Exhibit 10.24.1


 


Amendment Number Two


to the


Uranium Resources, Inc.


Deferred Compensation Plan For 2002


Deferred Compensation Plan For 2003


Deferred Compensation Plan For 2004


 


WHEREAS, Uranium Resources, Inc., a Delaware corporation currently
maintains the following deferred compensation plans (a) Deferred Compensation
Plan for 2002 adopted effective January 1, 2002, (b) Deferred Compensation Plan
for 2003 adopted effective January 1, 2003 and (c) Deferred Compensation Plan
for 2004 adopted effective January 1, 2004 (collectively the “Plans”); and


 


WHEREAS, the Plans were previously amended on September 9, 2004 to
amend the definition of “Distribution Date” and is subject to further amendment
in accordance with


 


Section 8.1 of the Plan; and


 


WHEREAS, the Plans currently provide that individuals currently
participating in the Plans (“Participants”) are scheduled to receive a
distribution of their Plan benefits on January 11, 2006. Certain Participants,
however, wish to elect a new distribution date for their deferred compensation,
and the Corporation has determined that it is in the best interests of the
Corporation to amend the Plans  in order
to provide for a new distribution date; and


 


WHEREAS, Internal Revenue Code (“Code”) Section 409A generally exempts from
its requirements deferred compensation plans in effect prior to October 4,
2004, with respect to amounts otherwise earned and vested as of December 31,
2004. Code Section 409A further provides that, in the event, any such plan is
materially modified, such Plan  is no
longer exempt from Code Section 409A’s requirements and, therefore, must
satisfy Code Section 409A’s requirements; and


 


WHEREAS, the Corporation’s Board of Directors understands that an
amendment to the Plans  changing the
distribution date from January 11, 2006, will constitute a material
modification of the Plans  for Code
Section 409A purposes, but nevertheless believes that such modification is
beneficial to the Corporation and is in the best interests of its shareholders,
and accordingly desires to amend the Plans 
to bring their provisions into compliance with the requirements of Code
Section 409A and the related regulations and rulings;


 


NOW, THEREFORE, each of the Plans is hereby amended as set forth below.
Unless otherwise specifically indicated, all provisions of this Amendment
Number One shall take effect January 1, 2005.


 

















 


1.                                       Revise Section
2.5, Corporation, to read in its entirety as follows:


 


“2.5                           ‘Corporation’
means Uranium Resources, Inc., a Delaware corporation, including any
corporation, limited liability company, partnership, or other business
organization that is part of a “controlled group of corporations,” which
includes Uranium Resources, Inc. (within the meaning of Code Section 414(b) and
the related regulations), or is “under common control” with Uranium Resources,
Inc. (within the meaning of Code Section 414(c) and the related regulations),
together with any successor thereto which adopts this Plans  by appropriate written action.”


 


2.                                       Revise Section
2.8, Designated Recipient, to read in its entirety as follows:


 


“2.8                           ‘Designated Recipient’ (or in the alternative, “Designated
Beneficiary”) means any person, or entity (including without limitation, an
estate, trust, foundation or other organization) designated by a Participant as
entitled to receive any distribution hereunder by reason of the death of such
Participant.”


 


3.                                       Revise Section
2.9, Distribution Date, to read in its entirety as follows:


 


“2.9                           ‘Distribution
Date’ means January 11, 2006, or such later date as may be elected
by a Participant in his or her Deferral Election Form.”


 


4.                                       Article II, Definitions
and General Provisions, is hereby amended to add (new) Sections 2.16 and
2.17 to the end thereto, as set forth below:


 


“2.16                     ‘Separation
from Service’ means an Eligible Person’s termination from employment
with the Corporation on account of such Eligible Person’s death, permanent and
total disability, retirement, or other such termination of employment. An
Eligible Person will not be deemed to have experienced a Separation from
Service if such Eligible Person is on military leave, sick leave, or other bona
fide leave of absence, to the extent such leave does not exceed a period of six
(6) months or, if longer, such longer period of time as is protected by either
statute or contract. An Eligible Person will not be deemed to have experienced
a Separation from Service, if such Eligible Person continues to provide “significant
services” to the Corporation. For purposes of the preceding sentence, an
Eligible Person will be considered to provide “significant services” if such
Eligible Person provides continuing services that average at least twenty
percent (20%) of the services provided by such Eligible Person to the
Corporation during the immediately preceding three (3) full calendar years of
employment and the annual remuneration paid for such services is at least
twenty percent (20%) of the average annual compensation earned during the final
three (3) full calendar years of employment (or, if less, the period of employment).”


 


“2.17                     ‘Specified
Employee’ means any Eligible Person for which the following two (2)
conditions are satisfied: (a) at any time during the twelve (12) month period
ending on the December 31st preceding the calendar year in which a given
distribution is to occur, such Eligible Person (i) is one of the top fifty (50)
compensated officers of the Corporation and has annual “W-2” compensation of at
least One Hundred Thirty Thousand Dollars ($130,000); or (ii) owns more than
five percent (5%) of the Corporation’s stock; or (iii) owns more than one
percent


 


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(1%) of the Corporation’s stock and has annual “W-2” compensation in
excess of One Hundred Fifty Thousand Dollars ($150,000); and (b) the Corporation’s
stock is publicly traded on the date such Eligible Person Separates from
Service. The foregoing compensation amounts shall be adjusted from time to time
in accordance with the cost-of-living adjustments under Code Section 416(i),
and an individual who qualifies as a Specified Employee under this Section 2.17
shall be treated as a Specified Employee for the twelve (12) month period
beginning on the April 1st next following the date he or she so qualifies.”


 


5.                                       Article IV, Deferral
of Compensation, is hereby amended by revising Section 4.2 in its entirety
to read as set forth below and to add (new) Section 4.3 thereto, as set forth
below:


 


“4.2         Period of Deferral.
All amounts that the Participants elect to defer shall be paid in cash on the
Distribution Date or in shares of Common Stock as set forth in Article V within
thirty days after the Distribution Date. Upon death or termination of
employment, the Participant shall have a vested interest in Earned
Compensation.”


 


“4.3         Early Distribution
of Certain Amounts. Notwithstanding a Participant’s Distribution Date, or
the provisions of Section 4.6 hereof, any or all of such Participant’s interest
in the Plan  may be paid and distributed
prior to such Distribution Date to the extent necessary to comply with any one
(1) or more of the following obligations: (a) the terms of a court order,
issued by a court of competent jurisdiction and satisfying the requirements of
a “qualified domestic relations order” (“QDRO”), as defined in Code Section
414(p) and related regulations; (b) the obligation to withhold and remit
employment taxes imposed under the Federal Income Contributions Act (“FICA”)
with respect to such Participant’s Plan 
interest, together with any related federal state or local income tax
withholding obligation(s); (c) any tax liability resulting from a failure to
satisfy the requirements of Code Section 409A with regard to all or a portion
of such Participant’s interest herein; or (d) any other provision permitting
early distribution of all or part of a participant’s interest in a deferred
compensation Plan  subject to Code
Section 409A to satisfy an obligation, as further described in Prop. Income tax
Regulations §1.409A-3(h)(2).”


 


6.                                       Article IV, Deferral
of Compensation, is hereby amended to add (new) Sections 4.5 and 4.6 to the
end thereto, as set forth below:


 


“4.5                           Election of New Deferral
Period. Notwithstanding the provisions of Section 4.2 hereof, a Participant
may elect a new Distribution Date by completing a New Deferral Election Form
(hereinafter referred to as the “Election Form”) and filing such Election Form
with the Corporation. The new Distribution Date shall be a date certain, as
specified on an Election Form, which such Participant shall make and file with
the Corporation no later than December 31, 2005. Except as otherwise provided
for under Sections 4.3 and 4.6 herein, a Participant’s Deferral Amount shall be
paid in accordance with the Distribution Date specified on his or her Election
Form.”


 


“4.6                           Accelerated Payment of a
Participant’s Deferred Amount Upon Death or Separation from Service. A
Participant’s entire Deferred Amount shall be 


 


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payable prior to the Participant’s Distribution Date or New
Distribution Date, as applicable, upon the earlier to occur of such Participant’s
Separation from Service or death; in such event, such Participant’s interest
shall be distributed as soon as practicable to such Participant (or his or her
Designated Recipient, in the event of death, as further provided in Article VI
hereof), subject to the satisfaction of any applicable withholding or similar
obligations relating to such amount. Notwithstanding any Plans  provision to the contrary, in the event that
a Participant is a Specified Employee (as defined herein), and such Participant’s
Deferred Amount becomes distributable by reason of such Participant’s
Separation from Service, in no event shall such distribution occur prior to the
earlier of such Specified Employee’s (a) death, or (b) the date that is six (6)
months from the date of such Specified Employee’s Separation from Service.”


 


7.             Section
5.3, Withholding, is hereby amended to read in its entirety as follows:


 


“5.3                           Withholding.
With respect to distribution made to any Participant that constitutes “wages”
subject to withholding, the Corporation will make all necessary arrangements to
withhold and remit any and all relevant federal, state and local taxes
applicable to such distribution from the non-deferred portion of Compensation
then due and payable to such Participant; provided, that in the event such
arrangements cannot reasonably be made, such Participant will be required to
pay to the Corporation the appropriate amounts, as a condition to receiving any
shares pursuant to this Article.”


 


8.                                       Section 8.2, Termination,
is hereby amended to read in its entirety as follows:


 


“8.2                           Termination.
The Corporation reserves the right to suspend, discontinue or terminate the
Plans , at any time, in whole or in part, by written action of its Board of
Directors, effective as of the date designated in such written action, without
the consent any Eligible Person, Participant, Designated Recipient or other
person; provided, that in the event the Plans  is terminated prior to any Distribution Date
specified by a Participant, such Participant’s interest shall continue to be
held and distributed strictly in accordance with such Participant’s Election
Form, unless an earlier distribution is required in accordance with Sections
4.3 and 4.6 hereof.”


 


9.                                       Section 9.4, Anti-Alienation.,
is hereby amended by adding the following paragraph to the end thereto:


 


“Notwithstanding the foregoing, a Participant’s Deferred Amount shall
be subject to division and partition under any one (1) or more of the following
three (3) circumstances: (a) an order, issued by a court of competent
jurisdiction, determined by the Committee to satisfy the requirements of a “qualified
domestic relations order” (“QDRO”), as defined in Code Section 414(p)(1)(B) and
related regulations; provided, that (i) a separate benefit shall be recognized
and maintained for any spouse or former spouse determined to have an interest
in the Plans  as a result of a QDRO; and
(ii) all costs and expenses incurred by the Corporation or Committee in
connection with such QDRO (including any determination that a court order
qualifies as a QDRO) shall be charged against such Participant’s Deferred
Amount, as an offset in accordance with the provisions of this Section 9.4; (b)
a federal, state, or local tax liability that attaches to a Participant’s


 


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Deferred Amount, but only to the extent of such liability; and (c) any
tax liability resulting from the Participant’s Deferred Amount failing to
satisfy the requirements of Code Section 409A, but only to the extent of such
liability.”


 


10.                                 Article IX,
Miscellaneous Provisions, is hereby amended by adding Section 9.12 to the end
thereto, which shall provide as follows:


 


“9.12       Compliance
with Code Section 409A. The Plans  is
intended to be operated in compliance with the provisions of Code Section 409A
(including any rulings or regulations promulgated thereunder). In the event
that any Plans  provision fails to
satisfy the provisions of Code Section 409A and related regulations, in form or
in operation, such provision shall be void and shall not apply to a Participant’s
Deferred Amount, to the extent practicable. In the event that it is determined
to not be feasible to so void any such Plans 
provision as such provision applies to a Participant’s Deferred Amount,
such Plans  provision shall be construed
in a manner so as to comply with the requirements of Code Section 409A and
related regulations.”


 


IN WITNESS HEREOF, the Corporation, by its duly authorized officer, has
caused this Amendment Number Two to the Plans 
to be executed on this 30th day of November, 2005.


 


 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



 


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