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






Exhibit 10.1 

CHANGE IN CONTROL SEVERANCE AGREEMENT 

     THIS CHANGE IN CONTROL SEVERANCE
AGREEMENT is made as of the 1st day of May, 2014, between URANERZ ENERGY
CORPORATION, Inc. (the “Company”), a Nevada corporation, with its
principal offices at 1701 East “E” Street, Casper, Wyoming and
_____________________(“Executive”), residing at _______________________.


WITNESSES THAT: 

     WHEREAS the Executive is employed
by, or renders services as a consultant to, the Company and is an executive
officer of the Company (in this Agreement, “employment” is defined to
include: employment of the Executive as an employee by any Company Entity( as
defined below) as employer pursuant to an employment agreement; or: the
engagement of the Executive to render services to any Company Entity pursuant to
a consulting agreement including a consulting agreement between aa third party
corporate entity and a Company Entity); 

     WHEREAS, this Agreement is intended to specify the financial
arrangements that the Company will provide to Executive upon Executive’s
separation from his employment with the Company and any subsidiaries of the
Company (collectively, the “Company Entities” and individually, a
“Company Entity”) under any of the circumstances described herein; and


     WHEREAS, this Agreement is entered into by the Company in the
belief that it is in the best interests of the Company and its shareholders to
provide stable conditions of employment for Executive notwithstanding the
possibility, threat or occurrence of certain types of change in control, thereby
enhancing the Company’s ability to attract and retain highly qualified people.


     NOW, THEREFORE, to assure the
Company that it will have the continued dedication of Executive notwithstanding
the possibility, threat or occurrence of a bid to take over control of the
Company, and to induce Executive to remain in the employment of the Company
Entities, and for other good and valuable consideration, the Company and
Executive agree as follows: 

     1.     Term of Agreement. The term of this Agreement shall
commence on the date hereof as first written above and shall continue through
December 31, 2014; provided that, commencing on January 1, 2015 and each January
1 thereafter, the term of this Agreement shall automatically be extended for one
additional year unless, not later than September 30 of the preceding year, the
Board of Directors of the Company (a majority of which, at such time, shall be
composed of Continuing Directors) shall have authorized, by majority vote,
management of the Company to give notice to Executive, and the Company shall
have given such notice, that the Company does not wish to extend this Agreement;
and provided, further, that, notwithstanding any such notice by the Company not
to extend, this Agreement shall continue in effect for a period of 24 months
beyond the term provided herein if a Change in Control (as defined in Section
3(a) hereof) shall have occurred during such term. 

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     2.     Termination of Employment. 

     (a)     Prior to a Change in
Control. Prior to a Change in Control, any Company Entity may terminate
Executive from employment with such Company Entity at will, with or without
Cause (as defined in Section 3(c) hereof), at any time. Executive’s rights upon
termination of employment from all Company Entities prior to a Change in Control
shall be governed by the employing Company Entity’s standard employment
termination policy applicable to Executive in effect at the time of termination.


     (b)     After a Change in Control. 

     (i)     From
and after the date of a Change in Control during the term of this Agreement,
neither the Company nor the Company Entity then employing Executive shall
terminate Executive from employment with the Company or any Company Entity
except as provided in this Section 2(b) or as a result of Executive’s Disability
(as defined in Section 3(d) hereof) or his death. 

     (ii)     From
and after the date of a Change in Control during the term of this Agreement, the
Company (or the other Company Entity then employing Executive) shall have the
right to terminate Executive from employment with the Company Entities at any
time during the term of this Agreement for Cause, by written notice to
Executive, specifying the particulars of the conduct of Executive forming the
basis for such termination, such notice to be effective on the 30th day
following delivery thereof to Executive if Executive has not substantially cured
the conduct identified in such notice. 

     (iii)     From and after the date of a Change in Control during the term of this
Agreement: 

	 	(A) 	
      the Company (or the other Company Entity then employing
      Executive) shall have the right to terminate Executive’s employment
      without Cause, at any time; and

	 	 	 
	 	(B) 	
      Executive shall, upon the occurrence of such a
      termination by the Company or such other Company Entity without Cause, or
      upon the voluntary termination of Executive’s employment by Executive for
      Good Reason (as defined in Section 3(b) hereof), be entitled to receive
      the benefits provided in Section 4 hereof. Executive shall evidence a
      voluntary termination for Good Reason by written notice to the Company
      given within 60 days after the date of the occurrence of any event that
      Executive knows or should reasonably have known constitutes Good Reason
      for voluntary termination. Such notice need only identify Executive and
      set forth in reasonable detail the facts and circumstances claimed by
      Executive to constitute Good Reason.




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     3.     Definitions. 

     (a)     A “Change in Control” shall mean: 

     (i)     a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or successor
provision thereto, whether or not the Company is then subject to such reporting
requirement including, without limitation, any of the following events: 

	 	(A) 	
      the consummation of any consolidation or merger of the
      Company in which the Company is not the continuing or surviving
      corporation or pursuant to which shares of the Company’s common stock
      would be converted into cash, securities, or other property, other than a
      merger of the Company in which all or substantially all of the holders of
      the Company’s common stock immediately prior to the consolidation or
      merger own more than 65% of the common stock of the surviving corporation
      immediately after the merger in the same relative proportions as their
      ownership of the Company’s common stock immediately prior to the
      consolidation or merger;

	 	 	 
	 	(B) 	
      any sale, lease, exchange or other transfer (in one
      transaction or a series of related transactions) of all, or substantially
      all, of the assets of the Company;

	 	 	 
	 	(C) 	
      any reorganization, reverse stock split, or
      recapitalization of the Company which would result in any of the events
      described in clause (i)(A) or subparagraphs (ii) or (iii) of this Section
      3(a); or

	 	 	 
	 	(D) 	
      any transaction or series of related transactions having,
      directly or indirectly, the same effect as any of the foregoing; or any
      agreement, contract, or other arrangement providing for any of the
      foregoing.



     (ii)     any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the “Beneficial Owner" (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing 35% or more of the combined voting power
of the Company's then outstanding securities; 

     (iii) the Continuing Directors (as
defined in Section 3(e) hereof) cease to constitute a majority of the Company's
Board of Directors; or 

     (iv) the majority of the
Continuing Directors determine in their sole and absolute discretion that there
has been a change in control of the Company. 

     (b)     “Good Reason” shall
mean the occurrence of any of the following events, in each case, after the
Executive has provided written notice to the Company of the occurrence of such event and the Company has failed to cure, to the Executive’s
reasonable satisfaction, the cause of such event within thirty (30) days after
the date of such written notice, except for the occurrence of such an event in
connection with the termination or reassignment of Executive’s employment by the
Company (or any other Company Entity then employing Executive) for Cause, for
Disability or for death:


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     (i)     the assignment to Executive of
employment duties or responsibilities which are not at least of
materially comparable responsibility and status as the employment duties and
responsibilities held by Executive immediately prior to a Change in Control, or
any removal of Executive from or any failure to reelect or reappoint Executive
to any positions held by Executive immediately prior to a Change in Control,
except in connection with the termination of his employment for Disability,
retirement or Cause, or as a result of Executive’s death, or by Executive other
than for Good Reason; 

     (ii)     a more than 10% reduction by the
Company (or any other Company Entity then employing Executive) in Executive’s
base salary as in effect immediately prior to a Change in Control or as the same
may be increased from time to time during the term of this Agreement; 

     (iii)     Executive’s maximum bonus
opportunity is reduced more than 10% below Executive’s maximum bonus opportunity
as it existed under the short term incentive compensation program for the fiscal
year in which the Change of Control occurs; 

     (iv)     the Company’s (or any other
Company Entity then employing Executive) requiring Executive to be based
anywhere other than within 50 road miles of Executive’s office location
immediately prior to a Change in Control, except for requirements of temporary
travel on the Company’s business to an extent substantially consistent with
Executive’s business travel obligations immediately prior to a Change in
Control; 

     (v)     the failure by the Company to
obtain, as specified in Section 8(a) hereof, an assumption of the obligations of
the Company to perform this Agreement by any successor to the Company; or 

     (vi) any material breach by the Company
of this Agreement. 

     (c)     “Cause” shall mean
termination by the Company (or any other Company Entity then employing
Executive) of Executive’s employment based upon (i) the willful and continued
failure by Executive substantially to perform his duties and obligations (other
than any such failure resulting from his incapacity due to physical or mental
illness or any such actual or anticipated failure resulting from Executive’s
termination for Good Reason) or (ii) the willful engaging by Executive in
misconduct which is materially injurious to the Company, monetarily or
otherwise. For purposes of this Section 3(c), no action or failure to act on
Executive’s part shall be considered “willful” unless done, or omitted to
be done, by Executive in bad faith and without reasonable belief that his action
or omission was in the best interests of the Company. 

     (d)     “Disability” shall
mean any physical or mental condition which would qualify Executive for a
disability benefit under any long-term disability plan maintained by the Company
(or any other Company Entity then employing Executive) either before or after a
Change in Control. 

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     (e)     “Continuing Director”
shall mean any person who is a member of the Board of Directors of the Company,
who is not an Acquiring Person (as hereinafter defined) or an Affiliate or
Associate (as hereinafter defined) of an Acquiring Person, or a representative
of an Acquiring Person or of any such Affiliate or Associate, and who (i) was a
member of the Board of Directors on the date of this Agreement as first written
above or (ii) subsequently becomes a member of the Board of Directors, if such
person’s initial nomination for election or initial election to the Board of
Directors is recommended or approved by a majority of the Continuing Directors.
For purposes of this Section 3(e): “Acquiring Person” shall mean any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who or which, together with all Affiliates and Associates of such
person, is the Beneficial Owner of 15% or more of the shares of Common Stock of
the Company then outstanding, but shall not include the Company, any subsidiary
of the Company or any employee benefit plan of the Company or of any subsidiary
of the Company or any entity holding shares of Common Stock organized, appointed
or established for, or pursuant to the terms of, any such plan; and
“Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 

     4.     Benefits upon Termination under Section 2(b)(iii).


     (a)     After a Change in Control. 

     (i)     Upon
the termination (voluntary or involuntary) of the employment of Executive
pursuant to Section 2(b)(iii) hereof, Executive shall be entitled to receive the
benefits specified in this Section 4. Subject to the Company and Executive’s
compliance with the terms of clauses (a) and (c) of Section 7, the amounts due
to Executive under subparagraphs (ii), (iii), (iv) and (v) of this Section 4(a)
shall be paid to Executive not later than the tenth business day following the
date that the termination of Executive’s employment becomes effective (the
“Employment Termination Date”). All benefits to Executive pursuant to
this Section 4(a) shall be subject to any applicable income, payroll or other
taxes required by law to be withheld. As used in this Section 4(a), the term,
“termination of employment,” and other similar terms used in this Section
4(a), shall be construed to have the same meaning as is given to the term,
“Separation from Service,” in Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”). 

     (ii)     The
Company shall pay to Executive (A) the full base salary earned by him and unpaid
through the Employment Termination Date, at the rate in effect at the time
written notice of termination (voluntary or involuntary) was given, (B) any
amount earned by Executive as a bonus with respect to the last completed fiscal
year of the Company preceding the Employment Termination Date, if such bonus has
not theretofore been paid to Executive, and (C) an amount representing credit
for any vacation earned or accrued by Executive but not taken. 

     (iii)     The
Company shall pay to Executive an amount equal to Executive’s target bonus for
the Company’s fiscal year in which the Employment Termination Date occurs (the
“Target Bonus”), multiplied by a fraction, the numerator of which is
equal to the number of full months in the Company’s fiscal year in which
Executive’s employment is terminated that have elapsed at the Employment
Termination Date, and the denominator of which is twelve (12). 

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     (iv)     In
lieu of any further base salary or bonus payments to Executive for periods
subsequent to Executive’s Employment Termination Date, the Company shall pay as
severance pay to Executive (a “Severance Payment”) a lump-sum cash amount
equal to twenty-four (24) times the sum of (A) Executive’s monthly base salary
(as in effect in the month preceding the month in which the termination becomes
effective or as in effect in the month preceding the Change in Control,
whichever is higher) and (B) one-twelfth (1/12) of the Target Bonus. 

     (v)     Following the Employment Termination Date, Executive shall be entitled, at the
cost and expense of the Company, to continued medical and dental insurance
coverage for Executive and Executive’s eligible dependents on the same basis as
in effect prior to the Change of Control or Executive’s Employment Termination
Date, whichever is deemed to provide for more substantial benefits, until the
end of the twenty-four (24) month period following a Change in
Control. If the Company determines that it is not able to provide the coverage
required in this Subsection 4(a)(vi) under the general terms and provisions of
the Company’s welfare benefit plans consistent with the underwriting, regulatory
and tax treatment intended for those plans, then the Company shall reimburse
Executive for the cost of obtaining substantially similar benefits (the
“Benefit Payment”). 

     (vi)     The
Company shall also pay to Executive all legal fees and expenses incurred by
Executive as a result of such termination of employment (including all fees and
expenses, if any, incurred by Executive in seeking to obtain or enforce any
right or benefit provided to Executive by this Agreement whether by arbitration
or otherwise). 

     (vii)     Notwithstanding any other agreement in existence between the Company and
Executive, at the Employment Termination Date (i.e., only if Executive’s
employment is terminated following a Change in Control); (a), all stock options
or shares of restricted stock owned or held by Executive or promised to be
payable to Executive by the Company that were not vested as of such date shall
continue to vest in accordance with their original vesting schedule for a period
of twenty-four (24 months) following the Employment Termination Date ; and (b)
such stock options or shares of restricted stock, together with all stock
options or shares of restricted stock owned or held by Executive and vested at
the Employment Termination Date;, shall be exercisable, when vested, up to and
until the earlier of: their original expiry date; or: twenty-four (24) months
following the Employment Termination Date. . 

     (b)     No Mitigation.
Executive shall not be required to mitigate the amount of any payment provided
for in this Section 4 by seeking other employment or otherwise. The amount of
any payment or benefit provided in this Section 4 shall not be reduced by any
compensation earned by Executive as a result of any employment by another
employer. 

     (c)     280G “Best Net”. Upon
the occurrence of a Change in Control, the Company shall cause its independent
auditors promptly to review, at the Company’s sole expense, the applicability of
Section 4999 of the Code to the Total Payments (as defined in Section 4(d)
below) to be received by Executive. If such auditors determine that, after
taking into account the provisions of Section 4(d) hereof, any of the Total
Payments would be subject to the excise tax imposed by Section 4999 of the Code
(or any successor provision thereto), or any interest or penalties with respect
to such tax, by reason of being “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of
the Code (or any successor provision thereto) or to any similar tax imposed by
state or local law, or any interest or penalties with respect to such excise tax
(such excise tax, together with interest and penalties, are hereafter
collectively referred to as the “Excise Tax”), then, if a reduction in
the amount of payments under Section 4(a) of this Agreement (and any other
applicable agreement, award or other arrangement) sufficient to avoid the Excise
Tax would result in an increase in the Total Payments that would be retained by
Executive, net of all applicable taxes, then and only then, the payments due
under Section 4(a) shall be reduced to the amount that, when considered with all
of the Total Payments taken into account under Section 280G is One Dollar
($1.00) less than the smallest sum that would subject Executive to the Excise
Tax. For the avoidance of doubt, in the event that the amount of payments due to
Executive under Section 4(a) is not so reduced, Executive, and not the Company,
shall be solely responsible for the payment of all taxes, including any Excise
Taxes, that become due thereon.

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     (d)     As used herein, “Total
Payments” shall mean, collectively, any payment or benefit received or to be
received by Executive in connection with a Change in Control of the Company or
termination of Executive’s employment (whether payable pursuant to the terms of
this Agreement or any other plan, contract, agreement or arrangement with the
Company, with any person whose actions result in a Change in Control of the
Company or with any person constituting a member of an “affiliated group”
as defined in Section 280G(d)(5) of the Code) with the Company or with any
person whose actions result in a Change in Control of the Company. For purposes
of calculating Total Payments, (i) no portion of the Total Payments the receipt
or enjoyment of which Executive shall have effectively waived in writing prior
to the date of payment of the Severance Payment shall be taken into account;
(ii) no portion of the Total Payments shall be taken into account which, in the
opinion of tax counsel selected by the Company and acceptable to Executive, does
not constitute a “parachute payment” within the meaning of Section
280G(b)(2) of the Code; (iii) the value of any benefit provided by Section
4(a)(viii) of this Agreement with respect to Accelerated Equity Awards shall, to
the extent required by Section 280G of the Code, be taken into account in
computing Total Payments; and (iv) the value of any other non-cash benefit or of
any deferred cash payment included in the Total Payments shall be determined by
the Company’s independent auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. 

     5.     Certain Benefits
Continuation Following a Change in Control. For the twenty-four (24)-month
period following a Change in Control, the Company (or any other Company Entity
then employing Executive) shall continue in effect: 

     (a)     any incentive plan or arrangement (including, without
limitation, any incentive compensation plan, long-term incentive plan, bonus or
contingent bonus arrangements or credits, the right to receive performance
awards, or similar incentive compensation benefits) in which Executive is
participating, or is eligible to participate, at the time of a Change in Control
of the Company (or any other plans or arrangements providing Executive with
substantially similar benefits). The failure of the Company (or any other
Company Entity then employing Executive) to do so, or the taking of any action
by the Company (or such other Company Entity), including an amendment or
modification to any such plan or arrangement (except as may be required by
applicable law), which would adversely affect Executive’s participation in any
such plan or arrangement shall constitute a material breach of this Agreement by
the Company; and 

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     (b)     except to the extent
otherwise required by applicable law, any benefit or compensation plan, stock
ownership plan, stock purchase plan, bonus plan, life insurance plan,
health-and-accident plan or disability plan in which Executive is participating
or is eligible to participate immediately prior to a Change in Control (or plans
providing Executive with substantially similar benefits). The failure of the
Company (or any other Company Entity then employing Executive) to do so, or the
taking of any action by the Company (or such other Company Entity) which would
adversely affect Executive’s participation in, or materially reduce Executive’s
benefits under, any of such plans or deprive Executive of any material fringe
benefit enjoyed by Executive immediately prior to such Change in Control shall
constitute a material breach of this Agreement by the Company. 

     6.     Executive Covenants. In
consideration of this Agreement, and in recognition of the fact that, as a
result of Executive’s employment with the Company or any of its affiliates,
Executive has had or will have access to and gain knowledge of highly
confidential or proprietary information or trade secrets pertaining to the
Company or its affiliates, as well as the customers, suppliers, joint ventures,
licensors, licensees, distributors or other persons and entities with whom the
Company or any of its affiliates does business (“Confidential Information”),
which the Company or its affiliates have expended time, resources and money to
obtain or develop and which have significant value to the Company and its
affiliates, Executive agrees for the benefit of the Company and its affiliates,
and as a material condition to Executive’s receipt of benefits described in this
Agreement, as follows. 

     (a)     Non-Disclosure of
Confidential Information. Executive acknowledges that Executive will receive
access or have received access to Confidential Information about the company or
its affiliates, that this information was obtained or developed by the Company
or its affiliates at great expense and is zealously guarded by the Company and
its affiliates from unauthorized disclosure and that Executive’s possession of
this special knowledge is due solely to Executive’s employment with the Company
or one or more of its affiliates. In recognition of the foregoing, Executive
will not at any time during employment or following termination of employment
for any reason, disclose, use or otherwise make available to any third party any
Confidential Information relating to the Company’s or any affiliate’s business,
products, services, customers, vendors or suppliers; trade secrets, data,
specifications, developments, inventions and research activity; marketing and
sales strategies, information and techniques; long and short term plans;
existing and prospective client, vendor, supplier and employee lists, contacts
and information; financial, personnel and information system information and
applications; and any other information concerning the business of the Company
or its affiliates which is not disclosed to the general public or known in the
industry, except for disclosure necessary in the course of Executive’s duties or
with the express written consent of the Company. All Confidential Information,
including all copies, notes regarding, and replications of such Confidential
Information will remain the sole property of the Company or its affiliate, as
applicable, and must be returned to the Company or such affiliates immediately
upon termination of Executive’s employment. 

     (b)     Return of Property.
Upon termination of employment with the Company or any of its affiliates, or at
any other time at the request of the Company, Executive shall deliver to a
designated Company representative all records, documents, hardware, software,
equipment, vehicles and all other property of the Company or its affiliates and
all copies of such property in Executive’s possession. Executive acknowledges
and agrees that all such materials are the sole property in Executive’s possession. Executive acknowledges and
agrees that all such materials are the sole property of the Company or its
affiliates and that Executive will certify in writing to the Company at the time
of delivery, whether upon termination or otherwise, that Executive has complied
with this obligation.

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     (c)     Non-Solicitation of
Existing or Prospective Customers, Vendors and Suppliers. Executive
specifically acknowledges that the Confidential Information described in Section
6(a) includes confidential data pertaining to existing and prospective
customers, vendors and suppliers of the Company or its affiliates; that such
data is a valuable and unique asset of the business of the Company or its
affiliates; and that the success or failure of their businesses depends upon
their ability to establish and maintain close and continuing personal contacts
and working relationships with such existing and prospective customers, vendors,
and suppliers and to develop proposals which are specific to such existing and
prospective customers, vendors, and suppliers. In this Agreement, “vendors” or
“suppliers” shall not include financial advisors, auditors, accountants,
lawyers, investment bankers or providers of investor relations services to the
Company. During the Executive’s employment with the Company or any of its
affiliates and for the twelve (12) months following Executive’s
Employment Termination Date (provided that Executive has received all
payments, including the Severance Payment, that become due and payable to
Executive hereunder following such Employment Termination Date (the
“Payment Condition”)), Executive agrees that Executive will not,
except on behalf of the Company or its affiliates, or with the Company’s express
written consent, solicit, approach, contact or attempt to solicit, approach or
contact, either directly or indirectly, on Executive’s own behalf or on behalf
of any other person or entity, any existing or prospective customers, vendors,
or suppliers of the Company or its affiliates with whom Executive had contact or
about whom Executive gained Confidential Information during Executive’s
employment with the Company or its affiliates for the purpose of obtaining
business or engaging in any commercial relationship that would be competitive
with the “Business of the Company” (as defined below in Section 6(e)(i)) or
cause such customer, supplier, or vendor to materially change or terminate its
business or commercial relationship with the Company or its affiliates. 

     (d)     Non-Solicitation of
Employees. Executive specifically acknowledges that the Confidential
Information described in Section 6(a) also includes confidential data pertaining
to officers, employees and agents of the Company or its affiliates, and
Executive further agrees that, during Executive’s employment with the Company or
its affiliates and for the twelve (12) months following Executive’s Employment
Termination Date (provided that the Payment Condition has been
satisfied), Executive will not, directly or indirectly, on Executive’s own
behalf or on behalf of any other person or entity, solicit, contact, approach,
encourage, induce or attempt to solicit, contact, approach, encourage or induce
any of the officers, employees or agents of the Company or its affiliates to
terminate their engagement, employment or agency with the Company of any of its
affiliates. 

     (e)     No Disparaging
Statements. Executive agrees that Executive will not make any
disparaging statements about the Company, its affiliates, directors, officers,
agents, employees, products, pricing policies, or services. 

     (f)     Remedies for Breach of
These Covenants. Any breach of the covenants in this Section 6 likely will
cause irreparable harm to the Company or its affiliates for which money damages
could not reasonably or adequately compensate the Company or its affiliates. Accordingly, the Company or any of its affiliates shall be
entitled to all forms of injunctive relief (whether temporary, emergency,
preliminary, prospective or permanent) to enforce such covenants, in addition to
damages and other available remedies, and Executive consents to the issuance of
such an injunction without the necessity of the Company or any such affiliate
posting a bond. In the event that injunctive relief or damages are awarded to
the Company or any of its affiliates for any breach by Executive of this Section
6, Executive further agrees that the Company or such affiliate shall be entitled
to recover its costs and attorneys’ fees necessary to obtain such recovery. In
addition, Executive agrees that upon Executive’s breach of any covenant in this
Section 6, all unexercised options issued under any stock option plans of the
Company will immediately terminate and the Company shall have the right to
exercise any and all of the rights described above.

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     (g)     Enforceability of These
Covenants. It is further agreed and understood by C and the Company that if
any part, term or provision of the terms and conditions set forth in this
Section 6 should be held to be unenforceable, invalid or illegal under any
applicable law or rule, the offending term or provision shall be applied to the
fullest extent enforceable, valid or lawful under such law or rule or, if that
is not possible, the offending term or provision shall be struck and the
remaining provisions of the terms and conditions set forth in this Section 6
shall not be affected or impaired in any way.

     7.     Release of Claims Required. 

     (a)     Notwithstanding any other
provision of this Agreement, no benefits shall be paid pursuant to Section 4(a)
if Executive: 

     (i)     fails to execute and deliver to the
Company a release of claims (the “Release of Claims”) in the form and
manner prescribed by the Company, within the time set forth in the Release of
Claims, or 

     (ii)     revokes or rescinds such Release
of Claims during the revocation or rescission period set forth in such Release
of Claims. 

     (b)     The Release of Claims will
include Executive’s agreements related to confidentiality, non-competition,
non-solicitation, non-disparagement and arbitration. 

     (c)     It is the responsibility of
the Company to deliver to Executive the Company’s form of Release of Claims
sufficiently before the date specified in Section 4(a) for payment, such that
Executive is afforded such period as may be required by applicable statute or
regulation to consider whether to sign the Release of Claims and whether to
revoke or rescind such Release of Claims. If the Company shall fail to do so,
Executive’s obligation to execute and deliver a Release of Claims shall be
waived. 

     8.     Successors and Binding Agreement. 

     (a) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of the
Company), by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
Executive to compensation from the Company in the same amount and on the same
terms as Executive would be entitled hereunder if Executive terminated
Executive’s employment after a Change in Control for Good Reason, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Employment Termination Date. As
used in this Agreement, “Company” shall mean the Company and any
successor to its business and/or assets which executes and delivers the
agreement provided for in this Section 8(a) or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

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     (b)     This Agreement is personal to
Executive, and Executive may not assign or transfer any part of Executive’s
rights or duties hereunder, or any compensation due to Executive hereunder, to
any other person. Notwithstanding the foregoing, this Agreement shall inure to
the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, heirs, distributees, devisees and
legatees. 

     9.     Arbitration. Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in the Casper, Wyoming metropolitan area,
in accordance with the applicable rules of the American Arbitration
Association. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction. In the event that Executive engages counsel to
arbitrate any dispute hereunder (which arbitration results in an award to
Executive of any kind) or to enforce such an award, all costs and expenses
incurred by Executive, including reasonable attorney’s fees and expenses, with
respect to such arbitration or enforcement thereof shall be reimbursed to
Executive by the Company promptly upon Executive’s submission of a request
therefor. 

     10.     Modification; Waiver.
No provisions of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in a writing signed by
Executive and such officer or Continuing Director as may be specifically
designated by the Board of Directors of the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. 

     11.     Notice. All notices,
requests, demands and all other communications required or permitted by either
party to the other party by this Agreement (including, without limitation, any
notice of termination of employment and any notice of an intention to arbitrate)
shall be in writing and shall be deemed to have been duly given when delivered
personally or received by certified or registered mail, return receipt
requested, postage prepaid, at the address of the other party, as first written
above (directed to the attention of the Board of Directors and Corporate
Secretary in the case of the Company). Either party hereto may change its
address for purposes of this Section 11 by giving 15 days’ prior notice to the
other party hereto. 

     12.     Compliance with Section
409A. This Agreement is intended to comply with, and shall be administered
in accordance with, the provisions of Section 409A of the Internal Revenue Code
(“Section 409A”) to the extent that Section 409A is applicable; provided that
the Company makes no representation that the benefits provided under the
Agreement will comply with Section 409A and makes no undertaking to prevent
Section 409A from applying to the benefits provided under the Agreement or to mitigate its effects on any
payments made under the Agreement. Payment of an amount hereunder shall be
delayed to the extent necessary to comply with Section 409A(a)(2)(B)(i)
(relating to payments made to certain “specified employees” of certain
publicly-traded companies). In such event, any benefits to which Executive would
otherwise be entitled during the six (6) month period following the date of
Executive’s termination of employment will be made on the first business day
following the expiration of such six (6) month period.

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     13.     Severability. If any
term or provision of this Agreement or the application hereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. 

     14.     Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. 

     15.     Governing Law. This
Agreement has been executed and delivered in the State of Wyoming and shall in
all respects be governed by, and construed and enforced in accordance with, the
laws of the State of Wyoming, including all matters of construction, validity
and performance. 

     16.     Effect of Agreement;
Entire Agreement. The Company and Executive understand and agree that this
Agreement is intended to reflect their agreement only with respect to payments
and benefits upon termination in certain cases and is not intended to create any
obligation on the part of either party to continue employment. This Agreement
supersedes any and all other oral or written agreements or policies made
relating to the subject matter hereof and constitutes the entire agreement of
the parties relating to the subject matter hereof; provided that this Agreement
shall not supersede or limit in any way Executive’s rights under any benefit
plan, program or arrangements in accordance with their terms. 

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     IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed in its name by a duly authorized
director and officer, and Executive has hereunto set his hand, all as of the
date first written above. 


	URANERZ ENERGY CORPORATION 
	  	  
	  	  
	  	  
	By: 	 
    
	  	Peter Bell 
	Chair, 	   Compensation Committee of the
  
	  	   Board of Directors 
	Date: 	May 1, 2014 
	  	  
	  	  
	  	  
	EXECUTIVE 
	 
	 
	  	  
	Date: 	May 1, 2014 



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