Exhibit 10.16.1


 


Amendment Number One


to the


Uranium Resources, Inc.


Amended and Restated Deferred Compensation Plan For 1999


 


WHEREAS, Uranium Resources, Inc., a Delaware corporation currently
maintains the Amended and Restated Deferred Compensation Plan for 1999 adopted
effective September 17, 1999 (the “Plan”); and


 


WHEREAS, the Plan has not previously been amended, but is subject to
amendment in accordance with Section 8.1 of the Plan; and


 


WHEREAS, the Plan currently provides that individuals currently
participating in the Plan (“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 Plan  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 Plan changing the distribution date from January 11, 2006,
will constitute a material modification of the Plan 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 Plan  to bring their
provisions into compliance with the requirements of Code Section 409A and the
related regulations and rulings;


 


NOW, THEREFORE, the Plan 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
2.8, Corporation, to read in its entirety as follows:


 


“2.8                           ‘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 Plan  by appropriate written action.”


 

















 


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


 


“2.10                     ‘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.                                       General
Revision:  All references to January 11,
2006 are hereby amended to read “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 2.23 and
2.24 to the end thereto, as set forth below:


 


“2.23                     ‘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).”


 


“2.24                     ‘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 (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.”


 


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5.                                       Article IV, Deferral
of Compensation, is hereby amended to add (new) Section 4.5 thereto, as set
forth below:


 


“4.5         Early Distribution
of Certain Amounts. Notwithstanding a Participant’s Distribution Date, or
the provisions of Section 4.7 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 4.6 and 4.7 to the
end thereto, as set forth below:


 


“4.6                           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.”


 


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


 


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7.             Section
5.3(b) is amended by restating said Section in its entirety to read as follows:


 


(b)           With respect to any
election to receive shares for all or any portion of the Additional Deferred
Amount, there shall be issued to Participant, within 30 days after the
Distribution Date, his Vested Shares as set forth in Section 5.4.


 


8.             Section
5.6, Withholding, is hereby amended to read in its entirety as follows:


 


“5.6                           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.”


 


9.                                       Section 6.1 is
hereby amended to read in its entirety as follows:


 


6.1           Distribution
of Cash. All amounts credited to an Account as to which a Participant has
not elected to take such amount in shares of Common Stock shall be distributed
to the Participant or his Designated Recipient on January 11, 2006 or such
later date as may be elected by a Participant in his or her Deferral Election
Form.


 


10.                                 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
Plan , 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 Plan  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.”


 


11.                                 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 Plan  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
Deferred Amount, but only to the extent of such liability; and (c) any tax
liability


 


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resulting from the Participant’s Deferred Amount failing to satisfy the
requirements of Code Section 409A, but only to the extent of such liability.”


 


12.                                 Article IX,
Miscellaneous Provisions, is hereby amended by adding Section 9.13 to the end
thereto, which shall provide as follows:


 


“9.13       Compliance
with Code Section 409A. The Plan 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 Plan 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 Plan provision as such provision applies
to a Participant’s Deferred Amount, such Plan 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 One to the Plan to be executed on this 30th day of
November, 2005.


 


 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



 


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