**Exhibit 10.43.1**

 

**URANIUM RESOURCES, INC.**

 

**AMENDED AND RESTATED**

 

**2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN**

 

**Effective April 1, 2010**

 

1.                                Purpose.  The Uranium Resources, Inc. 2004Directors Stock Option and Restricted Stock Plan  (the “Plan”) is intended to provide thosedirectors who are not employees of Uranium Resources, Inc., a Delawarecorporation (the “Company”), with additional incentives to improve the Company’sperformance by increasing the level of stock ownership by such directors, to reinforcesuch directors’ role in enhancing stockholder value and to provide anadditional means of attracting and retaining well-qualified individuals toserve as directors.

 

2.                                Administration.  The Plan shall be administered by theCompensation Committee (the “Committee”) of the Board of Directors (the “Board”)of the Company.  Subject to theprovisions of the Plan, the Committee shall have complete powers respecting thePlan, including but not limited to authority to interpret the Plan and toprescribe, amend and rescind rules and regulations relating to thePlan.  All questions of interpretationand application of the Plan, or pertaining to any Option or shares ofRestricted Stock granted hereunder, shall be final and binding upon all parties.

 

Subjectto the terms and conditions of the Plan, the Committee shall be authorized andempowered:

 

(a)                                 To determinethe time or times when shares of Restricted Stock or Options will be granted,and the number of shares to be covered by any grant;

 

(c)                                  To prescribe theterms and conditions of any grants made under the Plan, and the forms andagreements used in connection with such grants;

 

(d)                                 To determinethe time or times when Options or Restricted Stock will vest and determine thelegends or markings to be placed upon stock certificates representing any suchshares to reflect such standards and restrictions;

 

(e)                                  To determinethe time or times during which Options and Restricted Stock grants may be terminated in whole or in part, or when any such grants may be otherwisesubject to forfeiture; and

 

(f)                                   To establishany other Option or Restricted Stock agreement provisions not inconsistent withthe terms and conditions of the Plan.

 

3.                                Eligibility.  Options and shares of Restricted Stock shallbe granted hereunder only to directors of the Company who are not employees ofthe Company or any of its subsidiaries (the “Non-Employee Directors”).

 

4.                                Stock.  The stock subject to the Options andRestricted Stock grants shall be authorized but unissued or reacquired sharesof the Company’s common stock, $.001 par value per share (the “Common Stock”).  The aggregate number of shares that may beissued pursuant to Options and Restricted Stock granted under the Plan shallnot exceed One Million Two Hundred Fifty Thousand (1,250,000) shares of CommonStock, subject to adjustment pursuant to Section 12 hereof.  If any outstanding Option or grant ofRestricted Stock under the Plan for any reason expires or is terminated, the 

 

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sharesof Common Stock allocable to the unexercised portion of such Option or unvestedportion of the Restricted Stock grant may again be subject to an Option orgrant of Restricted Stock under the Plan.

 

5.                                Granting ofOptions.  Options may be granted underthe Plan to Non-Employee Directors by the Committee at its discretion at anytime and in any amounts and, unless the Committee makes a grant of RestrictedStock under Section 7 of this Plan in lieu of the automatic grantsspecified in subsections 5.2 or 5.3,  shall be granted under the Plan automaticallyand without further action by the Committee as follows:

 

5.1                               EachNon-Employee Director on the date the Plan was originally adopted shall begranted an Option to purchase seventy-five thousand (75,000) shares;

 

5.2                               EachNon-Employee Director elected or appointed to the Board for the first timeshall be granted an Option to purchase fifty thousand (50,000) shares on thedate of such election or appointment; and

 

5.3                               EachNon-Employee Director shall be granted an Option to purchase fifty thousand(50,000) shares either (a) upon his or her reelection at an annual meeting ofthe Company’s stockholders or (b) in any calendar year in which an annualmeeting of stockholders is not held, on June 1 of such year.

 

Anygrant of Restricted Stock made by the Committee in lieu of the automatic grantof Options under subparagraphs 5.2 and 5.3 shall be made prior to (i) anannual meeting of stockholders in any year or (ii) prior to June 1 inany year in which an annual meeting of stockholders is not held.

 

6.                                Terms andConditions of Options.  EachOption granted pursuant to the Plan shall be evidenced by a stock optionagreement (the “Stock Option Agreement”), in such form and containing suchterms and conditions as the Committee from time to time may determine;provided, that each such Stock Option Agreement shall:

 

6.1                               State thenumber of shares of Common Stock, determined in accordance with Section 5,to which the Option pertains;

 

6.2                               Provide theOption price per share shall be equal to the fair market value of the shares ofCommon Stock on the date of the granting of the Option.  For purposes of this Section 6.2, the “fairmarket value” of a share of Common Stock shall mean:

 

6.2.1                     If the CommonStock is reported on any officially recognized U.S. exchange or over thecounter market on that date, as follows (a) either the closing price of ashare of Common Stock on that date as reported on such exchange or over thecounter market, or (b) where last sale trade reporting on the Common Stockis not available, the average of the highest and lowest prices of a share ofCommon Stock sold on that date, as reported on such exchange or over thecounter market; or

 

6.2.2                     If no shares ofCommon Stock were traded on any officially recognized U.S. exchange or over thecounter market on that date or if, in the discretion of the Board, anothermeans of determining the fair market value of a share of Common Stock at suchdate shall be necessary in order to comply with or conform to the requirementsof any applicable law, governmental regulation or ruling of the InternalRevenue Service or the Securities and Exchange Commission (including, withoutlimitation, the methods sanctioned in Income Tax Reg. §1.409A-1(b)(5)(iv)), theCommittee may provide for another means for determining fair market value;

 

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6.3                         Provide thatexcept as otherwise provided by the Committee, the Option is not transferableby the Optionee other than by will or the laws of descent and distribution orpursuant to a domestic relations order that satisfies the requirementsspecified for “qualified domestic relations orders” under either the InternalRevenue Code of 1986, as amended or Title I of the Employee Retirement IncomeSecurity Act and related rules, and (absent such a transfer) is exercisableduring the Optionee’s lifetime only by the Optionee or the Optionee’sattorney-in-fact.  The Committee may in aspecific Option agreement provide that the Optionee may transfer an Option bygift to a “family member” as defined by the Committee and such family membermay exercise the Option.

 

6.4                               State the termsupon which the Option shall be exercisable; provided that:

 

6.4.1                     The Optionshall not be exercisable after the expiration of ten (10) years from thedate the Option is granted; and

 

6.4.2                     Subject to Section 12hereof, the Option shall be exercisable only to the extent of shares that havevested in accordance with the following schedule unless a different vestingschedule is determined by the Committee:

 
| **ANNIVERSARY  OF DATE OF GRANT** | ** ** | **CUMULATIVE SHARES THAT ARE   VESTED  ON SUCH ANNIVERSARY** | ** ** |
|-----------------------------------|------------|--------------------------------------------------------------|------------|
|                              |       |                                                         |       |
| First                             |       | 25%                                                          |       |
| Second                            |       | 50%                                                          |       |
| Third                             |       | 75%                                                          |       |
| Fourth                            |       | 100%  (rounded up to the nearest whole share)                |       |

 

6.5                               Provide that ifan Optionee ceases to be an director of the Company or subsidiary corporation(as applicable), for any reason other than death, or retirement from serviceunder a Board-approved written policy for retiring Non-Employee Directors, ortermination of service as a result of permanent and total disability, anyOption held by such Optionee which has not yet vested shall, unless otherwisedetermined by the Committee on or before the date of such Optionee’stermination of service, terminate unless exercised on or before the thirtieth(30th) day after thedate of such termination.  Neither theOptionee nor any other person shall have any right after such date to any partof any Option so terminated.

 

6.6                           Provide that ifan Optionee ceases to be a director because of death, or retirement from serviceunder a Board-approved written policy for retiring Non-Employee Directors, ortermination of service as a result of permanent and total disability, then suchOption (i) unless otherwise determined by the Committee on or before thedate of such death, retirement or termination, shall fully vest (to the extentnot already vested), upon the date of such death, retirement or termination and(b) shall be exercisable for a period of one year by the Optionee or bythe Optionee’s heirs or legal representatives (as applicable).

 

6.7                            Except whereconsidered a prohibited modification or extension of a stock right under IncomeTax Reg. §1.409A-1(b)(5)(v), all outstanding Options under this Plan on thedate of 

 

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approvalof the Plan by the stockholders of the Company automatically and withoutfurther action by the Company or the Optionee shall be deemed to have beenamended to incorporate the provisions of Sections 6.5 and 6.6.

 

6.8                               Options shallbe exercised by the delivery of written notice to the Company setting forth thenumber of shares of Common Stock with respect to which the Option is to beexercised and the address to which the certificates representing the shares ofCommon Stock issuable upon the exercise of such Option shall be mailed.  In order to be effective, such written noticeshall be accompanied at the time of its delivery to the Company by full paymentof the purchase price by certified check payable to the Company.  As promptly as practicable after the receiptby the Company of the foregoing, the Company shall cause to be delivered tosuch Optionee certificates representing the number of shares of Common Stockwith respect to which such Option has been so exercised.

 

6.9                               The Companyshall not be required to sell or issue any shares of Common Stock under anyOption if the issuance of such shares shall constitute a violation by theOptionee or the Company of any provision of any applicable statute orregulation of any governmental authority.

 

6.10                        No Optioneeshall have rights as a stockholder with respect to shares covered by his Optionuntil the date of issuance of stock certificate for such shares; and noadjustment for dividends, or otherwise, shall be made if the record datetherefor is prior to the date of issuance of such certificate.

 

7.                                RestrictedStock Provisions.

 

7.1                               The prospectiverecipient of a Restricted Stock grant shall not have any rights with respect tosuch grant unless and until such recipient has entered into a written agreement(the “Restricted Stock Grant Agreement”) with the Company evidencing suchgrant, has delivered a fully executed copy thereof to the Company and hasotherwise complied with the applicable terms and conditions of such grant.

 

7.2                               To beenforceable, a grant of Restricted Stock must be accepted within a period of 60days (or such shorter period as the Committee may specify at grant) followingthe grant date.  Acceptance shall beevidenced by executing a Restricted Stock Grant Agreement.  Upon acceptance of a grant of RestrictedStock, a Grantee shall be issued a stock certificate in respect of such sharesof Restricted Stock.  Such certificateshall be registered in the name of such Grantee and shall bear an appropriate legendidentifying the terms, conditions and restrictions applicable to such grant.

 

7.3                               The Committeeshall require that: (i) the stock certificates transferred to a Grantee inevidence of the shares of Restricted Stock thereupon held by him beretransferred to, and be held in the custody of, the Company or its designeeuntil the restrictions thereon shall have lapsed, and (ii) as a conditionof any Restricted Stock grant, the Grantee shall have delivered a stock power,endorsed in blank, relating to the Restricted Stock covered by such grant.

 

7.4                               Subject to theprovisions of the Plan and the Restricted Stock Grant Agreement, during theperiod set by the Committee commencing with the date of such grant and the dateor circumstances under which all restrictions lapse  (the “Restriction Period”), a Grantee shallnot be able to sell, transfer, pledge, anticipate or assign RestrictedStock.  The Committee shall condition anylapse of the Restricted Period upon the attainment of standards specified bythe Committee at the time of grant. The Committee, in its sole discretion, mayspecify that a Restricted Period may lapse in installments, or that therestrictions contained in a Restricted Stock grant are to be waived 

 

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oraccelerated in whole or in part based on the attainment of standards specifiedby the Committee.  Unless otherwisespecified by the Committee the Restricted Period shall lapse in installments of25% per year as follows:

 
| **ANNIVERSARY  OF DATE OF GRANT** | ** ** | **PORTION OF SHARES (CUMULATIVE) AS   TO WHICH THE RESTRICTED PERIOD   SHALL LAPSE  (rounded up to the nearest whole share)** | ** ** |
|-----------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------|------------|
|                              |       |                                                                                                                          |       |
| First                             |       | 25%                                                                                                                           |       |
| Second                            |       | 50%                                                                                                                           |       |
| Third                             |       | 75%                                                                                                                           |       |
| Fourth                            |       | 100%                                                                                                                          |       |

 

7.5                               Except asprovided in Sections 7.3 and 7.4 of this Plan, a Grantee shall have, withrespect to the shares of Restricted Stock, all of the rights of a stockholderof the Company, including the right to vote such Stock and the right to receiveany regular cash dividends declared and paid out of current earnings in respectof such Stock.  The Committee shall requireany cash dividends declared and paid in respect of unvested shares ofRestricted Stock to be reinvested in additional Restricted Stock, to the extentshares are available under the Plan. Stock dividends, splits and property distributions issued with respectto Restricted Stock shall be treated as additional shares of Restricted Stockthat are subject to the same restrictions and other terms and conditions thatapply to the Restricted Stock with respect to which such dividends are declaredand paid, and the Committee may require a Grantee to deliver additional stockpowers covering any Restricted Stock issuable pursuant to such stock dividend,split or property distribution.  Anyother dividends paid or property distributed in respect of Restricted Stock shallbe held by the Company subject to the same restrictions imposed upon theRestricted Stock to which such dividends and/or property relates.

 

7.6                               (a)                                 If a Granteeceases to be an director of the Company or subsidiary corporation (asapplicable), for any reason other than death, or retirement from service undera Board-approved written policy for retiring Non-Employee Directors, ortermination of service as a result of permanent and total disability, any  Restricted Stock held in respect of suchGrantee which has not yet vested shall, unless otherwise determined by theCommittee on or before the date of such Grantee’s death, retirement ortermination, be forfeited as of  theeffective date of such death, retirement or termination.  Neither the Grantee nor any other personshall have any right after such date to any part of any Restricted Stock soforfeited.

 

(b)                                 If a Grantee’sceases to be a director because of death, or retirement from service under aBoard-approved written policy for retiring Non-Employee Directors, ortermination of service as a result of permanent and total disability, then suchGrantee’s Restricted Stock shall fully vest (to the extent not already vested)upon the date of such death, retirement or termination, and all applicablerestrictions thereon shall lapse and expire. In the case of death, any Restricted Stock held by the Company or itsdesignee shall be transferred and released to such Grantee’s estate, or theperson designated by such Grantee by will or in accordance with relevant statelaw.

 

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7.7                               If and when theRestriction Period applicable to Restricted Stock expires without a priorforfeiture of such Stock, custody of such Stock shall be released to theGrantee by the Company (or its designee), together with any other property heldby the Company with respect to such Stock, and an appropriate stock certificateshall be promptly delivered to the Grantee evidencing unrestricted ownership ofsuch Stock.

 

8.                                      Change ofControl.

 

8.1                               Upon theoccurrence of a Change of Control (as defined in this Section), notwithstandingany other Plan provision or any agreement to the contrary, any and all Optionsand Restricted Stock granted under the Plan shall immediately and fully vest(to the extent not theretofore vested), and all restrictions thereon shalllapse and expire.

 

8.2                               For purposes ofthe Plan, a Change of Control shall be deemed to have occurred if:  (i) a tender offer shall be made andconsummated for the ownership of 25% or more of the outstanding voting  securities of the Company; or (ii) theCompany shall be merged or consolidated with another corporation and, as aresult of such merger or consolidation, less than 75% of the outstanding votingsecurities of the surviving or resulting corporation shall be owned in theaggregate by the former stockholders of the Company as the same shall haveexisted immediately prior to such merger or consolidation; or (iii) theCompany shall sell substantially all of its assets to another corporation whichis not a wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9) orof Section 13(d)(3) (as in effect on the date hereof) of the ExchangeAct, shall acquire, other than by reason of inheritance, fifty-one percent(51%) or more of the outstanding voting securities of the Company (whetherdirectly, indirectly, beneficially or of record).  In making any such determination, transfersmade by a person to an affiliate of such person (as determined by the Board),whether by gift, devise or otherwise, shall not be taken into account.  For purposes of the Plan, ownership of votingsecurities shall take into account and shall include ownership as determined byapplying the provisions of Rule 13d-3(d)(1)(i) as in effect on thedate hereof pursuant to the Exchange Act. Notwithstanding the provisions of the foregoing subparagraph (iv) ofthis Section 8.2, the term “person,” as used in such subparagraph, shallnot include any holder who was the beneficial owner of more than ten percent (10%)of the voting securities of the Company on the date the Plan was adopted by theBoard.

 

9.                                      InvestmentRepresentation, Approvals and Listing.

 

9.1                               The Committeemay, if it deems appropriate, condition any grant of Restricted Stock orissuance of shares upon exercise of an Option upon receipt of the followinginvestment representation from the Grantee:

 

“Iagree that the Common Stock of Uranium Resources, Inc. that I acquireshall be acquired for investment purposes only and not with a view todistribution or resale, and may not be transferred, sold, assigned, pledged,hypothecated or otherwise disposed of by me unless (i) a registrationstatement or post-effective amendment to a registration statement under theSecurities Act of 1933, as amended, with respect to said shares of Common Stockhas become effective so as to permit the sale or other disposition of saidshares by me; or (ii) there is presented to Uranium Resources, Inc.,an opinion of counsel satisfactory to Uranium Resources, Inc., to theeffect that the sale or other proposed disposition of said shares of CommonStock by me may lawfully be made otherwise than pursuant to an effectiveregistration statement or post-effective amendment to a registration statementrelating to the said shares under the Securities Act of 1933, as amended.”

 

9.2                               The Companyshall not be required to issue any certificate or certificates representingshares of Common Stock under the Plan prior to (i) the obtaining of anyapproval from any governmental agency which the Committee shall, in its solediscretion, determine to be 

 

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necessaryor advisable; (ii) the admission of such Stock to listing on any nationalsecurities exchange on which the Common Stock may be listed; (iii) thecompletion of any registration requirements or other qualifications imposed onthe Common Stock by any state or federal law or ruling or regulations of anygovernmental body which the Committee shall, in its sole discretion, determineto be necessary or advisable or the determination by the Committee, in its solediscretion, that any registration or other qualification of the Common Stock isnot necessary or advisable; and (iv) the obtaining of an investmentrepresentation from the Grantee in the form stated above or in such other formas the Committee, in its sole discretion, shall determine to be adequate.

 

10.                               GeneralProvisions.

 

10.1                        The form andsubstance of Restricted Stock Grant Agreements and Stock Option Agreements madehereunder need not be identical.  Nothingin the Plan or in any such agreement shall confer upon any Non-EmployeeDirector any right to continue in service as a director of the Company or ofany subsidiary corporation, to be entitled to any remuneration or benefits notset forth in the Plan or any Restricted Stock Grant Agreement or Stock OptionAgreement, or to interfere with or limit the right of the Company or anysubsidiary corporation to terminate such Non-Employee Director’s services atany time, with or without cause.

 

10.2                        The Plan may beassumed by the successors and assigns of the Company.  The liability of the Company under the Planis limited to the obligations set forth herein, and no term or provision of thePlan shall be construed to impose any liability on the Company in favor of anyNon-Employee Director with respect to any loss, cost or expense which suchDirector may incur in connection with or arising out of any grant or agreementmade in connection with the Plan.  All expensesarising from or associated with administering the Plan shall be borne by theCompany.  The captions and sectionnumbers appearing in the Plan are inserted only as a matter of convenience, anddo not define, limit, construe or describe the scope or intent of theprovisions of the Plan.

 

11.                         Term of Plan.  Options and shares of Restricted Stock shallbe granted hereunder within a period of ten (10) years from the date thePlan was originally adopted by the Board.

 

12.                         Effect onOptions and Restricted Stock of Changes in the Company’s Capital Structure.

 

12.1                  If the Companyshall effect a subdivision or consolidation of shares or other capitalreadjustment, a payment of stock dividend, or other increase or reduction ofthe number of shares of Common Stock outstanding (i) the number, class, andper share price of shares of Common Stock subject to outstanding Optionshereunder shall be appropriately adjusted in such a manner as to entitle anOptionee to receive upon exercise of an Option, for the same aggregateconsideration, the same total number and class of shares as he would havereceived had he exercised his Option in full immediately prior to the eventrequiring the adjustment; and (ii) the number and class of shares thenreserved for issuance under the Plan shall be adjusted by substituting for thetotal number and class of shares of Common Stock then reserved that number andclass of shares that would have been received by the owner of an equal numberof outstanding shares of Common Stock as the result of the event requiring theadjustment.

 

12.2                  If the Companyis merged into or consolidated with another corporation under circumstancewhere the Company is not the surviving corporation, or if the Company isliquidated, or sells or otherwise disposes of substantially all its assets toanother corporation while unexercised Options remain outstanding under the Planor unvested shares of Restricted Stock are outstanding under the Plan, (i) subjectto the provisions of clause (iii) below, after the effective date of suchmerger, consolidation or sale, as the case may be, each holder of anoutstanding Option shall be entitled, upon exercise of such Option, to receive,in lieu of shares of Common 

 

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Stock,shares of such stock or other securities as the holders of shares of CommonStock receive pursuant to the terms of the merger, consolidation or sale; (ii) theBoard may waive any limitations set forth in or imposed pursuant to Sections6.4.2 and 7 hereof so that all Options and shares of Restricted Stock, from andafter a date prior to the effective date of such merger, consolidation,liquidation or sale, as the case may be, specified by the Board, shall be fullyvested; and (iii) all outstanding Options may be canceled by the Board asof the effective date of any such merger, consolidation, liquidation or saleprovided that (x) notice of such cancellation shall be given to eachholder of an Option and (y) each holder of an Option shall have the rightto exercise such Option in full (without regard to any limitations set forth inor imposed pursuant to Section 6.4.2 hereof) during a 30-day periodpreceding the effective date of such merger, consolidation, liquidation orsale.

 

Except as hereinbefore expressly provided, theissuance by the Company of shares of stock of any class, or securitiesconvertible into shares of stock of any class, for cash, property, or services,either upon direct sale or upon the exercise of rights or warrants to subscribetherefor, or upon conversion of shares or obligations of the Companyconvertible into such shares of other securities, shall not affect, and noadjustment by reason thereof shall be made with respect to, the number, classor price of shares of Common Stock then subject to outstanding Options orshares of Restricted Stock.

 

13.                               Modification,Termination or Amendment of the Plan.  The Board may, insofar as permitted by law,from time to time, with respect to any shares of Common Stock at the time notsubject to Options, suspend or discontinue the Plan in any respectwhatsoever.  Unless otherwise required byapplicable law or rules of any stock exchange on which the shares ofCommon Stock are listed or approved for trading, the Board may at any timeamend the Plan as it shall deem advisable without any action on the part of thestockholders of the Company.  Any and allshares of unvested Restricted Stock outstanding at the time of termination ofthe Plan shall continue in full force and effect in accordance with theirrestrictions and subject to the terms and conditions of this Plan and anyrelated Restricted Stock Grant Agreements.

 

14.                               NoRepricing.  Other than in connection witha change in the Corporation’s capitalization, at any time when the purchaseprice of a Stock Option is above the market value of a Share, the Corporationshall not, without shareholder approval, reduce the purchase price of suchStock Option and shall not exchange such Stock Option for a new Stock Optionwith a lower (or no) purchase price or for cash or for stock award.

 

15.                               Effective Date.  The Plan shall become effective upon itsadoption by the Board of Directors, subject to approval by the stockholders ofthe Company.  If the Plan is so approved,no further approval shall be required with respect to the administration ofgrants made pursuant to the Plan.

 

16.                               Date ofAdoption.  The Plan isadopted on June 2, 2004, was amended and restated June 6, 2006, isfurther and amended and restated effective April 10, 2007 and approved bythe stockholders on July 12, 2007 and is further and amended and restatedeffective April 1, 2010 and approved by the stockholders on June 3,2010.

 

INWITNESS WHEREOF, this Plan is executed this 1st day of April 2010.

 
|   | URANIUM  RESOURCES, INC. |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           |   |

 

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