Uranerz Energy Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

OPTION SURRENDER AGREEMENT 

	TO: 	URANERZ ENERGY CORPORATION 
	 	 
	RE: 	SURRENDER OF OPTIONS 


     The undersigned holder of
non-qualified stock options (the “Company Options”) to acquire
shares of common stock of the Company, par value $0.001, granted pursuant to the
Amended 2005 Nonqualified Stock Option Plan (the “Plan”), agrees
to surrender each Company Option set forth on Exhibit A hereto (the
“Surrendered Options”). The undersigned has voluntarily determined
to surrender the Surrendered Options, each of which has an exercise price
substantially greater than the current trading price of the Company’s common
stock, in order to assist the Company in attracting talented executives and
employees in the future. 

     Therefore, without requiring any
further action on the part of the undersigned, and notwithstanding any terms of
the option agreement(s) evidencing the Surrendered Options (the “Option
Agreements”) to the contrary, the undersigned hereby irrevocably elects
to surrender the Surrendered Options immediately upon the execution of this
agreement by the undersigned. 

     In connection with the surrender
of the Surrendered Options, the undersign represents and warrants to the Company
that (a) he or she is the beneficial and registered owner of the Surrendered
Options, which are free and clear of all liens, charges, encumbrances and any
other rights of others; (b) he or she has good and sufficient power, authority
and right to enter into and deliver this agreement and to transfer the legal and
beneficial title and ownership of the Surrendered Options to the Company, free
and clear of all liens, charges and encumbrances; (c) he or she has duly
executed and delivered this agreement and it constitutes a valid and legally
binding obligation on him or her, enforceable against him or her in accordance
with its terms; (d) there is no contract, options or any other right of another
binding upon or which at any time in the future may become binding upon him or
her to sell, transfer, assign, pledge, charge, mortgage or in any other way
dispose of or encumber any of the Surrendered Options other than pursuant to the
terms of this agreement, and (e) the undersigned has not been promised and has
no expectation of any consideration for the surrender of Surrendered Options.


     In the event of a conflict
between the terms of this agreement and the Plan or the applicable Option
Agreement, the provisions of this agreement shall control. 




Exhibit 10.1 

     The undersigned acknowledges that
he or she has read this agreement, understands it and voluntarily accepts its
terms. The undersigned further acknowledges that this agreement is executed
voluntarily and without any duress or undue influence on the part of or on
behalf of the Company. 

     This agreement shall be governed
and construed in accordance with the laws of the State of Nevada without regard
to conflicts of laws thereof. This agreement may be executed in counterparts,
each of which shall be an original, with the same effect as if the signature
affixed thereto were upon the same instrument. 

     This agreement shall be binding
upon and enure to the benefit of the parties hereto and their respective
successors, permitted assigns and legal representatives. 

DATED as of the 15th of February, 2014. 

 

_______________________________
NAME

Accepted by the Company on this 15th day of
February, 2014. 

URANERZ ENERGY CORPORATION 

Per: 

 

________________________________
Sandra R. MacKay 
Senior
Vice President and Corporate Secretary 




Exhibit 10.1 

Exhibit A to Surrender Agreement

Surrendered Options 


	Date of Option Grant 
	Number of Shares 
underlying Option 	Exercise Price 
	Expiry Date