ names or addresses, terms of supply or service contracts of
      particular transactions, or related information about potential suppliers
      to the extent that such information is not generally known to the public,
      and to the extent that the combination of suppliers or use of a particular
      supplier, although generally known or available, yields advantages to the
      Company, the details of which are not generally known;

	 	 
	(e) 	
      marketing information, such as details about ongoing or
      proposed marketing programs or agreements by or on behalf of the Company,
      sales forecasts or results of marketing efforts or information about
      impending transactions;

	 	 
	(f) 	
      personnel information relating to employees, contractors,
      or agents, such as personal histories, compensation or other terms of
      employment or engagement, actual or proposed promotions, hirings,
      resignations, disciplinary actions, terminations or reasons therefor,
      training methods, performance, or other employee information;

	 	 
	(g) 	
      customer information, such as any compilation of past,
      existing or prospective customer’s names, addresses, backgrounds,
      requirements, records of purchases and prices, proposals or agreements
      between customers and the Company, status of customer accounts or credit,
      or related information about actual or prospective customers;

	 	 
	(h) 	
      computer software of any type or form and in any stage of
      actual or anticipated development, including but not limited to, programs
      and program modules, routines and subroutines, procedures, algorithms,
      design concepts, design specifications (design notes, annotations,
      documentation, float charts, coding sheets, and the like), source codes,
      object code and load modules, programming, program patches and system
      designs; and

	 	 
	(i) 	
      all information which becomes known to the Executive as a
      result of the Executive’s employment by the Company, which the Executive
      acting reasonably, believes or ought to believe is confidential or
      proprietary information from its nature and from the circumstances
      surrounding its disclosure to the Executive.



6.03     Non-Disclosure. The
Executive, both during his employment and at all times after the termination of
his employment irrespective of the time, manner or cause of termination, will:





16

	(a) 	
      retain in confidence all of the Confidential
      Information;

	 	 
	(b) 	
      refrain from disclosing to any person including, but not
      limited to, customers and suppliers of the Company, any of the
      Confidential Information except for the purpose of carrying out the
      Executive’s responsibilities with the Company, and

	 	 
	(c) 	
      refrain from directly or indirectly using or attempting
      to use such Confidential Information in any way, except for the purpose of
      carrying out the Executive’s responsibilities with the
  Company.



The Executive shall deliver promptly to the Company, at the
termination of the Executive’s employment, or at any other time at the Company’s
request, without retaining any copies, all documents and other material in the
Executive’s possession relating, directly or indirectly, to any confidential
Information. 

It is understood that should the Executive be subject to
subpoena or other legal process to seek the disclosure of such Confidential
Information, the Executive will advise the Company of such process and provide
the Company with the necessary information to seek to protect the Confidential
Information. 

	7. 	
      NON-COMPETITION AND
  NON-SOLICITATION



7.01     Non-Competition. The
Executive acknowledges that the Executive’s services are unique and
extraordinary. The Executive also acknowledges that the Executive’s position
will give the Executive access to confidential information of substantial
importance to the Company and its business. During the “Non-Competition Period”
(as defined below) the Executive will not, whether individually or in
partnership or jointly or in conjunction with any other person, perform services
for a competing business, or establish, control, own a beneficial interest in,
any business in North America that competes with the Company. The
Non-Competition Period will commence on October 1, 2015 and end twelve (12)
months after the effective date of the termination of the Executive’s employment
irrespective of the time, manner or cause of termination. 

7.02     Non-Solicitation.
The Executive agrees that during the Non-Competition Period, the Executive will
not, either individually or in partnership or jointly or in conjunction with any
other person, entity or organization, as principal, agent, consultant,
contractor, employer, employee or in any other manner, directly or indirectly:


	(a) 	
      solicit business from any customer, client or business
      relation of the Company, or prospective customer, client or business
      relation that the Company was actively soliciting, whether or not the
      Executive had direct contact with such customer, client or business
      relation, for the benefit or on behalf of any person, firm or corporation
      operating a business which competes with the Company, or attempt to direct
      any such customer, client or business relation away from the Company or to
      discontinue or alter any one or more of their relationships with the
      Company, or







17

	(b) 	
      hire or offer to hire or entice away or in any other
      manner persuade or attempt to persuade any officer, employee, consultant,
      independent contractor, agent, licensee, supplier, or business relation of
      the Company to discontinue or alter any one of their relationships with
      the Company.




	8. 	
      REMEDIES FOR BREACH OF RESTRICTIVE
  COVENANTS



8.01     The Executive acknowledges that in
connection with the Executive’s employment he will receive or will become
eligible to receive substantial benefits and compensation. The Executive
acknowledges that the Executive’s employment by the Company and all compensation
and benefits from such employment will be conferred by the Company upon the
Executive only because and on the condition of the Executive’s willingness to
commit the Executive’s best efforts and loyalty to the Company, including
protecting the Company’s confidential information and abiding by the
non-competition and non-solicitation covenants contained in this Agreement. The
Executive understands that his obligations set out in Sections 6 and 7 above
will not unduly restrict or curtail the Executive’s legitimate efforts to earn a
livelihood following any termination of his employment with the Company. The
Executive agrees that the restrictions contained in Section 6 above are
reasonable and valid and all defences to the strict enforcement of these
restrictions by the Company are waived by the Executive. The Executive further
acknowledges that a breach or threatened breach by the Executive of any of the
provisions contained in Sections 6 or 7 above would cause the Company
irreparable harm which could not be adequately compensated in damages alone. The
Executive further acknowledges that it is essential to the effective enforcement
of this Agreement that, in addition to any other remedies to which the Company
may be entitled at law or in equity or otherwise, the Company will be entitled
to seek and obtain, in a summary manner, from any Court having jurisdiction,
interim, interlocutory, and permanent injunctive relief, specific performance
and other equitable remedies, without bond or other security being required. In
addition to any other remedies to which the Company may be entitled at law or in
equity or otherwise, in the event of a breach of any of the covenants or other
obligations contained in this Agreement, the Company will be entitled to an
accounting and repayment of all profits, compensation, royalties, commissions,
remuneration or benefits which the Executive directly or indirectly, has
realized or may realize relating to, arising out of, or in connection with any
such breach. Should a court of competent jurisdiction declare any of the
covenants set forth in Sections 6 or 7 unenforceable, the court shall be
empowered to modify and reform such covenants so as to provide relief reasonably
necessary to protect the interests of the Company and the Executive and to award
injunctive relief, or damages, or both, to which the Company may be entitled.


	9. 	
      ARBITRATION



9.01     Dispute. If a
dispute arises between the parties relating to this Agreement or a breach of
this Agreement (the “Dispute”), which cannot be settled through negotiations,
then except as provided under Section 8 in respect of a breach of the
Executive’s obligations under Sections 6 or 7, or otherwise involving equitable
or injunctive relief, the parties will submit the Dispute to binding arbitration
in accordance with the Dispute resolution procedures set forth in this Section.





18

9.02     Arbitration. The
Dispute will be referred to and finally resolved by arbitration, in accordance
with the Colorado Rules of Civil Procedure and, unless the parties mutually
agree on an arbitrator shall be arbitrated by striking from a list of potential
arbitrators provided by the Judicial Arbiter Group in Denver, Colorado. If the
parties are unable to agree on an arbitrator, the arbitrator will be selected
from a list of seven (7) potential arbitrators provided by the Judicial Arbiter
Group in Denver. The Company and the Executive will flip a coin to determine who
will make the first strike. The parties will then alternate striking from the
list until there is one arbitrator remaining, who will be the selected
arbitrator. Unless the parties otherwise agree and subject to the availability
of the arbitrator, the arbitration will be heard within sixty (60) days
following the appointment and the decision will be binding on the parties and
will not be subject to appeal.

9.03     Costs and
Enforcement. The successful party will be entitled to receive their
legal costs, as fixed by and in the discretion of the Arbitrator, from the
unsuccessful party who will also pay the Arbitrator’s fees. Judgment on any
arbitration award may be entered in any Court having proper jurisdiction. 

	10. 	
      GENERAL



10.01    Notices. Any notice or
other communication required or permitted to be given hereunder will be in
writing and will be given by prepaid first class mail, by facsimile or other
means of electronic communication or by hand delivery as hereinafter provided,
except that any notice of termination by the Company under Sections 4 or 5 will
be hand delivered or given by registered mail. Any such notice or other
communication, if mailed by prepaid first class mail at any time other than
during a general discontinuance of postal service due to strike, lock out or
otherwise, will be deemed to have been received on the fourth business day after
the post marked date thereof, or if mailed by registered mail, will be deemed to
have been received on the day such mail is delivered by the post office, or if
sent by facsimile or other means of electronic communication, will be deemed to
have been received on the business day following the sending, or if delivered by
hand will be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries on
behalf of the addressee. Notice of change of address will be governed by this
Section. In the event of a general discontinuance of postal service due to
strike, lock out or otherwise, notices or other communications will be delivered
by hand or sent by facsimile or other means of electronic communication and will
be deemed to have been received in accordance with this Section. Notices and
other communications will be addressed as follows: 

	(a) 	If to the Executive: 	Stephen P. Antony 
	 		2641 South Brentwood
  Court   
	  		Lakewood, Colorado
80228   
	  	  	  
	(b) 	If to the Company: 	Energy Fuels Inc. and Energy Fuels Resources
      (USA) Inc. 
	  	  	The Chairman 
	  	  	Board of Directors 
	  	  	Energy Fuels Inc. 
	 	 	2 Toronto Street, Suite 500

	 	 	Toronto, Ontario M5C 2B6
  






19

10.02    Headings. The inclusion
of headings in this Agreement is for convenience of reference only and will not
affect the construction or interpretation hereof. 

10.03    Invalidity of Provisions.
Each of the provisions in this Agreement is distinct and severable, and a
declaration of invalidity or unenforceability of any such provision or part
thereof by a court of competent jurisdiction shall not affect the validity or
enforceability of any other provision hereof. To the extent permitted by
applicable law, the parties waive any provision of law which renders any
provision of this Agreement invalid or unenforceable in any respect. 

10.04    Entire Agreement. This
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter of this Agreement. This Agreement supersedes and replaces all
prior agreements, if any, written or oral, with respect to the Executive’s
employment by the Company and any rights which the Executive may have by reason
of such prior agreement or by reason of the Executive’s prior employment, if
any, by the Company. There are no warranties, conditions or representations
(including any that may be implied by statute) and there are no agreements
between the parties in connection with the subject matter of this Agreement
except as specifically set forth or referred to in this Agreement. No reliance
is placed on any warranty, representation, opinion, advice or assertion of fact
made either prior to, contemporaneous with, or after entering into this
Agreement, or any amendment or supplement thereto, by the Company or its
directors, officers and agents to the Executive, except to the extent that the
same has been reduced to writing and included as a term of this Agreement, nor
has the Executive been induced to enter into this Agreement, or any amendment or
supplement, by reason of any such warranty, representation, opinion, advice or
assertion of fact. Accordingly there shall be no liability, either in tort or in
contract, assessed in relation to any such representation, opinion, advice or
assertion of fact, except to the extent contemplated above. 

10.05    Waiver, Amendment. Except
as expressly provided in this Agreement, no amendment or waiver of this
Agreement will be binding unless executed in writing by the parties to be bound
thereby. No waiver of any provision of this Agreement will constitute a waiver
of any other provision nor shall any waiver of any provision of this Agreement
constitute a continuing waiver unless otherwise expressly provided. 

10.06    Currency. Except as
expressly provided in this Agreement, all amounts in this Agreement are stated
and shall be paid in United States dollars ($US). 

10.07    Employers and Employees Act Not
to Apply. The Company and the Executive agree that Section 2 of the
Employers and Employees Act (Ontario) will not apply to or in respect of
this Agreement or the employment of the Executive hereunder. 

10.08    Governing Law. This
Agreement will be governed by and construed in accordance with the laws of the
State of Colorado. 




20

10.09    Counterparts. This
Agreement may be signed in counterparts and each such counterpart will
constitute an original document and such counterparts, taken together, will
constitute one and the same instrument. 

10.10    Benefit and Binding Nature of
Agreement. This Agreement will enure to the benefit of and be binding
upon the Executive and the Executive’s heirs, executors, legal personal
representatives and administrators, and upon the Company and its subsidiary and
affiliated companies and successors and assigns. 

10.11    Acknowledgment. The
Executive acknowledges that: 

	(a) 	
      The Executive has had sufficient time to review and
      consider this Agreement thoroughly.

	 	 
	(b) 	
      The Executive has read and understands the terms of this
      Agreement and the Executive’s obligations hereunder.

	 	 
	(c) 	
      The Executive has been given an opportunity to obtain
      independent legal advice or other such advice as the Executive may desire
      concerning the interpretation and effect of this
  Agreement.



IN WITNESS WHEREOF the parties have
executed this Agreement. 

	ENERGY FUELS INC. 	 	ENERGY FUELS RESOURCES (USA) INC. 
	  	 	  
	Per: 	 	Per: 
	 	 	 
	 	 	 
	Birks Bovaird, Chairman of the Board 	 	David C. Frydenlund, Director and Sr. Vice
      President, General Counsel and Corporate Secretary 
	  	 	  
	  	 	
	Witness 	 	STEPHEN P. ANTONY