Energy Fuels Inc.: Exhibit 10.6 - Filed by newsfilecorp.com





EMPLOYMENT AGREEMENT 

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the
1st day of March, 2016 (the “Effective Date”), by and between Energy Fuels
Resources (USA) Inc., a Delaware corporation (“EFRI”), Energy Fuels Inc., an
Ontario corporation (“EFI”) (EFRI and EFI are collectively referred to herein as
“Energy Fuels” or the “Company”) and David C. Frydenlund (“Employee”). 

In consideration of the agreements contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Employee hereby agree as follows: 

ARTICLE I 
EMPLOYMENT, REPORTING AND DUTIES

1.1     Employment. The Company
hereby employs and engages the services of Employee to serve as Senior Vice
President, General Counsel and Corporate Secretary and Employee agrees to
diligently and competently serve as and perform the functions of Senior Vice
President, General Counsel and Corporate Secretary for the compensation and
benefits stated herein. A copy of Employee’s current job description is attached
hereto as Exhibit A, and Company and Employee agree and acknowledge that Company
retains the right to reasonably add to, or remove, duties and responsibilities
set forth in that job description as business or other operating reasons may
arise for changes to occur. It is understood that Employee will be appointed an
officer of EFI and EFRI during the term of this Agreement, but that Employee’s
direct employment relationship will be as an employee of EFRI. 

1.2     Fulltime Service. Excluding
any periods of vacation and sick leave to which Employee may be entitled,
Employee agrees to devote Employee’s full time and energies to the
responsibilities with the Company consistent with past practice and shall not,
during the Term of this Agreement, be engaged in any business activity which
would interfere with or prevent Employee from carrying out Employee’s duties
under this Agreement. 

ARTICLE II 
COMPENSATION AND RELATED ITEMS

2.1     Compensation. 

(a)   Base Salary and Benefits. As
compensation and consideration for the services to be rendered by Employee under
this Agreement, the Company agrees to pay Employee and Employee agrees to
accept, a base salary (“Base Salary”) of $246,240 per annum, less required tax
withholding, which shall be paid in accordance with the Company’s standard
payroll practice. Employee’s Base Salary may be increased from time to time, at
the discretion of the Company, and after any such change, Employee’s new level
of Base Salary shall be Employee’s Base Salary for purposes of this Agreement
until the effective date of any subsequent change. Employee shall also receive
benefits such as health insurance, vacation and other benefits consistent with
the then applicable Company benefit plans to the same extent as other employees of the Company with similar position or level.
Employee understands and agrees that Company’s benefit plans may, from time to
time, be modified or eliminated at Company’s discretion.





(b)     Bonus. In addition to the
Base Salary, Employee will be eligible for the award of annual cash incentive
compensation, in accordance with the Company’s Short Term Incentive Program, as
such program may be amended from time to time. Such award is totally
discretionary as determined by the Board of Directors of the Company, and it is
understood there is no guarantee of any award, let alone an award in any
particular amount.

(c)     Equity Incentive Compensation
Plan. You will be eligible to participate in and receive compensation under
EFI’s Omnibus Equity Incentive Compensation Plan, consistent with the terms of
that Plan. Any awards under that Plan are totally discretionary as determined by
the President & CEO of the Company, and it is understood there is no
guarantee of any award, let alone an award in any particular amount. 

2.2     Annual Medical. The Company
will reimburse Employee for the cost of a comprehensive annual medical
examination for each year of this Agreement, provided that Employee 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. Employee will promptly notify the President & CEO if the
annual medical examination reveals any condition which may interfere with
Employee’s ability to perform the essential requirements of his or her position,
and if requested by the President & CEO, Employee will provide the details
of the condition and the potential impact on his or her ability to perform the
essential requirements of his or her position to enable the President & CEO
to determine how best to accommodate Employee and protect the critical business
interests of the Company.

2.3     Expenses. The Company agrees
that Employee shall be allowed reasonable and necessary business expenses in
connection with the performance of Employee’s duties within the guidelines
established by the Company as in effect at any time with respect to key
employees (“Business Expenses”), including, but not limited to, reasonable and
necessary expenses for food, travel, lodging, entertainment and other items in
the promotion of the Company within such guidelines. The Company shall promptly
reimburse Employee for all reasonable Business Expenses incurred by Employee
upon Employee’s presentation to the Company of an itemized account thereof,
together with receipts, vouchers, or other supporting documentation.

2.4     Vacation. Employee will be
entitled to four weeks of vacation each year, in addition to the 10 paid
holidays each year. 

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ARTICLE III 
TERMINATION

3.1     Term. Employee’s employment
under this Agreement shall commence on the Effective Date and will end on the
date (the “Initial Expiration Date”) that is the second anniversary of the
Effective Date, unless terminated sooner under the provisions of this Article,
or extended under the terms of this Section. If neither Company nor Employee
provides written notice of intent not to renew this Agreement by ninety (90)
days prior to the Initial Expiration Date, this Agreement shall be automatically
renewed for twelve (12) additional months, and if neither Company nor Employee
provides written notice of intent not to renew this Agreement prior to ninety
(90) days before the end of such additional 12-month period, this Agreement
shall continue to be automatically renewed for successive additional 12-month
periods until such time either Company or Employee provides written notice of
intent not to renew prior to ninety (90) days before the end of any such renewal
period.

3.2     Termination of Employment.
Except as may otherwise be provided herein, Employee’s employment under this
Agreement may terminate upon the occurrence of: 

(a)     Notice by Company. The
termination date specified in a written notice of termination that is given by
the Company to Employee; 

(b)     Notice by Employee. Thirty
(30) days after written notice of termination is given by Employee to the
Company; 

(c)     Death or Disability.
Employee’s death or, at the Company’s option, upon Employee’s becoming disabled.


(d)     Deemed Termination Without Just
Cause upon a Change of Control. A deemed termination without just cause
under Section 4.1(a) upon the occurrence of a Change of Control. 

(e)     Notice Not
to Renew. If the Company or Employee gives the other a notice not to renew
this Agreement under Section 3.1, employment under this Agreement shall
terminate at the close of business at the end of the Initial Expiration Date or
at the end of the 12-month renewal period in which timely notice not to renew
was given, as the case may be. A notice by the Company not to renew shall be
considered a notice of termination, resulting in the Company terminating
Employee’s employment under this Agreement. 

Any notice of termination given by the Company to Employee
under Section 3.2(a) or (e) above shall specify whether such termination is with
or without just cause as defined in Section 3.4. Any notice of termination given
by Employee to the Company under Section 3.2(b) above shall specify whether such
termination is made with or without Good Reason as defined in Section 4.2(b)
..

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3.3     Obligations of the Company Upon
Termination. 

(a)    With Just Cause/Without Good
Reason. If the Company terminates Employee’s employment under this Agreement
with just cause as defined in Section 3.4, or if Employee terminates his
employment without Good Reason as defined in Section 4.2(b), in either case
whether before or after a Change of Control as defined in Section 4.2(a), then
Employee’s employment with the Company shall terminate without further
obligation by the Company to Employee, other than payment of all accrued
obligations (“Accrued Obligations), including outstanding Base Salary, accrued
vacation pay and any other cash benefits accrued up to and including the date of
termination. 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. Employee will have up to the earlier of: (A) ninety (90) days from
the effective date of termination of Employee’s employment; and (B) 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 Employee that have
not been exercised, but which have vested, and thereafter Employee’s stock
options will expire and Employee will have no further right to exercise the
stock options. Any stock options held by Employee that are not yet vested at the
termination date immediately expire and are cancelled and forfeited to the
Company on the termination date. Any Restricted Stock Units (“RSUs”) held by
Employee that have vested on or before the termination date shall be paid (or
the shares issuable thereunder issued) to Employee. Any RSUs held by Employee
that are not vested on or before the termination date will be immediately
cancelled and forfeited to the Company on the termination date. The rights of
Employee upon termination in respect of any other awards granted to Employee
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.
Notwithstanding the foregoing, on retirement, Employee will have up to the
earlier of: (A) one hundred and eighty (180) days from the effective date of
retirement; and (B) 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 Employee that have not been exercised, but which have
vested, and thereafter Employee’s stock options will expire and Employee will
have no further right to exercise the stock options.

(b)     With Good Reason/Without Just
Cause/Disabled/Death. If Employee terminates Employee’s employment under
this Agreement for Good Reason as defined in Section 4.2(b), or if the Company
terminates Employee’s employment without just cause as defined in Section 3.4,
or if the Company terminates Employee’s employment by reason of Employee
becoming Disabled as defined in Section 3.5, or if Employee dies (in which case
the date of Employee’s death shall be considered his or her termination date),
in any case whether before or after a Change of Control as defined in Section
4.2(a), or if there is a deemed termination without just cause upon a Change of
Control as contemplated by Section 4.1(a), then Employee’s employment with the
Company shall terminate, as of the effective date of the termination, and in
lieu of any other severance benefit that would otherwise be payable to Employee:


(i)     the Company shall pay the following
amounts to Employee (or, in the case of termination by reason of Employee
becoming Disabled or upon the death of Employee, to Employee’s legal
representative or estate as applicable) after the effective date of such termination or in a manner and
at such later time as specified by Employee (or Employee’s legal
representative), and agreed to by the Company.

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(A)     all Accrued Obligations, less
required tax withholding, up to and including the date of termination, to be
paid on the 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 2.3 above; 

(B)     an amount equal to one and one half
(1.5) (the “Severance Factor”) times Employee’s Base Salary in effect at the
time of such termination, less required tax withholding, to be paid within
thirty (30) working days after the date of termination of employment; and 

(C)     an amount equal to the greater of:


	 	I. 	
      the Severance Factor times the highest total aggregate
      cash bonus paid in any one of Employee’s last three years; or

	 	II. 	
      fifteen percent (15%) of Employee’s Base Salary in effect
      at the time of such termination,



less required tax withholding, to be paid within thirty (30)
working days after the date of termination of employment; 

(ii)    Employee or Employee’s legal
representative will have up to the earlier of: (A) ninety (90) days from the
effective date of termination of Employee’s employment for all cases other than
the death of Employee and twelve (12) months from the effective date of
termination of Employee’s employment in the case of death of Employee; and (B)
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 Employee
that have not been exercised, but which have vested, and thereafter Employee’s
stock options will expire and Employee or his or her legal representative will
have no further right to exercise the stock options. Subject to Section 4.1(c),
any stock options held by Employee 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 Employee that have vested on or before the
termination date shall be paid (or the shares issuable thereunder issued) to
Employee or his or her legal representative or estate as applicable. Subject to
Section 4.1(c), any RSUs held by Employee that are not vested on or before the
termination date will be immediately cancelled and forfeited to the Company on
the termination date. Subject to Section 4.1(c), the rights of Employee or his
or her legal representative or estate as applicable upon termination in respect
of any other awards granted to Employee 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; 

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(iii)   Upon termination, the Company or its
Successor (as defined in Section 4.1(a)), agrees to reimburse Employee the full
cost of the COBRA continuation rate charged for employee and dependent coverage,
through the EFRI Health and Welfare Plan on a monthly basis, for a period of
months equal to twelve times the Severance Factor (the “Coverage Period”),
beyond Employee’s termination month. Employee and his or her dependents may, at
their choosing, enroll in the COBRA continuation plan through EFRI for the first
eighteen months following Employee’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 the Coverage Period beyond
Employee’s termination month, but beginning with the nineteenth month, Employee
and his or her dependents will need to obtain coverage from a different source
than the COBRA continuation plan through EFRI. The reimbursement will be to
Employee and his or her dependents 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 Employee and his or her dependents, will have
the option of purchasing a medical plan separate from the plan offered by EFRI;
and 

(iv)    nothing herein shall preclude the Company from granting additional severance benefits to Employee upon termination
of employment. 

Notwithstanding the foregoing, in the case of Disability, any
Base Salary payable to Employee during the one hundred and eighty (180) day
period of disability will be reduced by the amount of any disability benefits
Employee receives or is entitled to receive as a result of any disability
insurance policies for which the Company has paid the premiums.

3.4     Definition of Just
Cause.

As used in this Agreement, the term “just cause” will mean any
one or more of the following events: 

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

(b)     the willful failure by Employee to
properly discharge his or her 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 Employee to correct the
failure within thirty (30) days from the receipt of such notice;  

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

(d)     Employee’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 Employee’s conviction of
a criminal or other statutory offence involving, in the sole discretion of the
Board of Directors, moral turpitude; 

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

(f)     any breach by Employee of the
covenants contained in Articles V or VI below; 

(g)     Employee’s refusal to follow the
lawful written direction of the President and Chief Executive Officer of the
Company; 

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

(i)     any other conduct by Employee 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 7.9 below. 

3.5     Definition of Disabled. As
used herein, “Disabled” shall mean a mental or physical impairment which, in the
reasonable opinion of a qualified doctor selected by the Company, renders
Employee unable, with or without reasonable accommodation, to perform with
reasonable diligence the ordinary functions and duties of Employee on a
full-time basis in accordance with the terms of this Agreement, which inability
continues for a period of not less than 180 consecutive days. 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 Employee 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 Employee is Disabled, Employee will submit to an
examination by a physician selected by the mutual agreement of the Company and
Employee, 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 Employee
or Employee’s legally authorized representative, and will be conclusive for the
purposes of determining whether Employee is Disabled. If Employee fails to
submit to a medical examination within twenty (20) days after the Company’s
request, Employee will be deemed to have voluntarily terminated his or her
employment. 

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3.6     Return of Materials;
Confidential Information. In connection with Employee’s separation from
employment for any reason, Employee shall return any and all physical property
belonging to the Company, and all material of whatever type containing
“Confidential Information” as defined in Section 5.2 below, including, but not
limited to, any and all documents, whether in paper or electronic form, which
contain Confidential Information, any customer information, production
information, manufacturing-related information, pricing information, files,
memoranda, reports, pass codes/access cards, training or other reference
manuals, Company vehicle, telephone, gas cards or other Company credit cards,
keys, computers, laptops, including any computer disks, software, facsimile
machines, memory devices, printers, telephones, pagers or the like. 

3.7     Delivery of Release. Within
ten (10) working days after termination of Employee’s employment, and as a
condition for receipt of payments set forth in Section 3.3(b)(i)(B) and (C),
3(b)(iii), and 4.1(a), the Company shall provide to Employee, or Employee’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 Employee has been named as a defendant in a
legal action arising out of the performance of Employee’s responsibilities in
which case the Release will exempt any claims which Employee or his or her legal
representative or estate may have for indemnity by the Company with respect to
any such legal action. As a condition to the obligation of the Company to make
the payments provided for in such Sections Employee, or Employee’s legal
representative, shall execute and deliver the Release to the Company within the
time periods provided for in said release. 

3.8     Costs of Relocation to Canada on
a Termination. In the event of any termination, and in addition to all other
amounts payable to Employee hereunder, the Company will reimburse all Employee’s
direct costs of relocating from Denver to Vancouver, provided such relocation
occurs within 14 months from the date of termination of Employee’s employment
hereunder. This would include the costs associated with the sale of Employee’s
residence in Denver (i.e., reasonable realtor commissions and legal,
documentation and filing fees associated therewith), cost of moving personal
possessions and family members (including the cost of airplane tickets for
Employee and Employee’s immediate family for one air flight) and a lump sum
payment to cover estimated U.S. or Canadian income taxes payable on the
relocation costs paid to you. Employee will discuss with the Company and
consider any legitimate planning methods for the minimization of any such taxes.
This will not include any costs associated with the purchase of a new residence
in Canada, or any temporary lodging expenses in Canada or Denver. This paragraph
will also apply to relocation from Denver to another location in Canada other
than Vancouver, but only to the extent such costs do not exceed the costs that
would apply to a relocation to Vancouver. Notwithstanding the foregoing, this
clause will not apply to the extent the costs contemplated in this clause are
paid by another employer. 

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ARTICLE IV 
CHANGE OF CONTROL

4.1     Effect of Change of Control.
In the event of a Change of Control of the Company during the term of this
Agreement, or any renewal of this Agreement the following provisions shall
apply: 

(a)     If upon the Change of Control 

	 	i. 	
      Employee is not retained by the Company or its successor
      (whether direct or indirect, by purchase of assets, merger, consolidation,
      exchange of securities, amalgamation, arrangement or otherwise) to all or
      substantially all of the business and/or assets of the Company
      (“Successor”) on the same terms and conditions as set out in this
      Agreement and in circumstances that would not constitute Good Reason
      (where Good Reason is determined by reference to Employee’s employment
      status prior to the Change of Control and prior to any other event that
      could constitute Good Reason); and/or

	 	 	 
	 	ii. 	
      any such Successor does not, by agreement in form and
      substance satisfactory to Employee, expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company
      would be required to perform it if no such succession had taken
    place,



then Employee shall be deemed to be terminated without just
cause upon such Change of Control and shall be entitled to the compensation and
all other rights specified in Article III in the same amount and on the same
terms as if terminated without just cause as set out therein, subject to the
additional rights set out in paragraph (c) below; 

(b)     All rights of Employee in this
Agreement, including without limitation all rights to severance and other rights
upon a termination with or without cause, with or without Good Reason, upon a
disability or upon death under Article III of this Agreement shall continue
after a Change of Control in the same manner as before the Change of Control,
subject to the additional rights set out in paragraph (c) below; 

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(c)     if,

	 	i. 	
      there is a deemed termination without cause under Section
      4.1(a); or

	 	 	 
	 	ii. 	
      within twelve (12) months following the effective date of
      the Change of Control, the Company, or its successor, terminates the
      employment of Employee without just cause or by reason of Disability, or
      Employee terminates his or her employment under this Agreement for Good
      Reason,



then, in addition to the other rights
Employee has under this Agreement, and notwithstanding any other provision in
this Agreement, all of the stock options previously granted to Employee 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, 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.
Employee will have ninety (90) days from the effective date of the termination
of Employee’s employment to exercise any stock options which had vested as of
the effective date of termination and thereafter Employee’s stock options will
expire and Employee will have no further right to exercise the stock options.


4.2     Definitions of Change of Control
and Good Reason. 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 employee 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; 



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	 	(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 or 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 or any of its direct or indirect parent
      companies, in which case the term “EFI” in those paragraphs will be read
      to mean “EFRI or such parent company” 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 the Company passes a
      resolution to the effect that, an event set forth in (i), (ii), (iii),
      (iv) or (v) above has occurred. 


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

(i) a material reduction or diminution in the level of
responsibility, or office of Employee, provided that before any claim of
material reduction or diminution of responsibility may be relied upon by
Employee, Employee must have provided written notice to Employee’s supervisor
and the 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 Employee, taken as a whole, of
more than five (5) percent; or 

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

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ARTICLE V 
CONFIDENTIALITY

5.1     Position of Trust and
Confidence. Employee acknowledges that in the course of discharging his or
her responsibilities, he or she 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 or she 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. Employee
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. Employee further acknowledges and agrees
that the right to maintain such detailed confidential information constitutes a
proprietary right which the Company is entitled to protect. 

5.2     Definition of Confidential
Information. In this Agreement, “Confidential Information” means any
information disclosed by or on behalf of the Company to Employee or developed by
Employee in the performance of his or her 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;

(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;


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(d)     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; 

(e)     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; 

(f)     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; 

(g)     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; 

(h)     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; 

(i)     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 

(j)     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. 

5.3     Non-Disclosure. Employee,
both during his or her employment and for a period of five (5) years after the
termination of his or her employment irrespective of the time, manner or cause
of termination, will: 

(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 Employee’s responsibilities
with the Company, and 

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

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

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

ARTICLE VI 
NON-COMPETITION AND
NON-SOLICITATION

6.1     Non-Competition. Employee
acknowledges that Employee’s services are unique and extraordinary. The
Executive also acknowledges that Employee’s position will give Employee access
to confidential information of substantial importance to the Company and its
business. During the “Non-Competition Period” (as defined below) Employee 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, or own a beneficial interest in, any business in North America that
competes with the Company (other than owning a beneficial interest in less than
1% of the outstanding shares of a publicly traded company), without the prior
written approval of the Company. The Non-Competition Period will commence on
January 1, 2016 and end twelve (12) months after the effective date of the
termination of Employee’s employment irrespective of the time, manner or cause
of termination. 

6.2     Non-Solicitation. Employee
agrees that during the Non-Competition Period, Employee 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
Employee 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 

(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.

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6.3     Remedies for Breach of
Restrictive Covenants. Employee acknowledges that in connection with
Employee’s employment he or she will receive or will become eligible to receive
substantial benefits and compensation. Employee acknowledges that Employee’s
employment by the Company and all compensation and benefits from such employment
will be conferred by the Company upon Employee only because and on the condition
of Employee’s willingness to commit Employee’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. Employee understands that his obligations set out in Article V and
this Article VI will not unduly restrict or curtail Employee’s legitimate
efforts to earn a livelihood following any termination of his or her employment
with the Company. Employee agrees that the restrictions contained in Article V
and this Article VI are reasonable and valid and all defenses to the strict
enforcement of these restrictions by the Company are waived by Employee.
Employee further acknowledges that a breach or threatened breach by Employee of
any of the provisions contained in Article V or this Article VI would cause the
Company irreparable harm which could not be adequately compensated in damages
alone. Employee 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 Employee 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 Article V or this Article VI 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 Employee and to
award injunctive relief, or damages, or both, to which the Company may be
entitled. 

ARTICLE VII 
GENERAL PROVISIONS

7.1     Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
state of Colorado. 

7.2     Assignability. This
Agreement is personal to Employee and without the prior written consent of the
Company shall not be assignable by Employee other than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Employee’s legal representatives and heirs. This Agreement shall
also inure to the benefit of and be binding upon the Company and its successors
and assigns.

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7.3     Withholding. The Company may
withhold from any amounts payable under this Agreement such federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law
or regulation. 

7.4     Entire Agreement; Amendment.
This Agreement constitutes the entire agreement and understanding between
Employee and the Company with respect to the subject matter hereof and, except
as otherwise expressly provided herein, supersedes any prior agreements or
understandings, whether written or oral, with respect to the subject matter
hereof, including without limitation all employment, severance or change of
control agreements previously entered into between Employee and Energy Fuels.
Except as may be otherwise provided herein, this Agreement may not be amended or
modified except by subsequent written agreement executed by both parties hereto.


7.5     Multiple Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which together shall constitute one
Agreement. 

7.6     Notices. Any notice provided
for in this Agreement shall be deemed delivered upon deposit in the United
States mails, registered or certified mail, addressed to the party to whom
directed at the addresses set forth below or at such other addresses as may be
substituted therefor by notice given hereunder. Notice given by any other means
must be in writing and shall be deemed delivered only upon actual receipt. 

If to the Company: 

c/o Energy Fuels Resources (USA) Inc.

225 Union Blvd., Suite 600 
Lakewood, CO 80228

Attention: President and Chief
Executive Officer

If to Employee: 

David C. Frydenlund 
8228
Harbortown Place 
Lone Tree CO 80124

7.7     Waiver. The waiver of any
breach of any term or condition of this Agreement shall not be deemed to
constitute the waiver of any other breach of the same or any other term or
condition of this Agreement. 

7.8     Severability. In the event
any provision of this Agreement is found to be unenforceable or invalid, such
provision shall be severable from this Agreement and shall not affect the
enforceability or validity of any other provision of this Agreement. If any
provision of this Agreement is capable of two constructions, one of which would
render the provision void and the other that would render the provision valid, then the
provision shall have the construction that renders it valid.. 

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7.9     Arbitration of Disputes.
Except for disputes and controversies arising under Articles V or VI or
involving equitable or injunctive relief, any dispute or controversy arising
under or in connection with this Agreement shall be conducted 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 Employee 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 of the arbitrator shall be binding on Employee and
the Company and will not be subject to appeal. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction. 

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

7.11    Company’s Maximum Obligations.
The compensation set out in this Agreement represents the Company’s maximum
obligations, and other than as set out herein, Employee will not be entitled to
any other compensation, rights or benefits in connection with Employee’s
employment or the termination of Employee’s employment.

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

17 




IN WITNESS WHEREOF, the parties have executed this Agreement as
of the Effective Date. 

ENERGY FUELS INC. 


	By: 	 
	Name: 	 
	Title: 	 
	  	 
	Date: 	 



ENERGY FUELS RESOURCES (USA) INC. 


	By: 	 
	Name: 	 
	Title: 	 
	  	 
	Date: 	 





	Name:
    	David C.
      Frydenlund 
	Title: 	Senior Vice President, General Counsel and
      Corporate Secretary 
	  	  
	Date: 	 
    



18 




EXHIBIT A 
JOB DESCRIPTION

Employee shall be responsible for the legal administration of
Energy Fuels Inc. and its subsidiaries (“Energy Fuels”), the compliance with
public company and stock exchange matters, the coordination of international and
domestic business transactions, the evaluation of enterprise risks and
generally, all domestic and international legal, regulatory and environmental
matters relating to Energy Fuels. Employee will work closely with senior
operations, regulatory and permitting personnel. 

Essential duties and responsibilities include: 

	• 	
      managing all legal matters relating to Energy Fuels’
      activities, including management of all outside counsel retained by Energy
      Fuels 

	• 	
      supporting the CEO and senior management in all legal
      aspects of commercial, corporate, financing, M&A, planning and other
      matters 

	• 	
      being responsible for all corporate secretarial matters
      for Energy Fuels, including: corporate maintenance of all entities;
      calling and holding all director and committee meetings for all such
      entities; calling and holding all shareholders meetings for all such
      entities ensuring compliance with all stock exchange and securities law
      requirements maintaining appropriate corporate records for all such
      entities; and making all applicable corporate, securities law and stock
      exchange filings 

	• 	
      ensuring that Energy Fuels’ operations are provided with
      the legal and regulatory support necessary to be able to operate in
      compliance with all applicable licenses, permits, laws and regulations,
      including providing training as necessary and ensuring that operations
      personnel are apprised of all applicable license, permit, legal and
      regulatory requirements and any changes thereto 

	• 	
      establishing strategies for dealing with state and
      federal regulatory agencies, and meeting with and negotiating with
      regulatory authorities, in coordination with senior operations, regulatory
      and permitting personnel 

	• 	
      reviewing license and permit applications, amendments and
      renewals for compliance with applicable legal and regulatory requirements,
      as necessary, and developing specific language for licenses, permits,
      negotiated consent agreements, orders, and other binding agreements
      affecting Energy Fuels’ operations, as necessary 

	• 	
      interpreting license and permit conditions, laws and
      regulations applicable to Energy Fuels’ operations and assisting
      operations personnel in interpreting such conditions, requirements and any
      changes thereto 

	• 	
      coordinating responses to “requests for information” and
      addressing matters of non- compliance with regulatory authorities, in
      coordination with senior operations, regulatory and permitting personnel
      

	• 	
      managing all litigation and legal and regulatory
      challenges 



Employee shall report to the President and Chief Executive
Officer of the Company. This position will be located in the Lakewood office
with frequent travel, as required. 

Performance is to be based on Board-approved Key Performance
Indicators, which will be evaluated twice per year.