Exhibit 10.17


 


URANIUM
RESOURCES, INC.


 


DEFERRED
COMPENSATION PLAN FOR 2000 AND 2001


 


ARTICLE I


INTRODUCTION


 


1.1                                 This Deferred
Compensation Plan for 2000 and 2001 (the “Plan”) provides selected executive
employees and directors of Uranium Resources, Inc.  and its wholly owned subsidiaries an
opportunity to defer a portion of their compensation during 2000 and 2001.


 


This document constitutes the entire
Plan.  Any and all prior or
contemporaneous oral or written communications hereby are superseded and abolished.


 


ARTICLE II


DEFINITIONS AND GENERAL
PROVISIONS


 


2.1                                 “1999 Plan”
means the deferred compensation plan established by Uranium Resources, Inc.  effective January 11, 1999, as amended
and restated on September 17, 1999.


 


2.2                                 “Additional
Deferred Amount” means the amount of Compensation that a Participant
has deferred under the 1999 Plan but as to which the Participant has not made a
share election under the 1999 Plan.  The
aggregate amount of such Compensation for all Participants under the 1999 Plan
is $108,240.27.


 


2.3                                 “Code”
means the Internal Revenue Code of 1986, as amended and then in effect.


 


2.4                                 “Committee”
means the Plan Committee described in Article VII hereof.


 


2.5                                 “Common Stock”
means the shares of the Corporation’s Common Stock, $.001 par value
per share.


 


2.6                                 “Compensation”
means those amounts otherwise payable in cash or by check or electronic deposit
by the Corporation to an Eligible Person as salary for 2000 and 2001, which
amounts are includable in his gross income for federal income tax purposes
(without regard to Compensation deferred under this or any other plan
maintained by the Corporation), including but not limited to directors’ fees,
salary and bonus, but excluding any and all nonelective contributions
(including matching contributions) made by the Corporation to any employee
benefit plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended).  Without limiting the generality of the
foregoing, the limitations imposed by Code Section 401(a)(17) do not apply
to Compensation as defined under the Plan.


 





















 


2.7                                 “Corporation”
means Uranium Resources, Inc, a Delaware corporation, together with any
successor thereto which adopts this Plan by appropriate written action.


 


2.8                                 “Deferral
Percent” means the portion (expressed as a percentage) of the
Compensation that a Participant elects to defer pursuant to Section 4.1
hereof.


 


2.9                                 “Deferred
Amount” means the amount of Compensation that a Participant has
elected to defer pursuant to Section 4.1 hereof plus the Additional
Deferred Amount.


 


2.10                           “Designated
Recipient” means any person who becomes entitled to receive any
distribution hereunder by reason of the death of a Participant.


 


2.11                           “Distribution
Date” means January 11, 2006.


 


2.12                           “Earned Compensation”
means at any date the amount of Compensation that the Corporation is obligated
to pay Participant for services rendered before giving effect to the
Participant’s deferral election.


 


2.13                           “Eligible
Person” means any employee or director of the Corporation or any of
its wholly owned subsidiaries, but only so long as such person meets all of the
requirements of Section 3.1(a) of the Plan.


 


2.14                           “ERISA”
means The Employee Retirement Income Security Act of 1974, as amended and then
in effect.


 


2.15                           “Participant”
means any Eligible Person who defers Compensation under the Plan.


 


2.16                           “Share Price”
means $0.20 per share.


 


2.17                           “General
Provisions.”  The masculine
wherever used herein shall include the feminine and singular and plural forms
are interchangeable.  Certain terms of
more limited application have been defined in the provisions to which they are
principally applicable.  The division of
the Plan into Articles and Sections with captions has been done for convenience
only and is not to be taken as limiting or extending the meaning of any of its
provisions.


 


ARTICLE III


ELIGIBILITY AND PARTICIPATION


 


3.1                                 General Eligibility
Conditions.


 


(a)                                  To
become eligible to participate in this Plan, an individual must be (i) an
executive employee or a director of the Corporation or any of its wholly owned
subsidiaries and (ii) designated as an Eligible Person on Exhibit A,
as amended from time to time.


 


(b)                                 Once
an Eligible Person becomes a Participant, such individual shall continue to be
eligible to defer Compensation under the terms of this Plan until such
individual fails to meet at least one of the conditions described above.  If a Participant ceases to meet such
conditions, his interest in the Plan and amounts deferred prior to the date he
ceases to be an Eligible Person


 


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shall continue to be held subject to the
terms of the Plan.  For the purposes of
Deferred Amounts that are to be distributed thereafter and for such purpose
only, such person shall continue to be a Participant.


 


3.2                                 Election to
Participate.  To actively participate
in the Plan, an Eligible Person must execute a Deferred Compensation Election
in the form attached hereto as Exhibit C and shall file such election with
the Committee.


 


3.3                                 Share Election.  To elect to receive shares of Common Stock, a
Participant shall execute and deliver to the Company the Share Election in the
form attached hereto as Exhibit D on or before the Distribution Date.


 


ARTICLE IV


DEFERRAL OF COMPENSATION


 


4.1                                 Deferral Elections.  As of the date hereof, the Participants have
elected to defer that portion of their Compensation (expressed as a percent) as
set forth in Exhibit B hereto. 
Such elections are irrevocable unless the Corporation and the
Participant agree otherwise.


 


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


 


4.4                                 Base Salary for
Other Purposes.  Except as otherwise
expressly prohibited by law or the terms of a benefit plan, any Deferred Amount
shall continue to be counted as part of the Participant’s base salary for
purposes of any other contracts between Participant and the Corporation,
including, without limitation, those certain compensation agreements dated June 2,
1997 between the Corporation and certain of the Participants.


 


ARTICLE V


SHARE ELECTION


 


5.1                                 Number of Shares to
be Received.  If a Participant elects
to receive payment of the Deferred Amount in shares of Common Stock, the number
of shares of Common Stock to be issued for the Deferred Amount shall equal the
Deferred Amount divided by the Share Price.


 


5.2                                 Limitation on Sale
of Shares.  All certificates
representing any of the shares of Common Stock shall have endorsed thereon the
following legend:


 


“THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


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5.3                                 Withholding.  The Corporation will make appropriate
withholding for all relevant federal, state and local tax purposes from the
non-deferred portion of Compensation for any Participant.  On the Distribution Date if the fair market
value of the Common Stock that a Participant will receive for any Deferred
Amount is in excess of the Share Price, the Corporation will be required to
withhold additional amounts based upon such excess.  The source of such additional amounts will be
Compensation otherwise payable to the Participant on the Distribution Date, to
the extent sufficient.  If such amounts
are insufficient, the Participant will be required to pay to the Corporation
the appropriate amounts as a condition to receipt of the shares.


 


ARTICLE VI


BENEFICIARIES


 


If Participant has not designated a
Designated Recipient, any distribution hereunder after the death of a
Participant shall be payable first to his surviving spouse, if any, and if
none, to his estate.


 


ARTICLE VII


PLAN ADMINISTRATION


 


7.1                                 Administration.  The Plan shall be administered by a committee
as provided in Section 7.2 hereof, as an unfunded deferred compensation
plan.


 


7.2                                 Plan Committee.


 


(a)                                  The
Committee shall be the Corporation’s Board of Directors.  No member of the Committee shall act or
participate in any action of the Committee directly affecting his own Account
under the Plan, unless such action is of general application to all Participants.  The Committee is authorized to interpret the
Plan and, from time to time, may adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the purposes of the Plan.


 


(b)                                 The
Committee shall have all powers necessary to accomplish the purpose of the
Plan, including, but not limited to, (i) the discretionary authority to
interpret the Plan; (ii) the discretionary authority to determine all
questions relating to the rights and status of Eligible Persons, Participants
and Designated Recipients; and (iii) the discretionary authority to make
any and all rules and regulations needed or advisable for the
administration of the Plan as are not inconsistent with the terms and
provisions hereof.


 


(c)                                  Without
limiting the powers set forth herein, the Committee shall have the power
to:  (i) change or waive in writing
any requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) determine the
times and places for holding meetings of the Committee and the notice to be
given of such meetings; (iii) employ or otherwise retain such agents and
assistants, counsel (who may be of counsel to the Corporation herein), and
clerical and other service providers as the Committee may require in carrying
out the provisions of the Plan; and (iv) authorize one or more of their
number, or any agent thereof, to execute or deliver any instrument on behalf of
the Committee.


 


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7.3                                 Statement of
Participant’s Account.  As soon as
practicable following December 31 in each year, and otherwise from time to
time as the Committee in its sole discretion may direct, the Committee shall
mail, via first class mail, to each Participant a written statement setting
forth the Account of such Participant as of the end of a year.  Any statement provided in accordance with
this Section shall be deemed to have been accepted as correct, unless
written notice to the contrary is received by the Committee within thirty (30)
days after the mailing of such statement to the Participant.


 


7.4                                 Payment of Expenses.  All costs and expenses incurred in
administering the Plan shall be paid by the Corporation.


 


ARTICLE VIII


AMENDMENT AND TERMINATION


 


8.1                                 Amendment.  The Corporation hereby reserves the right, at
any time and from time to time, by written action of its Board of Directors (or
by written action of an officer or officers of the Corporation to whom such
Board of Directors has expressly delegated the authority to amend the Plan), to
amend, modify or alter any or all of the provisions of the Plan without the
consent of any Eligible Person, Participant, Designated Recipient or other
person; however, no amendment shall operate retroactively so as to affect
adversely any rights to which a Participant may be entitled under the
provisions of the Plan as in effect prior to such action.  Any such amendment, modification or
alteration shall be expressed in an instrument executed by an authorized
officer or officers of the Corporation, and shall become effective as of the
date designated in such instrument.


 


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.


 


ARTICLE IX


MISCELLANEOUS PROVISIONS


 


9.1                                 Employment Remains
At Will.  Nothing in the adoption,
maintenance or operation of the Plan shall confer on any employee, Eligible
Person or Participant the right to continued employment by the Corporation or
by any affiliate or subsidiary corporation thereof, or be treated or considered
evidence of an intent to provide continued employment to such individual, or
affect in any way the right of the Corporation or such affiliate or subsidiary,
to terminate such individual’s employment, at any time and for any reason.  Any question as to whether and when there has
been a termination of a Participant’s employment, and the cause of such
termination, shall be determined by the Committee; any such determination by
the Committee shall be final, binding and conclusive.


 


9.2                                 Facility of
Payments.  Whenever, in the opinion
of the Committee, a person entitled to receive any payment, or installment
thereof, is under a legal disability or is unable to manage his financial
affairs, the Committee shall have the discretionary authority to direct
payments to such person’s legal representative, or to a relative or friend of
such person for his benefit. 
Alternatively, the Committee may in its discretion apply the payment for
the benefit of such person in such manner as the Committee deems
advisable.  Any such payment or
application of benefits, made in good faith and in accordance with the
provisions of this Section, shall completely discharge any liability of the
Plan, the Corporation and the Committee with respect to such payment or
application of benefits.


 


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9.3                                 Plan Is Unfunded;
No Obligation to Fund.  All Accounts
or interests in the Plan are unfunded and the Corporation shall have no
obligation to establish any special or separate fund, or segregate any of its
assets in order to assure the payment of any amounts due or becoming due and
payable under the Plan; however, to provide for the discharge of its
obligations under the Plan, the Corporation may in its sole discretion
establish a fund in its name, or acquire property or contract rights in its
name; provided that no Participant or other person (other than the Corporation)
shall acquire a legal or equitable interest in any such fund, property or
contract.  The right of a Participant or
his Designated Recipient to receive a distribution hereunder shall constitute
an unsecured claim against the general assets of the Corporation, and no
Participant or Designated Recipient or other person shall have any right in or
against any amounts credited under the Plan or any other specific assets of the
Corporation.  All amounts credited under
the Plan to any Accounts maintained for or on behalf of a Participant shall
constitute general assets of the Corporation and may be disposed of by the
Corporation at such time and for such purposes as it may deem appropriate.


 


9.4                                 Anti-Alienation.  No right, benefit or interest in the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
partition, lien, levy, encumbrance or charge; and any attempt to anticipate,
alienate, sell, assign, pledge, partition, lien, levy, encumber or charge the
same shall be void.  No such right,
benefit or interest shall be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefits, including claims
for alimony, marital assets or property, support, or separate maintenance by
the spouse of the Participant.  If a
Participant should become insolvent or bankrupt, or attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right to benefits under
this Plan, such Participant’s interest in the Plan, in the discretion of the
Committee, shall be extinguished; in such event, the Committee in its sole
discretion may hold or apply the interest at issue, or any part thereof, for
the benefit of such Participant, such Participant’s spouse, or such Participant’s
Designated Recipient, in such manner as the Committee in its sole discretion
may deem proper.  Notwithstanding the
generality of the foregoing, the Corporation shall have the unrestricted right
to set off against or recover out of any payments or benefits becoming payable
to or for the benefit of a Participant, at the time such payments or benefits
otherwise become payable hereunder, any amounts owed or owing to the
Corporation by such Participant.


 


9.5                                 Indemnification.  Each Participant, by executing a Compensation
Deferral Agreement and becoming a Participant hereunder, acknowledges and
agrees to indemnify and hold the Corporation harmless from and against any
damages, losses and expenses (including without limitation litigation costs
incurred by the Corporation in connection with the administration of the Plan)
arising from third-party claims disputes involving such Participant’s Plan
interest (including without limitation, tax liens and levies, creditors’
claims, garnishment and bankruptcy proceedings, and proceedings in domestic
relations court).


 


9.6                                 Unclaimed Interests.  If the Committee shall at any time be unable
to make distribution or payment of benefits hereunder to a Participant or any
Designated Recipient of a Participant by reason of the fact that such
Participant’s or Designated Recipient’s whereabouts is unknown, the Committee
shall so certify, and thereafter the Committee shall attempt to locate such
missing person.  In the event that such
missing person is not located with seven (7) years, then the Committee
shall cause the Corporation to pay over to the Secretary of State of the state
whose law has jurisdiction over such matters any and all amounts then owed to
such person, in accordance with the unclaimed funds law of such state, and the
Corporation’s obligations thereto shall thereupon be considered fully and
completely discharged and satisfied.


 


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9.7                                 References to Code,
Statutes and Regulations.  Any and
all references in this Plan to any provision of the Code, ERISA, or any other
statute, law, regulation, ruling or order shall be deemed to refer also to any
successor statute, law, regulation, ruling or order.


 


9.8                                 Liability.  The Corporation, and its directors, officers
and employees, shall be free from liability, joint or several, for personal
acts, omissions, and conduct, and for the acts, omissions and conduct of duly
appointed agents, in the administration of this Plan.


 


9.9                                 Governing Law;
Severability.  The Plan shall be
construed according to the laws of the State of Texas, and all provisions
hereof shall be administered according to the laws of that State, except to the
extent preempted by federal law (including, without limitation, ERISA).  In the event that any one or more of the
provisions of the Plan shall for any reason be held to be invalid, illegal, or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provision of the Plan; rather, the Plan shall be construed as if such
invalid, illegal, or unenforceable provisions had never been contained herein,
and there shall be deemed substituted such other provision as will most nearly
accomplish the intent of the parties to the extent permitted by applicable law.


 


9.10                           Taxes.  The Corporation shall be entitled to withhold
and remit any federal, state and local taxes from any distribution made
hereunder which the Corporation believes are necessary, appropriate or required
by relevant law, regulation or ruling.


 


9.11                           Tax Consequences of
Participation.  While the Plan is
designed to provide Eligible Persons the opportunity to defer Compensation on a
tax-deferred basis, the Corporation makes no representation, warranty or
guarantee of any federal, state or local tax consequences of participation in
the Plan to any Participant or Designated Recipient (or personal representative
or attorney-in-fact for such Participant or Designated Recipient).


 


IN WITNESS WHEREOF, URANIUM RESOURCES, INC,
by action of its Board of Directors, has duly adopted Uranium Resources, Inc.  Deferred Compensation Plan for 2000 and 2001,
effective as of the 1st day of January, 2000.


 


 


	
   

  	
  URANIUM RESOURCES, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name: 

  	
  Paul K. Willmott

  
	
   

  	
  Title: 

  	
  Chairman, President and Chief

  Executive Officer

  
				



 


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EXHIBIT A


 


PARTICIPANTS


 


Tom Ehrlich


Mark Pelizza


Rick Van Horn


Paul Willmott


Leland O. Erdahl


George R. Ireland


 





















 


EXHIBIT B


 


ELECTIONS BY
PARTICIPANTS


 




	
   

  	
   

  	
  Gross

  Salary

  $

  	
   

  	
  Deferral

  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tom Ehrlich

  	
   

  	
  105,000

  	
   

  	
  15.48

  	
  %

  
	
  Mark Pelizza

  	
   

  	
  105,000

  	
   

  	
  9.24

  	
  %

  
	
  Rick Van
  Horn

  	
   

  	
  130,000

  	
   

  	
  16.00

  	
  %

  
	
  Paul
  Willmott

  	
   

  	
  197,500

  	
   

  	
  45.57

  	
  %

  
	
  Leland O.
  Erdahl

  	
   

  	
  18,000

  	
   

  	
  45.57

  	
  %

  
	
  George R.
  Ireland

  	
   

  	
  18,000

  	
   

  	
  45.57

  	
  %

  






 





















 


EXHIBIT C


 


DEFERRED
COMPENSATION ELECTION


 


THIS DEFERRED COMPENSATION ELECTION AGREEMENT
is entered into pursuant to the provisions of the Uranium Resources, Inc.  Deferred Compensation Plan for 2000 and 2001
(“Plan”). All capitalized terms in this Agreement shall have the meanings
ascribed to them in the Plan.


 


1.               Deferral
Election.  I hereby elect to defer
receipt of% of my Compensation earned in respect of the calendar year 2000 and
2001.  I understand that this election
may not be changed except with the consent of the Committee.


 


2.               Deferral Period.  All Deferred Amounts will be paid on January 11,
2006.


 


3.               I understand that
this Plan does not provide me with any actual rights or interests in any
particular funds, securities or property of the Company, or any property or
assets held by any agent of the Company or the Committee, or in any shares of
Common Stock of Uranium Resources, Inc. 
I also understand that my right to receive distributions under the Plan
makes me a general unsecured creditor of the Company with no greater priority
than any other general unsecured creditor of the Company.


 


4.               Designated
Recipient: In the event of my death, I designate the following individual
or entity as beneficiary to receive distributions under the Plan:


 


	
   

  
	
   

  
	
   

  



 


5.               Miscellaneous.  I understand that this Agreement is subject
to the terms, conditions and limitations of the Plan, as in effect from time to
time, in all respects.  I have received
and reviewed the Plan as currently in effect. 
I agree to accept as final and binding all decisions and interpretations
of the Committee relating to the Plan and this Agreement.


 


	
   

  	
   

  
	
   

  	
  Signature of Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name of Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number of Participant

  
	
   

  	
   

  	
  , 2000

  
	
   

  	
   

  
	
  Received and accepted on behalf of the

  Committee this      day of August, 2000.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Paul K. Willmott

  	
   

  
				



 


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EXHIBIT D


 


SHARE ELECTION


 


Uranium Resources, Inc.


12750 Merit Drive, Suite 720


Lb 12


Dallas, Texas  75251


 


Gentlemen:


 


I hereby elect to receive all amounts
deferred under the Deferred Compensation Plan for 2000 and 2001 and the
Additional Deferred Amount in shares of Common Stock in accordance with the
Plan.


 


By electing to receive shares of Common
Stock, I represent that I am acquiring the shares of Common Stock for my own
account, as principal, for investment, and not with a view to the resale of
such shares of Common Stock or any interest therein and further understand and
agree that the following restrictions and limitations are applicable to my
purchase and any resale or other transfer I may make of the shares of Common
Stock:


 


(i)                                     The shares of
Common Stock shall not be sold or otherwise transferred unless the shares of
Common Stock are registered under the Securities Act and applicable state
securities laws or are exempt therefrom.


 


(ii)                                  A legend in
substantially the following form will be placed on any certificates or other
documents evidencing the shares of Common Stock:


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 
WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION
TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER.


 


I understand that the Corporation will make
appropriate withholding for all relevant federal, state and local tax purposes
from the non-deferred portion of my Compensation with respect to the shares of
Common Stock that I have elected to receive based on the Share Price.  On each Distribution Date if the fair market
value of the Common Stock is in excess of the Share Price, the Corporation will
be required to withhold additional amounts based upon such excess.  The source of such additional amounts will be
Compensation otherwise payable to me on a Distribution Date, to the extent
sufficient.  If such amounts


 





















 


are insufficient, I will be required to pay to the Corporation the
appropriate amounts as a condition to receipt of the shares.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name of Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number of Participant

  



 


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