Exhibit 10.1





 


Ur-Energy Inc.


 


 


 


Restricted Share Unit Plan


 


 


 


Originally Effective May 7, 2010


 


As amended and restated on March 23,
2015


 




    	 



    	 



    


 


 


Table of Contents


 


 





	Article 1	GENERAL PROVISIONS	4
	1.1	Purpose	4
	1.2	Definitions	4
	1.3	Effective Date	6
	1.4	Governing Law; Subject to Applicable Regulatory Rules	6
	Article 2	ELIGIBILITY AND PARTICIPATION	7
	2.1	Eligibility	7
	2.2	Rights Under the Plan	7
	2.3	Copy of Plan	7
	2.4	Limitation on Rights	7
	2.5	Grant Agreements	7
	2.6	Maximum Number of Common Shares	7
	Article 3	RESTRICTED SHARE UNITS	8
	3.1	Grant of Restricted Share Units	8
	3.2	Redemption of Restricted Share Units	8
	3.3	Compliance With Tax Requirements	8
	3.4	Payment of Dividend Equivalents	9
	3.5	Adjustments	9
	3.6	Offer for Common Shares – Change of Control	9
	Article 4	EVENTS AFFECTING ENTITLEMENT	10
	4.1	Termination of Employment or Election as a Director	10
	4.2	Death	10
	4.3	No Grants Following Last Day of Active Employment	11
	Article 5	ADMINISTRATION	11
	5.1	Transferability	11
	5.2	Administration	11
	5.3	Records	12
	5.4	Statements	12
	5.5	Legal Compliance	12
	Article 6	AMENDMENT AND TERMINATION	12
	6.1	Amendment	12






	6.2	Termination of Plan	13
	Article 7	GENERAL	13
	7.1	Rights to Common Shares	13
	7.2	No Right to Employment	14
	7.3	Right to Funds	14
	7.4	Successors and Assigns	14
	7.5	Severability	14
	7.6	Code Section 409A	14







 



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Article 1

GENERAL PROVISIONS


 


1.1                          Purpose


 


This Restricted Share
Unit Plan is established as a vehicle by which equity-based incentives may be awarded to retain employees, to recognize and reward
their significant contributions to the long-term success of the Corporation including to align the employees and directors interests
more closely with the shareholders of the Corporation.


 


1.2                          Definitions


 


As used in the Plan,
the following terms have the following meanings:


 


		(a)	“Board” means the Board of Directors of the Corporation;



 


		(b)	“Change of Control” includes:



 


		(i)	the acquisition by any persons acting jointly or in concert (as determined by the Securities Act
(Ontario)), whether directly or indirectly, of voting securities of the Corporation that, together with all other voting securities
of the Corporation held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the
Corporation;



 


		(ii)	an amalgamation, arrangement or other form of business combination of the Corporation with another
corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50%
of all outstanding voting securities of the corporation resulting from the business combination;



 


		(iii)	the sale, lease or exchange of all or substantially all of the property of the Corporation to another
person, other than in the ordinary course of business of the Corporation or to a Related Entity; or



 


		(iv)	any other transaction that is deemed to be a “Change of Control” for the purposes of
this Plan by the Board in its sole discretion;



 


provided, however,
with respect to Section 409A Covered Awards, a transaction will not be deemed to be a Change in Control unless such transaction
constitutes a “change in control event” within the meaning of Section 409A of the Code.


 


		(c)	“Code” means the US Internal Revenue Code of 1986, as amended;



 


		(d)	“Committee” means the Compensation Committee of the Board or such other persons designated
by the Board;



 


		(e)	“Common Share” means a common share in the capital of the Corporation;



 


		(f)	“Corporation” means Ur-Energy Inc. and its successors and assigns;



 



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		(g)	“Director” means a non-Employee director of the Board of the Corporation;



 


		(h)	“Dividend” means a dividend declared and payable on a Common Share in accordance with
the Corporation’s dividend policy as the same may be amended from time to time (an “Ordinary Dividend”), and
may, in the discretion of the Committee, include a special or stock dividend (a “Special Dividend”) declared and payable
on a Common Share;



 


		(i)	“Eligible Person” means an Employee or a Director who is designated as an Eligible
Person pursuant to Section 2.1;



 


		(j)	“Employee” means an employee of the Corporation or a Subsidiary;



 


		(k)	“Fair Market Value” means the closing price of the Common Shares on the Toronto Stock
Exchange on the Business Day immediately prior to the Redemption Date, or if the shares are not listed on the Toronto Stock Exchange,
then on such other stock exchange or quotation system as may be selected by the Committee, provided that, if the Common Shares
are not listed or quoted on any other stock exchange or quotation system, then the Fair Market Value will be the value determined
by the Committee in its sole discretion acting in good faith;



 


		(l)	“Grant Date” means any date determined from time to time by the Committee as a date
on which a grant of Restricted Share Units will be made to one or more Eligible Persons under this Plan;



 


		(m)	“Officer” means a person who is an officer of the Corporation within the meaning of
Section 1 of the Securities Act (Ontario).



 


		(n)	“Plan” means the Ur-Energy Inc. Restricted Share Unit Plan, as amended from time to
time;



 


		(o)	“Redemption Date” in respect of any Restricted Share Unit means (A) for Restricted
Share Units issued prior to Amended Effective Date, (i) 50% of such Restricted Share Unit on the first anniversary of the Grant
Date on which such Restricted Share Unit was granted to the Eligible Person, and (ii) 50% of such Restricted Share Unit on the
second anniversary of the Grant Date on which such Restricted Share Unit was granted to the Eligible Person, and (B) for Restricted
Shares Units issued on or after Amended Effective Date, 100% of such Restricted Share Unit on the second anniversary of the Grant
Date on which such Restricted Share Unit was granted to the Eligible Person, unless (a) an earlier date has been approved by the
Committee as the Redemption Date in respect of such Restricted Share Unit (provided, however, that the Committee shall not designate
an earlier Redemption Date in respect of Section 409A Covered Awards), or (b) Section 3.6, 4.1, 4.2 or 6.2, is applicable, in which
case the Redemption Date in respect of such Restricted Share Unit shall be the date established as such in accordance with the
applicable Section; provided that, notwithstanding any other provision hereof, in no event will the Redemption Date in respect
of any Restricted Share Unit be after the end of the calendar year which is three years following the end of the year in which
services to which the grant of such Restricted Share Unit relates were performed by the Employee or Director to whom such Restricted
Share Unit was granted;



 



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		(p)	“Reorganization” means any declaration of any stock dividend (other than a Special
Dividend in respect of which the Committee, in its discretion, determines that Eligible Persons are to be paid a cash amount pursuant
to Section 3.4), stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of
arrangement, reorganization, spin-off or other distribution (other than Ordinary Dividends) of the Corporation assets to shareholders
or any other similar corporate transaction or event which the Committee determines affects the Common Shares such that an adjustment
is appropriate to prevent dilution or enlargement of the rights of Eligible Persons under this Plan;



 


		(q)	“Restricted Share Unit” means one notional Common Share (without any of the attendant
rights of a shareholder of such Common Share, including the right to vote such Common Share and the right to receive dividends
thereon, except to the extent otherwise specifically provided herein) credited by bookkeeping entry to a notional account maintained
by the Corporation in respect of an Eligible Person in accordance with this Plan; and



 


		(r)	“Section 409A Covered Award” means any Award granted under the Plan after the Amended
Effective Date that constitutes “non-qualified deferred compensation” subject to Section 409A of the Code.



 


		(s)	“Separation from Service” has the meaning set forth in Treasury Regulation 1.409A-1(h)
applying the default rules thereunder.



 


		(t)	“Specified Employee” means a “specified employee” within the meaning of
Section 409A(a)(2)(B) of the Code using the identification methodology selected by the Corporation from time to time, or if none,
the default methodology set forth in Section 409A of the Code.



 


		(u)	“Subsidiary” has the meaning set out in the Securities Act (Ontario).



 


1.3                          Effective Date


 


The Plan was originally
effective May 7, 2010 with respect to the Eligible Person payable commencing in and with respect to the 2010 fiscal year. The Plan,
as amended, is effective March 23, 2015. No Common Shares may be issued under the Plan until and unless all required regulatory
and shareholder approvals have been obtained with respect to the issuance of Common Shares hereunder.


 


1.4                          Governing Law; Subject to Applicable Regulatory Rules


 


The Plan shall be governed
by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The
provisions of the Plan shall be subject to the applicable by-laws, rules and policies of the Toronto Stock Exchange and applicable
securities legislation.






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Article 2

ELIGIBILITY AND PARTICIPATION


 


2.1                          Eligibility


 


This Plan applies to
those Employees and Directors whom the Committee designates as eligible for a grant of Restricted Share Units pursuant to Section
3.1. The Committee shall make such a designation prior to each Grant Date.


 


2.2                          Rights Under the Plan


 


Subject to Article 4
and Article 5, an Eligible Person who has been granted Restricted Share Units shall continue to have rights in respect of
such Restricted Share Units until such Restricted Share Units have been redeemed for cash or shares in accordance with this Plan.


 


2.3                          Copy of Plan


 


The Corporation shall
provide each Eligible Person with a copy of this Plan following the initial grant of Restricted Share Units to such Eligible Person
and shall provide each Eligible Person with a copy of all amendments to this Plan.


 


2.4                          Limitation on Rights


 


Nothing in this Plan
shall confer on any Employee or Director any right to be designated as an Eligible Person or to be granted any Restricted Share
Units. There is no obligation for uniformity of treatment of Eligible Persons or any group of Employees, Directors or Eligible
Persons, whether based on salary or compensation, grade or level or organizational position or level or otherwise. A grant of Restricted
Share Units to an Eligible Person on one or more Grant Dates shall not be construed to create a right to a grant of Restricted
Share Units on a subsequent Grant Date.


 


2.5                          Grant Agreements


 


Each grant of Restricted
Share Units shall be evidenced by a written agreement executed by the Eligible Person in substantially the form appended hereto.
An Eligible Person will not be entitled to any grant of Restricted Share Units or any benefit of this Plan unless the Eligible
Person agrees with the Corporation to be bound by the provisions of this Plan. By entering into an agreement described in this
Section 2.5, each Eligible Person shall be deemed conclusively to have accepted and consented to all terms of this Plan and all
bona fide actions or decisions made by the Committee. Such terms and consent shall also apply to and be binding on the legal representative,
beneficiaries, heirs and successors of each Eligible Person.


 


2.6                          Maximum Number of Common Shares


 


Notwithstanding any provision
herein, the aggregate number of Common Shares which may be issuable upon the redemption of all Restricted Share Units under the
Plan, in combination with the aggregate number of Common Shares which may be issuable under any and all of the Corporation’s
equity incentive plans in existence from time to time, including the Corporation’s Stock Option Plan 2005, as amended from
time to time, shall not exceed ten percent (10%) of the issued and outstanding shares of the Corporation as at the Grant Date of
each Restricted Share Unit under the Plan or such greater number of Common Shares as shall have been duly approved by the Board
and, if required by the rules or policies of the Toronto Stock Exchange or any other stock exchange on which the Common Shares
of the Corporation may then be listed, by the shareholders of the Corporation. No fractional Common Shares may be issued under
the Plan.






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Article 3

RESTRICTED SHARE UNITS


 


3.1                          Grant of Restricted Share Units


 


On each Grant Date, the
Committee shall designate Eligible Persons and determine the number of Restricted Share Units to be granted to each Eligible Person
in the Committee’s sole discretion.


 


3.2                          Redemption of Restricted Share Units


 


		(a)	Unless redeemed earlier in accordance with this Plan, the Restricted Share Units of each Eligible
Person will be redeemed on or within thirty (30) days after the Redemption Date for cash or Common Shares, as determined by the
Committee, for an amount equal to the Fair Market Value of a Restricted Share Unit.



 


		(b)	If the Committee determines that any Restricted Share Units are to be redeemed for Common Shares,
the Eligible Person will be entitled to receive and the Corporation will issue to the Eligible Person a number of Common Shares
equal to the Fair Market Value of the Restricted Share Units (net of any applicable statutory withholdings) that have vested on
the Redemption Date.



 


3.3                          Compliance With Tax Requirements


 


In taking any action
hereunder, or in relation to any rights hereunder, the Corporation and each Eligible Person shall comply with all provisions and
requirements of any income tax, pension plan, or employment or unemployment insurance legislation or regulations of any jurisdiction
which may be applicable to the Corporation or Eligible Person, as the case may be. The Corporation shall have the right to deduct
from all payments made to the Employee in respect of the Restricted Share Units, whether in cash or Common Shares, any federal,
provincial, local, foreign or other taxes, Canadian Pension Plan or Employment Insurance Commission or other deductions required
by law to be withheld with respect to such payments. The Corporation may take such other action as the Board or the Committee may
consider advisable to enable the Corporation and any Eligible Person to satisfy obligations for the payment of withholding or other
tax obligations relating to any payment to be made under this Plan. Each Eligible Person (or the heirs and legal representatives
of the Eligible Person) shall bear any and all income or other tax imposed on amounts paid to the Eligible Person (or the heirs
and legal representatives of the Eligible Person) under this Plan, including any taxes, interest or penalties resulting from the
application of Section 409A of the Code. If the Board or the Committee so determines, the Corporation shall have the right to require,
prior to making any payment under this Plan, payment by the recipient of the excess of any applicable Canadian or foreign federal,
provincial, state, local or other taxes over any amounts withheld by the Corporation, in order to satisfy the tax obligations in
respect of any payment under this Plan. If the Corporation does not withhold from any payment, or require payment of an amount
by a recipient, sufficient to satisfy all income tax obligations, the Eligible Person shall make reimbursement, on demand, in cash,
of any amount paid by the Corporation in satisfaction of any tax obligation. Notwithstanding any other provision hereof, in taking
such action hereunder, the Board and the Committee shall endeavour to ensure that the payments to be made hereunder will not be
subject to the “salary deferral arrangement” rules under the Income Tax Act (Canada), as amended, or income tax legislation
of any other jurisdiction.


 



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3.4                          Payment of Dividend Equivalents


 


When Dividends are paid
on Common Shares, an Eligible Person shall be credited with Dividend equivalents in respect of the Restricted Share Units credited
to the Eligible Person’s account as of the record date for payment of Dividends. Such Dividend equivalents shall be converted
into additional Restricted Share Units (including fractional Restricted Share Units) based on the Fair Market Value per Common
Share on the date credited, and such new Restricted Share Units shall be paid at the same time as the Restricted Share Units to
which the Dividend equivalents related.


 


3.5                          Adjustments


 


If any change occurs
in the outstanding Common Shares by reason of a Reorganization, the Committee, in its sole discretion, and without liability to
any person, shall make such equitable changes or adjustments, if any, as it considers appropriate, in such manner as the Committee
may consider equitable, to reflect such change or event including, without limitation, adjusting the number of Restricted Share
Units credited to Eligible Persons and outstanding under the Plan, provided that any such adjustment will not otherwise extend
the Redemption Date otherwise applicable. The Corporation shall give notice to each Eligible Person of any adjustment made pursuant
to this section and, upon such notice, such adjustment shall be conclusive and binding for all purposes. The existence of outstanding
Restricted Share Units shall not affect in any way the right or power and authority of the Corporation or its shareholders to make
or authorize any alteration, recapitalization, reorganization or any other change in the Corporation’s capital structure
or its business or any merger or consolidation of the Corporation, any issue of bonds, debentures or preferred or preference shares
(ranking ahead of the Common Shares or otherwise) or any right thereto, or the dissolution or liquidation of the Corporation, any
sale or transfer of all or any part of its assets or business or any corporate act or proceeding whether of a similar character
or otherwise.


 


3.6                          Offer for Common Shares – Change of Control


 


Notwithstanding anything
else herein to the contrary, in the event of a Change of Control, then the Corporation shall redeem 100% of the Restricted Share
Units granted to the Eligible Persons and outstanding under the Plan as soon as reasonably practical, but no later than thirty
(30) days following the Redemption Date for cash. For the purposes of this Section 3.6: (i) the Redemption Date shall be the date
on which the Change of Control occurs, and (ii) the Fair Market Value of a Restricted Share Unit shall be the greater of (i) the
closing price per Common Share on the Toronto Stock Exchange on the Business Day immediately preceding the Redemption Date, and
(ii) the price at which Common Shares are taken up under the Change of Control, as applicable.


 



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Article 4

EVENTS AFFECTING ENTITLEMENT


 


4.1                          Termination of Employment or Election as a Director


 


		(a)	Voluntary Termination or Termination for Cause. If an Eligible Person is terminated by the Corporation
for cause (as determined by the Corporation), or if an Eligible Person, voluntarily terminates employment for any reason or resigns
as a Director, as applicable, all of the Eligible Person’s Restricted Share Units shall be cancelled and no amount shall
be paid by the Corporation to the Eligible Person in respect of the Restricted Share Units so cancelled.



 


		(b)	Involuntary Termination. The Restricted Share Units of an Eligible Person, other than a Director,
who is involuntarily terminated by the Corporation, for reasons other than cause, shall be redeemed for cash at the Fair Market
Value of a Restricted Share Unit on the Redemption Date. For the purposes of this Section 4.1(b) the Redemption Date shall be:



 


		(i)	for Restricted Share Units other than Section 409A Covered Awards, the date on which the employment
of the Eligible Person, other than a Director, is terminated irrespective of any entitlement of the Eligible Person to notice,
pay in lieu of notice or benefits beyond the termination date, and



 


		(ii)	for Section 409A Covered Awards, the date of the Eligible Person’s Separation from Service;
provided, however, that if on such date the Eligible Person is a Specified Employee, then to the extent required by Section 409A(a)(2)(B)
of the Code, the Redemption Date shall be the earlier of (i) the expiration of the six (6)-month period measured from the date
of the Eligible Person’s Separation from Service, and (ii) the date of the Eligible Person’s death (the “Delay
Period”).



 


		(c)	Termination related to Directors. The Restricted Share Units of a Director, who is not re-elected
at an annual or special meeting of shareholders shall be redeemed for cash at the Fair Market Value of a Restricted Share Unit
on the Redemption Date. For purposes of this Section 4.1(c), the Redemption Date shall be:



 


		(i)	for Restricted Share Units other than Section 409A Covered Awards, the date on which the annual
or special meeting is held, and



 


		(ii)	for Section 409A Covered Awards, the date of the Eligible Person’s Separation from Service.



 


		(d)	Retirement of Officers and Directors. Any unvested Restricted Share Units held by the Officer or
Director will become fully vested upon such Officer’s or Director’s “Retirement,” which shall mean such
Officer’s or Director’s voluntary termination of employment or cessation of services to the Corporation when the Officer’s
or Director’s age plus years of service with the Corporation (in each case measured in complete, whole years) equals or exceeds
65, provided that at the date of termination such Officer or Director has completed at least five years of service with the Corporation.
Such Restricted Share Units shall be redeemed in accordance with Section 3.2 on their originally scheduled Redemption Dates.



 



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4.2                          Death


 


All of the Restricted
Share Units of an Eligible Person who dies shall be redeemed in accordance with Section 3.2. For the purposes of the foregoing,
the Redemption Date shall be the date of the Eligible Person’s death.


 


4.3                          No Grants Following Last Day of Active Employment


 


In the event of termination
of any Eligible Person’s employment with the Corporation, such Eligible Person shall not be granted any Restricted Share
Units pursuant to Section after the last day of active employment of such Eligible Person. Without limiting the generality of the
foregoing and of Section 2.4, notwithstanding any other provision hereof, and notwithstanding any provision of any employment agreement
between any Eligible Person and the Corporation, no Eligible Person will have any right to be awarded additional Restricted Share
Units, and shall not be awarded any Restricted Share Units, pursuant to Section 3.1 after the last day of active employment of
such Eligible Person on which such Eligible Person actually performs the duties of the Eligible Person’s position, whether
or not such Eligible Person receives a lump sum payment of salary or other compensation in lieu of notice of termination, or continues
to receive payment of salary, benefits or other remuneration for any period following such last day of active employment. Notwithstanding
any other provision hereof, or any provision of any employment agreement between the Corporation and an Eligible Person, in no
event will any Eligible Person have any right to damages in respect of any loss of any right to be awarded Restricted Share Units
pursuant to Section 3.1 after the last day of active employment of such Eligible Person and no severance allowance, or termination
settlement of any kind in respect of any Eligible Person will include or reflect any claim for such loss of right and no Eligible
Person will have any right to assert, claim, seek or obtain, and shall not assert, claim, seek or obtain, any judgment or award
in respect of or which includes or reflects any such right or claim for such loss of right.


 


Article 5

ADMINISTRATION


 


5.1                          Transferability


 


Rights respecting Restricted
Share Units shall not be transferable or assignable other than by will or the laws of decent and distribution.


 


5.2                          Administration


 


The Committee shall,
in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements: (i) interpret and
administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; and (iii) make any other
determinations that the Committee deems necessary or desirable for the administration and operation of the Plan. The Committee
may delegate to any person any administrative duties and powers under this Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute
discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the
Plan shall be conclusive and binding on the Eligible Person and his or her legal representative. The Board may establish policies
respecting minimum ownership of Common Shares of the Corporation by Eligible Persons and the ability to elect Restricted Share
Units to satisfy any such policy.






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5.3                          Records


 


The Corporation will
maintain records indicating the number of Restricted Share Units credited to an Eligible Person under the Plan from time to time
and the Grant Dates of such Restricted Share Units. Such records shall be conclusive as to all matters involved in the administration
of this Plan.


 


5.4                          Statements


 


The Corporation shall
furnish annual statements to each Eligible Person indicating the number of Restricted Share Units credited to the Eligible Person
and the Grant Dates of the Restricted Share Units and such other information that the Corporation considers relevant to the Eligible
Person.


 


5.5                          Legal Compliance


 


Without limiting the
generality of the foregoing, the Committee may take such steps and require such documentation from Eligible Persons as the Committee
may determine are desirable to ensure compliance with all applicable laws and legal requirements, including all applicable corporate
and securities laws and regulations of any country, and any political subdivisions thereof, and the by-laws, rules and regulations
of any stock exchanges or other organized market on which Common Shares may from time to time be listed or posted and any applicable
provisions of the Income Tax Act (Canada), as amended or income tax legislation or any other jurisdiction.


 


Article 6

AMENDMENT AND TERMINATION


 


6.1                          Amendment


 


		(a)	The Board reserves the right, in its sole discretion, to amend, suspend or terminate the
                                                               Plan                                                                or any portion thereof at any time, in accordance with
                                                               applicable legislation, without obtaining the approval of
                                                               shareholders. Notwithstanding the foregoing, the Corporation will be required to obtain, in accordance with the provisions
                                                               of the rules and policies of the Toronto Stock Exchange, the approval
                                                               of                                                                holders of a
                                                               majority                                                                of shares present and voting in person
                                                               or by proxy at                                                                        a meeting of the shareholders of the
                                                               Corporation for any
                                                               amendment related to:



 


		(i)	the percentage of the issued and outstanding Common Shares available to be granted under the Plan;



 


		(ii)	a change in the method of calculation of redemption of Restricted Share Units held by Eligible
Persons;



 



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		(iii)	an extension to the term for redemption of Restricted Share Units held by Eligible Persons;
and                                                               
	 	 	 
	 	(iv)	amendments to this Section 6.1 of the Plan. 



 


		(b)	Unless an Eligible Person otherwise agrees, any amendment to the Plan or Restricted Share Unit
shall apply only in respect of Restricted Share Units granted on or after the date of such amendment.



 


		(c)	Without limiting the generality of the foregoing, the Board may make the following amendments to
the Plan, without obtaining shareholder approval:



 


		(i)	amendments to the terms and conditions of the Plan necessary to ensure that the Plan complies with
the applicable regulatory requirements, including the rules of the TSX, in place from time to time;



 


		(ii)	amendments to the provisions of the Plan respecting administration of the Plan and eligibility
for participation under the Plan;



 


		(iii)	amendments to the provisions of the Plan respecting the terms and conditions on which Restricted
Share Units may be granted pursuant to the Plan, including the provisions relating to the payment of the Restricted Share Units;
and



 


		(iv)	amendments to the Plan that are of a “housekeeping” nature.



 


6.2                          Termination of Plan


 


The Board may from time
to time amend or suspend this Plan in whole or in part and may at any time terminate this Plan. No such amendment, suspension or
termination shall adversely affect the rights of any Eligible Person at the time of such amendment, suspension or termination with
respect to outstanding and unredeemed Restricted Share Units credited to such Eligible Person without the consent of the affected
Eligible Person. If the Board terminates the Plan, no new Restricted Share Units will be awarded to any Eligible Person, but outstanding
and unredeemed previously credited Restricted Share Units shall remain outstanding, be entitled to payments as provided under Section
3.4, and be paid in accordance with the terms and conditions of this Plan existing at the time of termination. This Plan will finally
cease to operate for all purposes when the last remaining Eligible Person receives a payment in satisfaction of all outstanding
and unredeemed Restricted Share Units credited to such Eligible Person, or all outstanding and unredeemed Restricted Share Units
credited to such Eligible Person are cancelled pursuant to the provisions thereof.


 


Article 7

GENERAL


 


7.1                          Rights to Common Shares


 


This Plan shall not be
interpreted to create any entitlement of any Eligible Person to any Common Shares, or to the dividends payable pursuant thereto,
except as expressly provided herein. A holder of Restricted Share Units shall not have rights as a shareholder of the Corporation
with respect to any Common Shares which may be issuable pursuant to the Restricted Share Units so held, whether voting, right on
liquidation or otherwise.


 



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7.2                         
No Right to Employment


 


This Plan shall not be
interpreted as either an employment or trust agreement. Nothing in this Plan nor any Committee guidelines or any agreement referred
to in Section 2.5 nor any action taken hereunder shall be construed as giving any Eligible Person the right to be retained in the
continued employ or service of the Corporation or any of its subsidiaries, or giving any Eligible Person or any other person the
right to receive any benefits not specifically expressly provided in this Plan nor shall it interfere in any way with any other
right of the Corporation to terminate the employment or service of any Eligible Person at any time.


 


7.3                          Right
to Funds


 


Neither the establishment
of this Plan nor the granting of Restricted Share Units under this Plan shall be deemed to create a trust. Amounts payable to any
Eligible Person under the Plan shall be a general, unsecured obligation of the Corporation. The right of the Employee to receive
payment pursuant to this Plan shall be no greater than the right of other unsecured creditors of the Corporation.


 


7.4                          Successors and Assigns


 


The Plan shall be binding
on all successors and assigns of the Corporation and an Eligible Person, including without limitation, the estate of such Eligible
Person and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s
or Eligible Person’s creditors.


 


7.5                          Severability


 


If any provision of the
Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity
or enforcement of any other provision or part thereof.


 


7.6                          Code Section 409A


 


		(a)	Although the Corporation does not guarantee to a Eligible Person any particular tax treatment of
an Award, the payments hereunder in redemption of the Restricted Share Units are intended to comply with or be exempt from the
provisions of Section 409A of the Code, and this Plan shall be administered accordingly. Notwithstanding the foregoing, neither
the Corporation, nor its subsidiaries or affiliates, nor any of their officers, directors, employees or representatives shall be
liable to the Eligible Person for any interest, taxes or penalties resulting from non-compliance with Section 409A of the Code.



 


		(b)	All payments in respect of Restricted Share Units other than Section 409A Covered Awards are intended
to be “short-term deferrals” exempt from the application of Code Section 409A and are intended to be made no later
than the 15th day of the third month after the later of the end of (i) the first calendar year in which the Eligible Person’s
right to the payment is no longer subject to a substantial risk of forfeiture or (ii) the first taxable year of the Corporation
in which the Eligible Person’s right to payment is no longer subject to a substantial risk of forfeiture.



 


 


 




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RESTRICTED SHARE UNIT GRANT AGREEMENT


 


This Restricted Share Unit Grant Agreement
is made as of the ___ day of __________, 20__ between _______________________, the undersigned “Eligible Person” (the
“Eligible Person”), being an employee or director of Ur-Energy Inc. (the “Corporation”), named or designated
pursuant to the terms of the Restricted Share Unit Plan of Ur-Energy Inc. (which Plan, as the same may from time to time be modified,
supplemented or amended and in effect is herein referred to as the “Plan”), and the Corporation.


 


In consideration of the grant of Restricted
Share Units made to the Eligible Person pursuant to the Plan (the receipt and sufficiency of which are hereby acknowledged), the
Eligible Person hereby agrees and confirms that:


 


		1.	The Eligible Person has received a copy of the Plan and has read,
understands and agrees to be bound by the provisions of the Plan.



 


		2.	The Eligible Person accepts and consents to and shall be deemed conclusively
to have accepted and consented to, and agreed to be bound by, the provisions and all terms of the Plan and all bona fide actions
or decisions made by the Board, the Committee, or any person to whom the Committee may delegate administrative duties and powers
in relation to the Plan, which terms and consent shall also apply to and be binding on the legal representatives, beneficiaries
and successors of the undersigned.



 


		3.	On ________________, 20__, the Eligible Person was granted __________
Restricted Share Units, which grant is evidenced by this Agreement.



 


		4.	This Restricted Share Unit Grant Agreement shall be considered as
part of and an amendment to the employment agreement between the Eligible Person and the Corporation and the Eligible Person hereby
agrees that the Eligible Person will not make any claim under that employment agreement for any rights or entitlement under the
Plan or damages in lieu thereof except as expressly provided in the Plan.



 


This Agreement shall be determined in accordance
with the laws of Ontario and the laws of Canada applicable therein.


 


Words used herein which are defined in
the Plan shall have the respective meanings ascribed to them in the Plan.


 


IN WITNESS WHEREOF, Ur-Energy Inc. has
executed and delivered this Agreement, and the Eligible Person has signed, sealed and delivered this Agreement, as of the date
first above written.


 


 


 


	
        UR-ENERGY INC. 

         

         

         

	Per:	 
	Name:	 




 


 


	 
	<Name>



 


 


 


 


 


 








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