Exhibit 10.47


 


URANIUM
RESOURCES


 


AND


 


DONALD
C. EWIGLEBEN


 


EMPLOYMENT
AGREEMENT


 


September 3, 2009


 


This Employment Agreement
(“Agreement”) is made and
entered into as of September 3, 2009 (the “Effective Date”), by and between Uranium Resources, Inc., a Delaware corporation (hereafter “Company”), and Donald C. Ewigleben
(hereafter “Executive”).


 


1.                                       Employment.  During the Employment Period (as
defined in Section 4 hereof), the Company shall employ Executive,
and Executive shall serve, as President and Chief Executive Officer and Chief
Operating Officer of the Company and each of its subsidiaries, reporting
directly to the Board of Directors of the Company (the “Board”).  References herein to employment with or by
the Company shall include employment with or by any affiliate of the Company.


 


2.                                       Duties and Responsibilities of
Executive.


 


(a)                                  During the Employment Period (as
defined in Section 4 hereof), Executive shall devote his full time
and attention during normal business hours to the business of the Company, will
act in the best interests of the Company and will perform with due care his
duties and responsibilities.  Executive’s
duties will include those normally incidental to the position of President and
Chief Executive Officer and Chief Operating Officer as well as such additional
duties consistent therewith as may be assigned to him by the Board.  If, in its sole and complete discretion, the
Board changes Executive’s title and/or Executive’s reporting responsibilities,
the Board may make such changes, and such changes shall thereafter apply for
purposes of this Agreement, subject only to the provisions of Section 7(c) hereof.


 


(b)                                 Executive agrees to cooperate fully
with the Board and not engage directly or indirectly in any activity that
materially interferes with the performance of Executive’s duties
hereunder.  During such Employment
Period, Executive will not hold outside employment, or perform substantial
personal services for parties unrelated to the Company, without the advance
written approval of the Board; provided, that it shall not be
a violation of this Agreement for Executive to (1) serve on any corporate,
civic, or charitable boards or committees (except for boards or committees of
any business organization that competes with the Company in any business in
which the Company is regularly engaged), so long as such service does not
materially interfere with the performance of Executive’s duties and
responsibilities under this Agreement, as the Board in its reasonable
discretion shall determine, (2) manage personal investments, or (3) take
vacation days and reasonable absences due to injury or illness, as set forth
herein and/or permitted by the general policies of the Company.


 


(c)                                  Executive represents and covenants
to the Company that he is not subject or a party to any employment agreement,
non-competition covenant, non-solicitation agreement, nondisclosure agreement,
or any other agreement, covenant, understanding, or restriction that would
prohibit Executive from executing this Agreement and fully performing his
duties and responsibilities hereunder.


 


(d)                                 Executive acknowledges and agrees
that Executive owes the Company a duty of loyalty and that any obligations
described in this Agreement are in addition to, and not in lieu of, any
obligations Executive owes the Company as a matter of law.


 


3.                                       Compensation.


 


(a)                                  Sign On Bonus. 
On September 3, 2009, the Compensation Committee of the Board
granted Executive 100,000 shares of Restricted Stock under the Company’s 2007
Restricted Stock Plan that will fully vest on March 3, 2010.


 


(b)                                 Base Salary. 
Commencing October 1, 2009, and during the Employment Period, the
Company shall pay to Executive an annual base salary of $350,000 (the “Base
Salary”), payable on a not less than semi-monthly basis, in conformity
with the Company’s customary payroll practices for executive salaries.  For all purposes of this Agreement, 


 

















 


Executive’s Base Salary shall include
any portion thereof which Executive elects to defer under any nonqualified plan
or arrangement.


 


(c)                                  Annual Performance Bonus. 
Executive shall be eligible for an annual discretionary performance
bonus with respect to each calendar year during the Employment Period (the “Annual
Performance Bonus”), which shall consist of two components, a cash
component targeted at 60% of Base Salary (the “Cash Component of the Annual
Performance Bonus”), and a non-cash component of up to 40% of the Base Salary,
consisting of shares of restricted stock vesting on the 60th day after grant under the Company’s 2007
Restricted Stock Plan (the “Non-Cash Component of the Annual Performance Bonus”).  The amount, if any, of the Cash Component of
the Annual Performance Bonus will be determined by the Compensation Committee
of Board, acting in its sole and complete discretion but based on annual
performance objectives established by the Compensation Committee for the
Executive.  The amount, if any, of the
Non-Cash Component of the Annual Performance Bonus will be determined by the
Compensation Committee of Board, acting in its sole and complete discretion but
based on its determination that Executive has performed above and beyond annual
performance objectives established by the Compensation Committee for the
Executive.  Bonus determinations will be
made by the Board typically within 90 calendar days of the end of each calendar
year.  The Board will, on an annual basis
(at or near the beginning of each calendar year in such Employment Period)
establish performance objectives for Executive for the upcoming year, and will
communicate such objectives to Executive.


 


(d)                                 Long-Term Performance-Based
Incentive Compensation.  The
Compensation Committee has granted Executive 300,000 shares of restricted stock
under the Company’s 2007 Restricted Stock Plan. 
Such shares shall vest in equal one-third installments on the first,
second and third anniversary dates of this Agreement based on annual
performance objectives to be determined each year by the Compensation
Committee. For the year ending September 3, 2010, vesting of the first
installment will be based on the following criteria: (i) the Company’s
stock price performance being equal to or better than the median of the Company’s
peer group as set out in the Company’s prior year annual report during the
twelve month period beginning on September 3, 2009 (ii) maintaining a
best-in-class safety environment of all employees over the twelve month period
as determined by an annual review of the Health, Safety and Environmental
Committee of the Board; (iii) achieving an environmental performance record
in full compliance with Federal, State and local standards for the 12 months
ending September 3, 2010; (iv) delivery of a strategic plan that is
adopted by the Board of the Company on or before March 1st, 2010; and (v) successfully
completing a financing by September 3, 2010 that avoids a “going concern”
issue.  The performance metrics will each
have a 20% weighting and each is subject to an all or nothing threshold except
for the stock price performance metric which is subject to a 90% threshold.  The performance metrics will be set forth
with more particularity in the award agreement approved annually by the
Compensation Committee.


 


(e)                                  Stock Ownership Target. 
Within 5 years from the date of this Agreement, Executive is expected to
own shares of Company Common Stock equal in value to two times his Base
Salary.  The following will count towards
meeting the required ownership level: shares owned beneficially;  restricted stock or stock units held under
any Company restricted stock or similar program (whether vested or unvested);
shares owned jointly with or in trust for immediate family members residing in
the same household; and shares subject to any vested but unexercised stock
options.  The value of the stock held by
Executive on any date of determination will be equal to the greater of (1) Executive’s
acquisition cost and (2) the average market price per share of the Common
Stock on the last trading day of each of the four completed quarters prior to
the determination.


 


(f)                                    Withholding. 
Executive’s Base Salary, Annual Bonus, and other compensation payments
hereunder shall be subject to such payroll and other taxes, withholdings,
assessments and deductions as may be required by applicable law.


 


4.                                       Term of
Employment.


 


(a)                                  The initial term of this Agreement
shall be for the period beginning on the Effective Date and ending at midnight
(Eastern Time) on the second anniversary of the Effective Date.  The term shall be extended automatically for
successive one-year periods unless either party gives the other written notice
of its intent to terminate the Agreement not less than 90 days prior to the end
of the then current term.  The initial
term and any extensions are hereinafter referred to as the “Term.”  The date on which this Agreement is
terminated at the end of the Term or in accordance with Section 6 shall be
referred to herein as the “the Termination Date;” provided, however, that until
October 1, 2009, Executive shall be in a transition period from his former
employer and may perform services for his former employer.  The Termination Date shall also constitute
the employment termination date.


 


(b)                                 The period commencing on the
Effective Date and ending at the close of business on the Termination Date
shall constitute the “Employment Period.”


 


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(c)                                  Notwithstanding any other provision
of this Agreement, this Agreement may be terminated at any time during the
Employment Period in accordance with Section 6.


 


5.                                       Benefits.  Subject to the terms and conditions of
this Agreement, Executive shall be entitled to the following benefits during
the Employment Period:


 


(a)                                  Reimbursement of Business Expenses. 
The
Company agrees to promptly reimburse Executive for reasonable business-related
expenses incurred in the performance of Executive’s duties under this Agreement
in accordance with Company policies.


 


(b)                                 Benefit Plans and Programs. 
To
the extent permitted by applicable law, Executive (and where applicable, his
plan-eligible dependents) will be eligible to participate in all benefit plans
and programs, including improvements or modifications of the same, then being
actively maintained by the Company for the benefit of its executive employees
(or for an employee population which includes its executive employees), subject
in any event to the eligibility requirements and other terms and conditions of
those plans and programs, including, without limitation, 401(k) plan,
medical and dental insurance, life insurance and disability insurance.  The Company will not, however, by reason of
this Section 5(b), have any obligation to institute, maintain, or
refrain from changing, amending, or discontinuing any such benefit plan or
program.


 


(c)                                  Accommodations; Moving Expenses. 
The Company will reimburse Executive for reasonable furnished
accommodation expenses for up to twelve months after his arrival in any city
identified by the Board other than Denver, Colorado as a location from which
Executive should operate in order to give the Company time to determine the
permanent location of Company headquarters. 
Upon a determination by the Board that a city other than Denver,
Colorado will become the permanent headquarters of the Company, consideration
of relocation expenses will be made by the Board.


 


6.                                       Termination of Agreement.


 


(a)                                  Automatic Termination in the Event
of Death.  This Agreement shall automatically terminate
in the event of the Executive’s death.


 


(b)                                 Company’s Right to Terminate.  At any time  during the
Employment Period, the Company shall have the right to terminate this Agreement
with the Company for any of the following reasons:


 


(1)                                  Upon Executive’s Disability (as
defined below);


 


(2)                                  For Cause (as defined in Section 7);
or


 


(3)                                  For any other reason whatsoever, in
the sole and complete discretion of the Company.


 


(c)                                  Executive’s Right to Terminate.  At any time  during the Employment Period, Executive will have the
right to terminate this Agreement with the Company for:


 


(1)                                  Good Reason (as defined in Section 7);
or


 


(2)                                  For any other reason whatsoever, in
the sole and complete discretion of Executive. 
An election by Executive not to renew this Agreement at the end of the
Term, shall constitute a termination of this Agreement by Executive under this
subsection.


 


(d)                                 “Disability.” 
For purposes of this Agreement, “Disability” means that Executive has
sustained sickness or injury that renders Executive incapable, with reasonable
accommodation, of performing the duties and services required of Executive
hereunder for a period of 90 consecutive calendar days or a total of 120
calendar days during any 12-month period.


 


(e)                                  “Notices.” 
Any termination of this Agreement with the Company by the Company under Section 6(b) or
by Executive under Section 6(c) shall be communicated by a
Notice of Termination to the other party. 
A “Notice of Termination” means a written notice that (1) indicates
the specific termination provision in this Agreement relied upon and (2) if
the termination is by the Company for Cause or by Executive for Good Reason,
sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of Executive’s employment under the provision so
indicated. The Notice of Termination must specify Executive’s the Termination
Date.  The Termination Date may be as
early as 14 calendar days after such Notice is given but no later than 60
calendar days after such Notice is given, unless otherwise agreed to by the
parties in writing.


 


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7.                                       Severance Payments.


 


(a)                                  Termination
by the Company.  If this
Agreement automatically terminates under Section 6(a) or if the
Company terminates this Agreement during the Employment Period pursuant
to Sections 6(b)(1)or 6(b)(3) hereof, then the Company shall pay
Executive severance, in a lump sum within 10 days after the
Termination Date, by check (but in any event subject to all applicable
withholding), as follows:


 


(1)                                  One year’s Base Salary; and


 


(2)                                  Bonus at Guideline (as hereinafter
defined).


 


(3)                                  Bonus at Guideline means 60%
of Base Salary.


 


(b)                                 Termination by Executive for Good Reason. 
If Executive terminates this Agreement during the Employment Period
pursuant to Section 6(c)(1) hereof, then the Company shall pay
Executive severance, in a lump sum within 30 days after the
Termination Date, by check (but in any event subject to all applicable
withholding), as follows:


 


(1)                                  One year’s Base Salary; and


 


(2)                                  Bonus at Guideline.


 


(c)                                  Termination by Executive for Good Reason after a
Change in Control. 
If a Change in Control occurs and Executive terminates this Agreement
during the Employment Period pursuant to Section 6(c)(1) hereof
within 30 days after such occurrence, then the Company shall pay Executive
severance, in a lump sum within 30 days after the
Termination Date, by check (but in any event subject to all applicable
withholding), as follows:


 


(1)                                  Two year’s Base Salary; and


 


(2)                                  Bonus at Guideline.


 


(d)                                 Termination upon Failure to Renew by
the Company.  In the event that this Agreement shall
terminate at the end of the Term and is not renewed as a result of a decision
by the Company not to renew this Agreement, prior to a decision by Executive
not to renew this Agreement, the Company shall pay Executive severance, in a
lump sum within 30 days after the Termination Date, equal to
one year’s Base Salary by check.


 


(e)                                  Additional Benefits.  If the Company is required to pay
Executive severance by the express terms of Section 7(a) or 7(b), or
7(c), or 7(d)then:


 


(1)                                  Such severance shall be paid in
addition to any other payments the Company may make to Executive (including,
without limitation, salary, bonuses, equity plans, incentive compensation
plans, fringe benefits, and expense reimbursements) in discharge of the Company’s
obligations to Executive under this Agreement with respect to periods ending
coincident with or prior to the Termination Date.


 


(2)                                  Executive, Executive’s spouse, and
Executive’s dependents will continue to be eligible for coverage under the
Company’s group health plan or any successor plan on the same basis as active
executive employees of the Company, their spouses, and their dependents for a
period of twelve months, commencing on the Termination Date (the “Severance
Period”).  If and when group health
coverage under another group health plan first becomes available thereafter to
Executive, Executive’s spouse, or Executive’s dependents (as applicable), the
Company’s obligations under this paragraph will cease with respect to each
person to whom such coverage becomes available, and such person shall have such
“COBRA” benefit continuation rights as may then be available under relevant
law, treating Executive’s the Termination Date as the date of such person’s “qualifying
event.”


 


(3)                                  To the extent Executive has not
previously vested in such rights (whether in accordance with Section 8
hereof of otherwise), Executive shall become fully vested in all of the rights
and interests held by Executive under the Company’s stock and other equity
plans as of his the Termination Date, including without limitation any stock
options, restricted stock, restricted stock units, performance units, and/or
performance shares.


 


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(4)                                  Payments under Sections 7(a) or
7(b) or 7(c) or 7(d) shall be in lieu of any severance
benefits otherwise due to Executive under any severance pay plan or program
maintained by the Company that covers its employees and/or its executives.


 


(5)                                  The exercise date of any options
held by Executive shall be extended to a date that is 90 days after the
Termination Date.


 


(f)                                    “Cause” means the occurrence or existence, prior to
occurrence of circumstances constituting Good Reason, of any of the following
events during the Employment Period:


 


(1)                                  Executive’s gross negligence or
material mismanagement in performing, or material failure or inability (excluding
as a result of death or Disability) to perform, Executive’s duties and
responsibilities as described herein or as lawfully directed by the Board;


 


(2)                                  Executive’s having committed any act
of willful misconduct or material dishonesty against the Company or any of its
affiliates (including theft, misappropriation, embezzlement, forgery, fraud,
falsification of records, or misrepresentation) or any act that results in, or
could reasonably be expected to result in, material injury to the reputation, business
or business relationships of the Company or any of its affiliates;


 


(3)                                  Executive’s material breach of this
Agreement, any fiduciary duty owed by Executive to the Company or its
affiliates, or any written workplace policies applicable to Executive (including
the Company’s code of conduct and policy on workplace harassment) whether
adopted on or after the date of this Agreement;


 


(4)                                  Executive’s having been convicted
of, or having entered a plea bargain, a plea of nolo contendere or settlement admitting guilt for,
any felony, any crime of moral turpitude, or any other crime that could
reasonably be expected to have a material adverse impact on the Company’s or
any of its affiliates’ reputations; or


 


(5)                                  Executive’s having committed any
material violation of any federal law regulating securities (without having
relied on the advice of the Company’s attorney) or having been the subject of
any final order, judicial or administrative, obtained or issued by the
Securities and Exchange Commission, for any securities violation involving
fraud, including, for example, any such order consented to by Executive in
which findings of facts or any legal conclusions establishing liability are
neither admitted nor denied.


 


(g)                                 “Good Reason” means the occurrence, prior to occurrence of
circumstances constituting Cause, of any of the following events during the
Employment Period without Executive’s consent:


 


(1)                                  Any material breach by the Company
of this Agreement, provided
that Executive provides the Board written notice of such breach within 90 days
from the first date that he is aware, or reasonably should be aware, of such
breach and such breach is not remedied within 30 days of the Board’s receipt of
such written notice;


 


(2)                                  Any requirement by the Company that
Executive relocate outside of the Denver metropolitan area;


 


(3)                                  Failure of any successor to assume
this Agreement not later than the date as of which it acquires substantially
all of the equity, assets or businesses of the Company;


 


(4)                                  Any material reduction in Executive’s
title, responsibilities, or duties or the Board directs Executive to report to
other than the Board; or


 


(5)                                  The assignment to Executive of any
duties materially inconsistent with his duties as President and Chief Executive
Officer of the Company.


 


(h)                                 Exclusive Payments.                                    Except as provided above, no
severance or other payment in the way of severance shall be made to Executive
upon termination of this Agreement.


 


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8.                                       Change of Control.


 


(a)                                  If a Change of Control occurs during
the Employment Period, Executive shall thereupon become 100% vested in all of
the rights and interests then held by Executive under the Company’s stock and
other equity plans (to the extent not theretofore vested), including without
limitation any stock options, restricted stock, restricted stock units,
performance units, and/or performance shares.


 


(b)                                 “Change of Control” means (i) after
the Effective Date, any person or group of affiliated or associated persons not
a shareholder on the date hereof acquires more than 50% of the voting power of
the Company; (ii) the consummation of a sale of all or substantially all
of the assets of the Company; (iii) the dissolution of the Company; (iv) a
majority of the members of the Board are replaced during any 12-month period;
or (iv) the consummation of any merger, consolidation, or reorganization
involving the Company in which, immediately after giving effect to such merger,
consolidation or reorganization, less than 51% of the total voting power of
outstanding stock of the surviving or resulting entity is then “beneficially
owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934, as amended) in the aggregate by the stockholders of the Company
immediately prior to such merger, consolidation or reorganization.


 


9.                                       Parachute
Payment.  Notwithstanding any provision herein, if the
amount payable hereunder should constitute a parachute payment as defined in Section 280
G of the Internal Revenue Code of the United States (Code), the payment will be
reduced to the largest amount that would result in no portion being subject to
the excise tax imposed by, or the disallowance of a deduction under, applicable
provisions of the Code.


 


10.                                 Conflicts
of Interest.  Executive agrees that he shall promptly
disclose to the Board any conflict of interest involving Executive upon
Executive becoming aware of such conflict. 
Executive’s ownership of an interest not in excess of five percent in a
business organization that competes with the Company shall not be deemed to
constitute a conflict of interest.


 


11.                                 Confidentiality.  The Company agrees to provide Executive
valuable Confidential Information of the Company and of third parties who have
supplied such information to the Company.  In consideration of such Confidential
Information and other valuable consideration provided hereunder, Executive
agrees to comply with this Section 11.


 


(a)                                  “Confidential Information” means, without limitation and
regardless of whether such information or materials are expressly identified as
confidential or proprietary, (i) any and all non-public, confidential or
proprietary information or work product of the Company or its affiliates, (ii) any
information that gives the Company or its affiliates a competitive business
advantage or the opportunity of obtaining such advantage, (iii) any
information the disclosure or improper use of which is reasonably expected to
be detrimental to the interests of the Company or its affiliates, (iv) any
trade secrets of the Company or its affiliates, and (v) any other
information of or regarding the Company or any of its affiliates, or its or
their past, present or future, direct or indirect, potential or actual
officers, directors, employees, owners, or business partners, including but not
limited to information regarding any of their businesses, operations, assets,
liabilities, properties, systems, methods, models, processes, results,
performance, investments, investors, financial affairs, future plans, business
prospects, acquisition or investment opportunities, strategies, business
partners, business relationships, contracts, contractual relationships,
organizational or personnel matters, policies or procedures, management or
compensation matters, compliance or regulatory matters, as well as any
technical, seismic, industry, market or other data, studies or research, or any
forecasts, projections, valuations, derivations or other analyses, performed,
generated, collected, gathered, synthesized, purchased or owned by, or otherwise
in the possession of, the Company or its affiliates or which Executive has
learned of through his employment with the Company.  Confidential Information also includes any
non-public, confidential or
proprietary information about or belonging to any third party that has been
entrusted to the Company or its affiliates.  Notwithstanding the foregoing, Confidential
Information does not include any information which is or becomes generally known
by the public other than as a result of Executive’s actions or inactions.


 


(b)                                 Protection. 
In return for the Company’s promise to provide Executive with
Confidential Information, Executive promises (i) to keep the Confidential
Information, and all documentation, materials and information relating thereto,
strictly confidential, (ii) not to use
the Confidential Information for any purpose other than as required in
connection with fulfilling his duties as President and Chief Executive Officer
for the benefit of the Company, and (iii) to return to the Company all
documents containing Confidential Information in Executive’s possession upon
separation from the Company for any reason.


 


(c)                                  Value and Security.  Executive understands and agrees that all
Confidential Information, and every portion thereof, constitutes the valuable
intellectual property of the Company, its affiliates, and/or third parties, and
Executive further acknowledges the importance of maintaining the security and
confidentiality of the Confidential Information and of not misusing the
Confidential Information.


 


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(d)                                 Disclosure Required By Law. 
If Executive is legally required to disclose any Confidential
Information, Executive shall promptly notify the Company in writing of such
request or requirement so that the Company may seek an appropriate protective
order or other relief.  Executive agrees
to cooperate with and not to oppose any effort by the Company to resist or
narrow such request or to seek a protective order or other appropriate
remedy.  In any case, Executive will (i) disclose
only that portion of the Confidential Information that, according to the advice
of Executive’s counsel, is required to be disclosed (and Executive’s disclosure
of Confidential Information to Executive’s counsel in connection with obtaining
such advice shall not be a violation of this Agreement), (ii) use
reasonable efforts (at the expense of the Company) to obtain assurances that
such Confidential Information will be treated confidentially, and (iii) promptly
notify the Company in writing of the items of Confidential Information so
disclosed.


 


(e)                                  Third-Party Confidentiality Agreements.  To the extent that the Company
possesses any Confidential Information which is subject to any confidentiality
agreements with, or obligations to, third parties, Executive will comply with
all such agreements or obligations in full. 
The immediately preceding sentence shall apply only if the Company has
provided Executive with a copy of such agreements, and Executive may disclose
such agreements and any related Confidential Information to Company’s attorneys
and rely on their advice regarding compliance therewith.


 


(f)                                    Survival. 
The covenants made by Executive in this Section 11, other
than Paragraph (f) hereof, will be effective only during the Employment
Period and for the two-year period immediately following the Employment Period,
and to that extent (and only that extent) shall survive termination of this
Agreement.  The covenants made by
Executive in Paragraph (f) of this Section 11 will be
effective during the period specified in the confidentiality agreements
described therein.


 


12.                                 Withholdings.  The Company may withhold and deduct
from any payments made or to be made pursuant to this Agreement (a) all
federal, state, local and other taxes as may be required pursuant to any law or
governmental regulation or ruling, and (b) any deductions consented to in
writing by Executive.


 


13.                                 Severability.  It is the desire of the parties hereto
that this Agreement be enforced to the maximum extent permitted by law, and
should any provision contained herein be held unenforceable by a court of
competent jurisdiction or arbitrator (pursuant to Section 15), the
parties hereby agree and consent that such provision shall be reformed to
create a valid and enforceable provision to the maximum extent permitted by
law; provided,
however, if
such provision cannot be reformed, it shall be deemed ineffective and deleted
from this Agreement without affecting any other provision of this Agreement.


 


14.                                 Title
and Headings; Construction.  Titles and headings to Sections hereof
are for the purpose of reference only and shall in no way limit, define or
otherwise affect the provisions hereof. 
Any and all Exhibits referred to in this Agreement are, by such
reference, incorporated herein and made a part hereof for all purposes.  The words “herein”, “hereof”, “hereunder” and
other compounds of the word “here” shall refer to the entire Agreement and not
to any particular provision hereof.


 


15.                                 Arbitration; Injunctive Relief; Attorneys’
Fees.


 


(a)                                  Subject to Section 15(b),
any dispute, controversy or claim between Executive and the Company arising out
of or relating to this Agreement, Executive’s employment with Company, or the
termination of either (other with respect to claims arising exclusively under
one (1) or more of the Company’s employee benefit plans subject to ERISA)
will be finally settled by arbitration in Denver, Colorado before, and in
accordance with the rules for the resolution of employment disputes then
obtaining of, the American Arbitration Association.  The arbitrator’s award shall be final and
binding on both parties.


 


(b)                                 Notwithstanding Section 15(a),
an application for emergency or temporary injunctive relief by either party
shall not be subject to arbitration under this Section 15;
provided, however, that the remainder of any such dispute (beyond the
application for emergency or temporary injunctive relief) shall be subject to
arbitration under this Section 15. 
Executive acknowledges that Executive’s violation of Sections 10
and/or 11 of this Agreement will cause irreparable harm to the Company,
Executive agrees not to contest that Executive’s violation of Sections 10
and/or 11 of this Agreement will cause irreparable harm to the Company and
Executive agrees that the Company shall be entitled as a matter of right to
specific performance of Executive’s obligations under Sections 10 and 11
and an injunction, from any court of competent jurisdiction, restraining any
violation or further violation of such agreements by Executive or others acting
on his/her behalf, without any showing of irreparable harm and without any
showing that the Company does not have an adequate remedy at law.  The Company’s right to injunctive relief
shall be cumulative and in addition to any other remedies provided by law or
equity.


 


(c)                                  Each side shall share equally the
cost of the arbitrator and bear its own costs and attorneys’ fees incurred in
connection with any arbitration, unless a statutory claim authorizing the award
of attorneys’ fees is at issue, in which event the arbitrator may award a
reasonable attorneys’ fee in accordance with the jurisprudence of that statute.


 


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(d)                                 Nothing in this Section 15
shall prohibit a party to this Agreement from (i) instituting litigation
to enforce any arbitration award or (ii) joining another party to this
Agreement in a litigation initiated by a person which is not a party to this
Agreement.


 


16.                                 Governing
Law.  THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. 
THE EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS
AGREEMENT OR EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 15
FOR ANY REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN DENVER,
COLORADO AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF THOSE
COURTS.


 


17.                                 Entire
Agreement and Amendment.  This Agreement contains the entire
agreement of the parties with respect to Executive’s employment and the other
matters covered herein (except to the extent that other agreements are
specifically referenced herein); moreover, this Agreement supersedes all prior
and contemporaneous agreements and understandings, oral or written,
between the parties hereto concerning the subject matter hereof and
thereof.  This Agreement may be amended,
waived or terminated only by a written instrument executed by both parties
hereto.


 


18.                                 Survival
of Certain Provisions.  Wherever appropriate to the intention
of the parties hereto, the respective rights and obligations of said parties,
including, but not limited to, the rights and obligations set forth in Sections
6 through 16 hereof, shall survive any termination or expiration of this
Agreement for any reason.


 


19.                                 Waiver
of Breach.  No
waiver by either party hereto of a breach of any provision of this Agreement by
the other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as
a waiver of any subsequent breach by such other party or any similar or
dissimilar provision or condition at the same or any subsequent time.  The failure of either party hereto to take
any action by reason of any breach will not deprive such party of the right to
take action at any time while such breach continues.


 


20.                                 Assignment.  Neither
this Agreement nor any rights or obligations hereunder shall be assignable or
otherwise subject to hypothecation by Executive (except by will or by operation
of the laws of intestate succession) or by the Company, except that the Company
may assign this Agreement to any successor (whether by merger, purchase or
otherwise) to all or substantially all of the equity, assets or businesses of
the Company, if such successor expressly agrees to assume the obligations of
the Company hereunder.


 


21.                                 Notices.  Notices provided for in this
Agreement shall be in writing and shall be deemed to have been duly received (a) when
delivered in person or sent by facsimile transmission, (b) on the first
business day after such notice is sent by air express overnight courier
service, or (c) on the third business day following deposit in the United
States mail, registered or certified mail, return receipt requested, postage
prepaid and addressed, to the following address, as applicable:


 


(a)                                  If to Company, addressed to: 405
Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067;
Attn:  Chairman, Board of Directors.


 


(b)                                 If to Executive, addressed to the
address set forth below Executive’s name on the execution page hereof; or
to such other address as either party may have furnished to the other party in
writing in accordance with this Section 21.


 


22.                                 Counterparts.  This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument.  Each counterpart may
consist of a copy hereof containing multiple signature pages, each signed by
one party, but together signed by both parties hereto.


 


23.                                 Definitions.  The parties agree that as used in this
Agreement the following terms shall have the following meanings: an “affiliate”
of a person shall mean any person directly or indirectly controlling,
controlled by, or under common control with, such person; the terms “controlling,
controlled by, or under common control with” shall mean the possession,
directly or indirectly, of the power to direct or influence or cause the
direction or influence of management or policies (whether through ownership of
securities or other ownership interest or right, by contract or otherwise) of a
person; the term “person” shall mean a natural person, partnership (general or
limited), limited liability Company, trust, estate, association, corporation,
custodian, nominee, or any other individual or entity in its own or any
representative capacity, in each case, whether domestic or foreign.


 


24.                                 Internal Revenue Code Section 409A
Compliance.  Notwithstanding anything in this Agreement to
the contrary, if any provision hereof would result in the imposition of an
additional tax under Internal Revenue Code Section 409A and related
regulations and Treasury pronouncements, that provision will be reformed to
avoid imposition of the applicable tax.


 


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SIGNATURE PAGE FOLLOWS


 


IN WITNESS WHEREOF, Executive and the Company
have executed this Agreement to be effective for all purposes as of the
Effective Date.


 


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Donald C. Ewigleben

  
	
   

  	
  Donald C. Ewigleben

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  URANIUM RESOURCES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Paul K. Willmott

  
	
   

  	
   

  	
  Paul K. Willmott, Chairman

  



 


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