urg_ex101





  Exhibit 10.1






 



Ur-Energy Inc.

 


 

 



Amended and Restated Restricted Share Unit and Equity Incentive
Plan

 


 

 



Originally Effective May 7, 2010

 



As amended and restated on April 13, 2021


 


 


 


 


 




 








 







Table of Contents

 




	
 ARTICLE 1
GENERAL PROVISIONS

	
 


	
 1.1   
Purpose

	
 1


	
 1.2   
Definitions

	
 1


	
 1.3   
Effective Date

	
 3


	
 1.4   
Governing Law;
Subject to Applicable Regulatory Rules


	
 3


	
 ARTICLE 2
ELIGIBILITY AND PARTICIPATION

	
 3


	   
2.1   
Eligibility	
 3


	
2.2   
Rights Under the Plan

	
 3


	
2.3   
Copy of
Plan

	
 3


	
2.4   
Limitation on Rights

	
 3


	
2.5   
Grant Agreements

	
 4


	
2.6   
Maximum Number of Common Shares

	
 4


	
ARTICLE 3
RESTRICTED SHARE UNITS

	
 4


	
3.1   
Grant of Restricted Share Units

	
 4


	
3.2   
Redemption of Restricted Share Units

	
 4


	
3.3   
Payment of Dividend Equivalents

	
 4


	
3.4   
Offer
for Common Shares – Change of Control

	
 5


	
ARTICLE 4
PERFORMANCE SHARE UNITS

	
 5


	
4.1   
Grant of Performance Share Units

	
 5


	
4.2   
Settlement of Earned Performance Share Units

	
 5


	
4.3   
Payment
of Dividend Equivalents

	
 5


	
4.4   
Termination of Employment

	
 5


	
4.5   
Change of Control

	
 5


	
ARTICLE 5
DIRECT SHARE ISSUANCES

	
 6


	
5.1   
Direct Share Issuances

	
 6


	
5.2   
Vesting

	
 6


	   
5.3   
Termination of Employment	
 6


	
5.4   
Change in Control

	
 6


	ARTICLE 6
EVENTS AFFECTING ENTITLEMENT	
 6


	
6.1   
Termination of
Employment or Election as a Director

	
 6


	
6.2   
Death

	
 7


	
6.3   
No
Grants Following Last Day of Active Employment 

	
 7


	
ARTICLE 7
ADMINISTRATION

	
 8


	
7.1   
Adjustments

	
 8


	
7.2    Compliance
with Tax Requirements

	
 8


	
7.3   
Transferability

	
 8


	
7.4   
Administration

	
 8


	
7.5   
Records

	
 9


	
7.6   
Statements

	
 9


	
7.7   
Legal Compliance

	
 9


	
ARTICLE 8
AMENDMENT AND TERMINATION

	
 9


	
8.1   
Amendment

	
 9


	
8.2   
Termination of Plan

	
 10


	
ARTICLE 9
GENERAL

	
 10


	
9.1   
Rights
to Common Shares

	
 10


	
9.2    No
Right to Employment 

	
 10


	
9.3   
Right
to Funds

	
 10


	
9.4   
Successors and
Assigns

	
 11


	
9.5
  
Severability

	
 11


	
9.6   
Code
Section 409A

	
 11






 



 








 





 



ARTICLE 1 


 


GENERAL PROVISIONS

 

1.1 Purpose

 


This
Amended and Restated Restricted Share Unit and Equity Incentive
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)

“Award”
means the grant of a Restricted Share Unit award, a Performance
Share Unit award, or a Direct Share Issuance under the
Plan.





 




(b)

“Board”
means the Board of Directors of the Corporation;





 




(c)

“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.

 




(d)

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





 




(e)

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





 




(f)

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





 




(g)

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





 




(h)

“Direct Share
Issuance” means the direct issuance of Common Shares to an
Eligible Person.





 




(i)

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





 



 

1







 





 




(j)

“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;





 




(k)

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





 




(l)

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





 




(m)

“Fair Market
Value” means the closing price of the Common Shares on the
Toronto Stock Exchange on the Business Day immediately prior to the
date for which Fair Market Value is being determined, 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;





 




(n)

“Grant
Date” means any date determined from time to time by the
Committee as a date on which an Award is made to one or more
Eligible Persons under this Plan;





 




(o)

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





 




(p)

“Performance
Period” shall mean the period over which the performance
goals with respect to a grant of Performance Share Units is
measured.





 




(q)

“Performance
Share Unit” means a performance-based Award that entitles the
Eligible Person to receive Common Shares based on the attainment of
one or more performance goals over a designated Performance
Period.





 




(r)

“Plan”
means the Ur-Energy Inc. Amended and Restated Restricted Share Unit
and Equity Incentive Plan, as amended from time to
time;





 




(s)

“Redemption
Date” in respect of any Restricted Share Unit means (A) for
Restricted Share Units issued prior to March 23, 2015 (the
“First 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 First 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 3.4, 6.1, 6.2 or 8.2, 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;





 




(t)

“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 3.3), 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;





 




(u)

“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





 



 

2







 





 




(v)

“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.





 




(w)

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





 




(x)

“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.





 




(y)

“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 was first amended and restated effective
March 23, 2015. The Plan is now amended and restated again
effective April 13, 2021. 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.

 



ARTICLE 2 

 


ELIGIBILITY AND
PARTICIPATION

 

2.1 Eligibility

 


This
Plan applies to those Employees and Directors whom the Committee
designates as eligible to receive an Award under the Plan. The
Committee shall make such a designation prior to each Grant
Date.

 

2.2 Rights Under the
Plan

 


Subject
to Article 6 and Article 7, an Eligible Person who has been granted
an Award shall continue to have rights in respect of such Award
until such Award has 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 Award 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 an Award under
the Plan. 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. An Award to an
Eligible Person on one or more Grant Dates shall not be construed
to create a right to an additional Award on a subsequent Grant
Date.

 



 

3







 





 

2.5 Grant Agreements

 


Each
Award shall be evidenced by a written agreement executed by the
Eligible Person in substantially the form appended hereto or in
such other form as may be approved by the Committee from time to
time. An Eligible Person will not be entitled to any Award
hereunder 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 in respect of Awards 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 Award 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.

 



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, if any, 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 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.

 



 

4







 





 

3.4 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 3.4: (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.

 



ARTICLE 4 

 


PERFORMANCE
SHARE UNITS

 

4.1 Grant of Performance Share
Units

 


On each
Grant Date, the Committee shall designate Eligible Persons and
determine the Performance Share Units, if any, to be granted to
each Eligible Person in the Committee’s sole discretion. Each
Award of Performance Share Units shall designate a target number of
Performance Share Units covered by the Award, with the actual
number of Performance Share Units earned (if any) to be based on a
formula set forth in the grant agreement related to the attainment
of one or more performance goals set forth in the grant agreement
over the Performance Period set forth in the grant
agreement.

 

4.2 Settlement of Earned Performance
Share Units

 




(a)

Unless settled
earlier in accordance with this Plan, earned Performance Share
Units of each Eligible Person will be settled on or within thirty
(30) days after the end of the Performance Period applicable to
such Performance Share Units for cash or Common Shares, as
determined by the Committee.





 




(b)

If the Committee
determines that any earned Performance Share Units are to be
settled in 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 number of earned Performance
Share Units (net of any applicable statutory withholdings). If the
Committee determines that any earned Performance Share Units are to
be settled in cash, the Eligible Person will be entitled to receive
and the Corporation will issue to the Eligible Person a cash
payment equal to the Fair Market Value (measured as of the
settlement date) of a number of Common Shares equal to the number
of earned Performance Share Units.





 

4.3 Payment of Dividend
Equivalents

 


When
Dividends are paid on Common Shares, an Eligible Person shall be
credited with Dividend equivalents in respect of the target number
of Performance 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 Performance
Share Units (including fractional Performance Share Units) based on
the Fair Market Value per Common Share on the date credited, and
such new Performance Share Units shall be earned based on the same
performance goals measured over the same Performance Period and
shall be paid at the same time as the Performance Share Units to
which the Dividend equivalents related.

 

4.4 Termination of
Employment

 


Unless
otherwise provided in a grant agreement for an Award of Performance
Share Units, upon an Eligible Person’s termination of
employment or other service or death prior to the end of the
Performance Period for an Award of Performance Share Units, such
Performance Share Units shall be forfeited. For avoidance of doubt,
the provisions of Section 6.1 and 6.2 below shall not apply to
Performance Share Units granted hereunder.

 

4.5 Change of Control

 


Upon
the occurrence of a Change of Control, the Performance Period of
each outstanding Performance Share Unit Award shall be deemed to
have ended and the Committee shall determine the number of
Performance Share Units earned under each outstanding Performance
Share Unit Award based on performance through the date of the
Change in Control. The Committee may make adjustments to the
performance goals in its sole discretion to account for the
truncation of the Performance Period on the date of the Change of
Control and the Committee may adopt reasonable procedures for
determining the level of achievement of any financial metrics, such
as using audited financial statements from the most recently
completed fiscal quarter. Earned Performance Share Units shall be
settled in cash as soon as reasonably practical, but no later than
thirty (30) days following, the Change of Control. For the purposes
of this Section 4.5: (i) the Fair Market Value of an earned
Performance 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 Change of Control, and (ii)
the price at which Common Shares are taken up under the Change of
Control, as applicable.

 



 

5







 





 



ARTICLE 5

 

DIRECT SHARE
ISSUANCES





 

5.1 Direct Share
Issuances

 


On each
Grant Date, the Committee shall designate Eligible Persons and
determine the number of Common Shares, if any, to be granted as a
Direct Share Issuance to each Eligible Person in the
Committee’s sole discretion. Except to the extent restricted
under the terms of this Plan or under the applicable grant
agreement, an Eligible Person receiving a Direct Share Issuance
shall have all of the rights of a shareholder of the Corporation
with respect to the Common Shares issued, including the right to
vote the Common Shares and the right to receive dividends
thereon.

 

5.2 Vesting

 


Direct
Shares Issuances may be fully vested on the Grant Date or may be
subject to vesting, as determined by the Committee. Direct Share
Issuances that are subject to a vesting schedule may not be
transferred prior to vesting.

 

5.3 Termination of
Employment

 


Unless
otherwise provided in the grant agreement for a Direct Share
Issuance that is subject to vesting, upon an Eligible
Person’s termination of employment or other service or death,
the provisions of Section 6.1 and Section 6.2 shall apply to such
Direct Share Issuance by analogy. Any unvested Common Shares that
do not vest as a result of the Eligible Person’s termination
of employment of other service or death shall be immediately
forfeited and returned to the Corporation without the payment of
any consideration. Common Shares subject to any Direct Share
Issuance may be evidenced in such manner as the Committee shall
determine, and if certificated, may be held in escrow with
appropriate legends to help enforce any forfeiture described in the
Section.

 

5.4 Change in Control

 


Notwithstanding
anything else herein to the contrary, unvested Common Shares
subject to a Direct Share Issuance shall vest in full immediately
prior to the occurrence of a Change of Control.

 



ARTICLE 6

 


EVENTS AFFECTING
ENTITLEMENT

 

6.1 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 6.1(b) the
Redemption Date shall be:





 



 

6







 





 




(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 6.1(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.





 

6.2 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.

 

6.3 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
Awards under the Plan 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 an Award under the Plan, and
shall not be granted any Award under the Plan 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 receive an
Award under the Plan 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.

 



 

7







 





 



ARTICLE 7 

 


ADMINISTRATION

 

7.1 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 Common
Shares subject to Awards outstanding under the Plan, provided that
any such adjustment will not otherwise extend the Redemption Date
otherwise applicable to Restricted Share Units or the Performance
Period applicable to Performance Share Units. 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 Awards 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.

 

7.2 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 Awards, 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.

 

7.3 Transferability

 


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

 

7.4 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 to have Awards satisfy
any such policy.

 



 

8







 





 

7.5 Records

 


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

 

7.6 Statements

 


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

 

7.7 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 8 

 


AMENDMENT AND
TERMINATION

 

8.1 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 or
settlement of Performance Share Units held by Eligible
Persons;





 




(iii)

an extension to the
term for redemption of Restricted Share Units or settlement of
Performance Share Units held by Eligible Persons; and





 




(iv)

amendments to this
Section 8.1 of the Plan.





 




(b)

Unless an Eligible
Person otherwise agrees, any amendment to the Plan or Awards shall
apply only in respect of Awards granted on or after the date of
such amendment.





 



 

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(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
Awards may be granted pursuant to the Plan, including the
provisions relating to the payment of Awards; and





 




(iv)

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





 

8.2 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 Awards credited to such
Eligible Person without the consent of the affected Eligible
Person. If the Board terminates the Plan, no new Awards will be
granted to any Eligible Person, but outstanding Awards shall remain
outstanding, be entitled to payments 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 Awards credited to such Eligible
Person, or all outstanding Awards credited to such Eligible Person
are cancelled pursuant to the provisions thereof.

 



ARTICLE 9 

 


GENERAL

 

9.1 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 or Performance 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 or Performance Share Units so held, whether voting,
right on liquidation or otherwise.

 

9.2 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.

 

9.3 Right to Funds

 


Neither
the establishment of this Plan nor the granting of Awards 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.

 



 

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9.4 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.

 

9.5 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.

 

9.6 Code Section 409A

 




(a)

Although the
Corporation does not guarantee to a Eligible Person any particular
tax treatment of an Award, the Awards hereunder 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 and Performance 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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