**Exhibit 10.47**

 

**URANIUMRESOURCES**

 

**AND**

 

**DONALDC. EWIGLEBEN**

 

**EMPLOYMENTAGREEMENT**

 

September 3, 2009

 

This Employment Agreement(“Agreement”) is made andentered into as of September 3, 2009 (the “Effective Date”), by and between Uranium Resources, Inc., a Delaware corporation (hereafter “Company”), and Donald C. Ewigleben(hereafter “Executive”).

 

1.                                       Employment.  During the Employment Period (asdefined in Section 4 hereof), the Company shall employ Executive,and Executive shall serve, as President and Chief Executive Officer and ChiefOperating Officer of the Company and each of its subsidiaries, reportingdirectly to the Board of Directors of the Company (the “Board”).  References herein to employment with or bythe Company shall include employment with or by any affiliate of the Company.

 

2.                                       Duties and Responsibilities ofExecutive.

 

(a)                                  During the Employment Period (asdefined in Section 4 hereof), Executive shall devote his full timeand attention during normal business hours to the business of the Company, willact in the best interests of the Company and will perform with due care hisduties and responsibilities.  Executive’sduties will include those normally incidental to the position of President andChief Executive Officer and Chief Operating Officer as well as such additionalduties consistent therewith as may be assigned to him by the Board.  If, in its sole and complete discretion, theBoard changes Executive’s title and/or Executive’s reporting responsibilities,the Board may make such changes, and such changes shall thereafter apply forpurposes of this Agreement, subject only to the provisions of Section 7(c) hereof.

 

(b)                                 Executive agrees to cooperate fullywith the Board and not engage directly or indirectly in any activity thatmaterially interferes with the performance of Executive’s dutieshereunder.  During such EmploymentPeriod, Executive will not hold outside employment, or perform substantialpersonal services for parties unrelated to the Company, without the advancewritten approval of the Board; *provided,*that it shall not bea violation of this Agreement for Executive to (1) serve on any corporate,civic, or charitable boards or committees (except for boards or committees ofany business organization that competes with the Company in any business inwhich the Company is regularly engaged), so long as such service does notmaterially interfere with the performance of Executive’s duties andresponsibilities under this Agreement, as the Board in its reasonablediscretion shall determine, (2) manage personal investments, or (3) takevacation days and reasonable absences due to injury or illness, as set forthherein and/or permitted by the general policies of the Company.

 

(c)                                  Executive represents and covenantsto the Company that he is not subject or a party to any employment agreement,non-competition covenant, non-solicitation agreement, nondisclosure agreement,or any other agreement, covenant, understanding, or restriction that wouldprohibit Executive from executing this Agreement and fully performing hisduties and responsibilities hereunder.

 

(d)                                 Executive acknowledges and agreesthat Executive owes the Company a duty of loyalty and that any obligationsdescribed in this Agreement are in addition to, and not in lieu of, anyobligations Executive owes the Company as a matter of law.

 

3.                                       Compensation.

 

(a)                                  Sign On Bonus. On September 3, 2009, the Compensation Committee of the Boardgranted Executive 100,000 shares of Restricted Stock under the Company’s 2007Restricted Stock Plan that will fully vest on March 3, 2010.

 

(b)                                 Base Salary. Commencing October 1, 2009, and during the Employment Period, theCompany shall pay to Executive an annual base salary of $350,000 (the “BaseSalary”), payable on a not less than semi-monthly basis, in conformitywith the Company’s customary payroll practices for executive salaries.  For all purposes of this Agreement, 

 

----

 

Executive’s Base Salary shall includeany portion thereof which Executive elects to defer under any nonqualified planor arrangement.

 

(c)                                  Annual Performance Bonus. Executive shall be eligible for an annual discretionary performancebonus with respect to each calendar year during the Employment Period (the “AnnualPerformance Bonus”), which shall consist of two components, a cashcomponent targeted at 60% of Base Salary (the “Cash Component of the AnnualPerformance Bonus”), and a non-cash component of up to 40% of the Base Salary,consisting of shares of restricted stock vesting on the 60th day after grant under the Company’s 2007Restricted Stock Plan (the “Non-Cash Component of the Annual Performance Bonus”).  The amount, if any, of the Cash Component ofthe Annual Performance Bonus will be determined by the Compensation Committeeof Board, acting in its sole and complete discretion but based on annualperformance objectives established by the Compensation Committee for theExecutive.  The amount, if any, of theNon-Cash Component of the Annual Performance Bonus will be determined by theCompensation Committee of Board, acting in its sole and complete discretion butbased on its determination that Executive has performed above and beyond annualperformance objectives established by the Compensation Committee for theExecutive.  Bonus determinations will bemade by the Board typically within 90 calendar days of the end of each calendaryear.  The Board will, on an annual basis(at or near the beginning of each calendar year in such Employment Period)establish performance objectives for Executive for the upcoming year, and willcommunicate such objectives to Executive.

 

(d)                                 Long-Term Performance-BasedIncentive Compensation.  TheCompensation Committee has granted Executive 300,000 shares of restricted stockunder the Company’s 2007 Restricted Stock Plan. Such shares shall vest in equal one-third installments on the first,second and third anniversary dates of this Agreement based on annualperformance objectives to be determined each year by the CompensationCommittee. For the year ending September 3, 2010, vesting of the firstinstallment will be based on the following criteria: (i) the Company’sstock price performance being equal to or better than the median of the Company’speer group as set out in the Company’s prior year annual report during thetwelve month period beginning on September 3, 2009 (ii) maintaining abest-in-class safety environment of all employees over the twelve month periodas determined by an annual review of the Health, Safety and EnvironmentalCommittee of the Board; (iii) achieving an environmental performance recordin full compliance with Federal, State and local standards for the 12 monthsending September 3, 2010; (iv) delivery of a strategic plan that isadopted by the Board of the Company on or before March 1st, 2010; and (v) successfullycompleting a financing by September 3, 2010 that avoids a “going concern”issue.  The performance metrics will eachhave a 20% weighting and each is subject to an all or nothing threshold exceptfor the stock price performance metric which is subject to a 90% threshold.  The performance metrics will be set forthwith more particularity in the award agreement approved annually by theCompensation Committee.

 

(e)                                  Stock Ownership Target. Within 5 years from the date of this Agreement, Executive is expected toown shares of Company Common Stock equal in value to two times his BaseSalary.  The following will count towardsmeeting the required ownership level: shares owned beneficially;  restricted stock or stock units held underany Company restricted stock or similar program (whether vested or unvested);shares owned jointly with or in trust for immediate family members residing inthe same household; and shares subject to any vested but unexercised stockoptions.  The value of the stock held byExecutive on any date of determination will be equal to the greater of (1) Executive’sacquisition cost and (2) the average market price per share of the CommonStock on the last trading day of each of the four completed quarters prior tothe determination.

 

(f)                                    Withholding. Executive’s Base Salary, Annual Bonus, and other compensation paymentshereunder shall be subject to such payroll and other taxes, withholdings,assessments and deductions as may be required by applicable law.

 

4.                                       Term ofEmployment.

 

(a)                                  The initial term of this Agreementshall be for the period beginning on the Effective Date and ending at midnight(Eastern Time) on the second anniversary of the Effective Date.  The term shall be extended automatically forsuccessive one-year periods unless either party gives the other written noticeof its intent to terminate the Agreement not less than 90 days prior to the endof the then current term.  The initialterm and any extensions are hereinafter referred to as the “Term.”  The date on which this Agreement isterminated at the end of the Term or in accordance with Section 6 shall bereferred to herein as the “the Termination Date;” provided, however, that untilOctober 1, 2009, Executive shall be in a transition period from his formeremployer and may perform services for his former employer.  The Termination Date shall also constitutethe employment termination date.

 

(b)                                 The period commencing on theEffective Date and ending at the close of business on the Termination Dateshall constitute the “Employment Period.”

 

2

----

 

(c)                                  Notwithstanding any other provisionof this Agreement, this Agreement may be terminated at any time during theEmployment Period in accordance with Section 6.

 

5.                                       Benefits.  Subject to the terms and conditions ofthis Agreement, Executive shall be entitled to the following benefits duringthe Employment Period:

 

(a)                                  Reimbursement of Business Expenses*. *TheCompany agrees to promptly reimburse Executive for reasonable business-relatedexpenses incurred in the performance of Executive’s duties under this Agreementin accordance with Company policies.

 

(b)                                 Benefit Plans and Programs*. *Tothe extent permitted by applicable law, Executive (and where applicable, hisplan-eligible dependents) will be eligible to participate in all benefit plansand programs, including improvements or modifications of the same, then beingactively maintained by the Company for the benefit of its executive employees(or for an employee population which includes its executive employees), subjectin any event to the eligibility requirements and other terms and conditions ofthose plans and programs, including, without limitation, 401(k) plan,medical and dental insurance, life insurance and disability insurance.  The Company will not, however, by reason ofthis Section 5(b), have any obligation to institute, maintain, orrefrain from changing, amending, or discontinuing any such benefit plan orprogram.

 

(c)                                  Accommodations; Moving Expenses. The Company will reimburse Executive for reasonable furnishedaccommodation expenses for up to twelve months after his arrival in any cityidentified by the Board other than Denver, Colorado as a location from whichExecutive should operate in order to give the Company time to determine thepermanent location of Company headquarters. Upon a determination by the Board that a city other than Denver,Colorado will become the permanent headquarters of the Company, considerationof relocation expenses will be made by the Board.

 

6.                                       Termination of Agreement.

 

(a)                                  Automatic Termination in the Eventof Death.  This Agreement shall automatically terminatein the event of the Executive’s death.

 

(b)                                 Company’s Right to Terminate*.*  At any timeduring theEmployment Period, the Company shall have the right to terminate this Agreementwith the Company for any of the following reasons:

 

(1)                                  Upon Executive’s Disability (asdefined below);

 

(2)                                  For Cause (as defined in Section 7);or

 

(3)                                  For any other reason whatsoever, inthe sole and complete discretion of the Company.

 

(c)                                  Executive’s Right to Terminate*. *At any time**during the Employment Period, Executive will have theright to terminate this Agreement with the Company for:

 

(1)                                  Good Reason (as defined in Section 7);or

 

(2)                                  For any other reason whatsoever, inthe sole and complete discretion of Executive. An election by Executive not to renew this Agreement at the end of theTerm, shall constitute a termination of this Agreement by Executive under thissubsection.

 

(d)                                 *“Disability.”* For purposes of this Agreement, “Disability” means that Executive hassustained sickness or injury that renders Executive incapable, with reasonableaccommodation, of performing the duties and services required of Executivehereunder for a period of 90 consecutive calendar days or a total of 120calendar days during any 12-month period.

 

(e)                                  *“Notices.”* Any termination of this Agreement with the Company by the Company under Section 6(b) orby Executive under Section 6(c) shall be communicated by aNotice of Termination to the other party. A “Notice of Termination” means a written notice that (1) indicatesthe specific termination provision in this Agreement relied upon and (2) ifthe termination is by the Company for Cause or by Executive for Good Reason,sets forth in reasonable detail the facts and circumstances claimed to providea basis for termination of Executive’s employment under the provision soindicated. The Notice of Termination must specify Executive’s the TerminationDate.  The Termination Date may be asearly as 14 calendar days after such Notice is given but no later than 60calendar days after such Notice is given, unless otherwise agreed to by theparties in writing.

 

3

----

 

7.                                       Severance Payments.

 

(a)                                  Terminationby the Company.  If thisAgreement automatically terminates under Section 6(a) or if theCompany terminates this Agreement during the Employment Period pursuantto Sections 6(b)(1)or 6(b)(3) hereof, then the Company shall payExecutive severance, in a lump sum within 10 days after theTermination Date, by check (but in any event subject to all applicablewithholding), as follows:

 

(1)                                  One year’s Base Salary; and

 

(2)                                  Bonus at Guideline (as hereinafterdefined).

 

(3)                                  Bonus at Guideline means 60%of Base Salary.

 

(b)                                 Termination by Executive for Good Reason*.* If Executive terminates this Agreement during the Employment Periodpursuant to Section 6(c)(1) hereof, then the Company shall payExecutive severance, in a lump sum within 30 days after theTermination Date, by check (but in any event subject to all applicablewithholding), as follows:

 

(1)                                  One year’s Base Salary; and

 

(2)                                  Bonus at Guideline.

 

(c)                                  Termination by Executive for Good Reason after aChange in Control*.* If a Change in Control occurs and Executive terminates this Agreementduring the Employment Period pursuant to Section 6(c)(1) hereofwithin 30 days after such occurrence, then the Company shall pay Executiveseverance, in a lump sum within 30 days after theTermination Date, by check (but in any event subject to all applicablewithholding), as follows:

 

(1)                                  Two year’s Base Salary; and

 

(2)                                  Bonus at Guideline.

 

(d)                                 Termination upon Failure to Renew bythe Company.  In the event that this Agreement shallterminate at the end of the Term and is not renewed as a result of a decisionby the Company not to renew this Agreement, prior to a decision by Executivenot to renew this Agreement, the Company shall pay Executive severance, in alump sum within 30 days after the Termination Date, equal toone year’s Base Salary by check*.*

 

(e)                                  Additional Benefits*.** ***If the Company is required to payExecutive severance by the express terms of Section 7(a) or 7(b), or7(c), or 7(d)then:

 

(1)                                  Such severance shall be paid inaddition to any other payments the Company may make to Executive (including,without limitation, salary, bonuses, equity plans, incentive compensationplans, fringe benefits, and expense reimbursements) in discharge of the Company’sobligations to Executive under this Agreement with respect to periods endingcoincident with or prior to the Termination Date.

 

(2)                                  Executive, Executive’s spouse, andExecutive’s dependents will continue to be eligible for coverage under theCompany’s group health plan or any successor plan on the same basis as activeexecutive employees of the Company, their spouses, and their dependents for aperiod of twelve months, commencing on the Termination Date (the “SeverancePeriod”).  If and when group healthcoverage under another group health plan first becomes available thereafter toExecutive, Executive’s spouse, or Executive’s dependents (as applicable), theCompany’s obligations under this paragraph will cease with respect to eachperson to whom such coverage becomes available, and such person shall have such“COBRA” benefit continuation rights as may then be available under relevantlaw, treating Executive’s the Termination Date as the date of such person’s “qualifyingevent.”

 

(3)                                  To the extent Executive has notpreviously vested in such rights (whether in accordance with Section 8hereof of otherwise), Executive shall become fully vested in all of the rightsand interests held by Executive under the Company’s stock and other equityplans as of his the Termination Date, including without limitation any stockoptions, restricted stock, restricted stock units, performance units, and/orperformance shares.

 

4

----

 

(4)                                  Payments under Sections 7(a) or7(b) or 7(c) or 7(d) shall be in lieu of any severancebenefits otherwise due to Executive under any severance pay plan or programmaintained by the Company that covers its employees and/or its executives.

 

(5)                                  The exercise date of any optionsheld by Executive shall be extended to a date that is 90 days after theTermination Date.

 

(f)                                    *“**Cause”* means the occurrence or existence, prior tooccurrence of circumstances constituting Good Reason, of any of the followingevents during the Employment Period:

 

(1)                                  Executive’s gross negligence ormaterial mismanagement in performing, or material failure or inability (excludingas a result of death or Disability) to perform, Executive’s duties andresponsibilities as described herein or as lawfully directed by the Board;

 

(2)                                  Executive’s having committed any actof willful misconduct or material dishonesty against the Company or any of itsaffiliates (including theft, misappropriation, embezzlement, forgery, fraud,falsification of records, or misrepresentation) or any act that results in, orcould reasonably be expected to result in, material injury to the reputation, businessor business relationships of the Company or any of its affiliates;

 

(3)                                  Executive’s material breach of thisAgreement, any fiduciary duty owed by Executive to the Company or itsaffiliates, or any written workplace policies applicable to Executive (includingthe Company’s code of conduct and policy on workplace harassment) whetheradopted on or after the date of this Agreement;

 

(4)                                  Executive’s having been convictedof, or having entered a plea bargain, a plea of *nolo contendere* or settlement admitting guilt for,any felony, any crime of moral turpitude, or any other crime that couldreasonably be expected to have a material adverse impact on the Company’s orany of its affiliates’ reputations; or

 

(5)                                  Executive’s having committed anymaterial violation of any federal law regulating securities (without havingrelied on the advice of the Company’s attorney) or having been the subject ofany final order, judicial or administrative, obtained or issued by theSecurities and Exchange Commission, for any securities violation involvingfraud, including, for example, any such order consented to by Executive inwhich findings of facts or any legal conclusions establishing liability areneither admitted nor denied.

 

(g)                                 *“**Good Reason”* means the occurrence, prior to occurrence ofcircumstances constituting Cause, of any of the following events during theEmployment Period without Executive’s consent:

 

(1)                                  Any material breach by the Companyof this Agreement, *provided*that Executive provides the Board written notice of such breach within 90 daysfrom the first date that he is aware, or reasonably should be aware, of suchbreach and such breach is not remedied within 30 days of the Board’s receipt ofsuch written notice;

 

(2)                                  Any requirement by the Company thatExecutive relocate outside of the Denver metropolitan area;

 

(3)                                  Failure of any successor to assumethis Agreement not later than the date as of which it acquires substantiallyall of the equity, assets or businesses of the Company;

 

(4)                                  Any material reduction in Executive’stitle, responsibilities, or duties or the Board directs Executive to report toother than the Board; or

 

(5)                                  The assignment to Executive of anyduties materially inconsistent with his duties as President and Chief ExecutiveOfficer of the Company.

 

(h)                                 Exclusive Payments.                                    Except as provided above, noseverance or other payment in the way of severance shall be made to Executiveupon termination of this Agreement.

 

5

----

 

8.                                       Change of Control.

 

(a)                                  If a Change of Control occurs duringthe Employment Period, Executive shall thereupon become 100% vested in all ofthe rights and interests then held by Executive under the Company’s stock andother equity plans (to the extent not theretofore vested), including withoutlimitation any stock options, restricted stock, restricted stock units,performance units, and/or performance shares.

 

(b)                                 “Change of Control” means (i) afterthe Effective Date, any person or group of affiliated or associated persons nota shareholder on the date hereof acquires more than 50% of the voting power ofthe Company; (ii) the consummation of a sale of all or substantially allof the assets of the Company; (iii) the dissolution of the Company; (iv) amajority of the members of the Board are replaced during any 12-month period;or (iv) the consummation of any merger, consolidation, or reorganizationinvolving the Company in which, immediately after giving effect to such merger,consolidation or reorganization, less than 51% of the total voting power ofoutstanding stock of the surviving or resulting entity is then “beneficiallyowned” (within the meaning of Rule 13d-3 under the Securities Exchange Actof 1934, as amended) in the aggregate by the stockholders of the Companyimmediately prior to such merger, consolidation or reorganization.

 

9.                                       ParachutePayment.  Notwithstanding any provision herein, if theamount payable hereunder should constitute a parachute payment as defined in Section 280G of the Internal Revenue Code of the United States (Code), the payment will bereduced to the largest amount that would result in no portion being subject tothe excise tax imposed by, or the disallowance of a deduction under, applicableprovisions of the Code.

 

10.                                 Conflictsof Interest.  Executive agrees that he shall promptlydisclose to the Board any conflict of interest involving Executive uponExecutive becoming aware of such conflict. Executive’s ownership of an interest not in excess of five percent in abusiness organization that competes with the Company shall not be deemed toconstitute a conflict of interest.

 

11.                                 Confidentiality.  The Company agrees to provide Executivevaluable Confidential Information of the Company and of third parties who havesupplied such information to the Company.  In consideration of such ConfidentialInformation and other valuable consideration provided hereunder, Executiveagrees to comply with this Section 11.

 

(a)                                  *“Confidential Information”* means, without limitation andregardless of whether such information or materials are expressly identified asconfidential or proprietary, (i) any and all non-public, confidential orproprietary information or work product of the Company or its affiliates, (ii) anyinformation that gives the Company or its affiliates a competitive businessadvantage or the opportunity of obtaining such advantage, (iii) anyinformation the disclosure or improper use of which is reasonably expected tobe detrimental to the interests of the Company or its affiliates, (iv) anytrade secrets of the Company or its affiliates, and (v) any otherinformation of or regarding the Company or any of its affiliates, or its ortheir past, present or future, direct or indirect, potential or actualofficers, directors, employees, owners, or business partners, including but notlimited to information regarding any of their businesses, operations, assets,liabilities, properties, systems, methods, models, processes, results,performance, investments, investors, financial affairs, future plans, businessprospects, acquisition or investment opportunities, strategies, businesspartners, business relationships, contracts, contractual relationships,organizational or personnel matters, policies or procedures, management orcompensation matters, compliance or regulatory matters, as well as anytechnical, seismic, industry, market or other data, studies or research, or anyforecasts, projections, valuations, derivations or other analyses, performed,generated, collected, gathered, synthesized, purchased or owned by, or otherwisein the possession of, the Company or its affiliates or which Executive haslearned of through his employment with the Company.  Confidential Information also includes anynon-public, confidential orproprietary information about or belonging to any third party that has beenentrusted to the Company or its affiliates.  Notwithstanding the foregoing, ConfidentialInformation does not include any information which is or becomes generally knownby the public other than as a result of Executive’s actions or inactions.

 

(b)                                 Protection*.* In return for the Company’s promise to provide Executive withConfidential Information, Executive promises (i) to keep the ConfidentialInformation, and all documentation, materials and information relating thereto,strictly confidential, (ii) not to usethe Confidential Information for any purpose other than as required inconnection with fulfilling his duties as President and Chief Executive Officerfor the benefit of the Company, and (iii) to return to the Company alldocuments containing Confidential Information in Executive’s possession uponseparation from the Company for any reason.

 

(c)                                  Value and Security.  Executive understands and agrees that allConfidential Information, and every portion thereof, constitutes the valuableintellectual property of the Company, its affiliates, and/or third parties, andExecutive further acknowledges the importance of maintaining the security andconfidentiality of the Confidential Information and of not misusing theConfidential Information.

 

6

----

 

(d)                                 Disclosure Required By Law*.* If Executive is legally required to disclose any ConfidentialInformation, Executive shall promptly notify the Company in writing of suchrequest or requirement so that the Company may seek an appropriate protectiveorder or other relief.  Executive agreesto cooperate with and not to oppose any effort by the Company to resist ornarrow such request or to seek a protective order or other appropriateremedy.  In any case, Executive will (i) discloseonly that portion of the Confidential Information that, according to the adviceof Executive’s counsel, is required to be disclosed (and Executive’s disclosureof Confidential Information to Executive’s counsel in connection with obtainingsuch advice shall not be a violation of this Agreement), (ii) usereasonable efforts (at the expense of the Company) to obtain assurances thatsuch Confidential Information will be treated confidentially, and (iii) promptlynotify the Company in writing of the items of Confidential Information sodisclosed.

 

(e)                                  Third-Party Confidentiality Agreements*.*  To the extent that the Companypossesses any Confidential Information which is subject to any confidentialityagreements with, or obligations to, third parties, Executive will comply withall such agreements or obligations in full. The immediately preceding sentence shall apply only if the Company hasprovided Executive with a copy of such agreements, and Executive may disclosesuch agreements and any related Confidential Information to Company’s attorneysand rely on their advice regarding compliance therewith.

 

(f)                                    Survival*.* The covenants made by Executive in this Section 11, otherthan Paragraph (f) hereof, will be effective only during the EmploymentPeriod and for the two-year period immediately following the Employment Period,and to that extent (and only that extent) shall survive termination of thisAgreement.  The covenants made byExecutive in Paragraph (f) of this Section 11 will beeffective during the period specified in the confidentiality agreementsdescribed therein.

 

12.                                 Withholdings.  The Company may withhold and deductfrom any payments made or to be made pursuant to this Agreement (a) allfederal, state, local and other taxes as may be required pursuant to any law orgovernmental regulation or ruling, and (b) any deductions consented to inwriting by Executive.

 

13.                                 Severability.  It is the desire of the parties heretothat this Agreement be enforced to the maximum extent permitted by law, andshould any provision contained herein be held unenforceable by a court ofcompetent jurisdiction or arbitrator (pursuant to Section 15), theparties hereby agree and consent that such provision shall be reformed tocreate a valid and enforceable provision to the maximum extent permitted bylaw; *provided,however,* ifsuch provision cannot be reformed, it shall be deemed ineffective and deletedfrom this Agreement without affecting any other provision of this Agreement.

 

14.                                 Titleand Headings; Construction.  Titles and headings to Sections hereofare for the purpose of reference only and shall in no way limit, define orotherwise affect the provisions hereof. Any and all Exhibits referred to in this Agreement are, by suchreference, incorporated herein and made a part hereof for all purposes.  The words “herein”, “hereof”, “hereunder” andother compounds of the word “here” shall refer to the entire Agreement and notto any particular provision hereof.

 

15.                                 Arbitration; Injunctive Relief; Attorneys’Fees.

 

(a)                                  Subject to Section 15(b),any dispute, controversy or claim between Executive and the Company arising outof or relating to this Agreement, Executive’s employment with Company, or thetermination of either (other with respect to claims arising exclusively underone (1) or more of the Company’s employee benefit plans subject to ERISA)will be finally settled by arbitration in Denver, Colorado before, and inaccordance with the rules for the resolution of employment disputes thenobtaining of, the American Arbitration Association.  The arbitrator’s award shall be final andbinding on both parties.

 

(b)                                 Notwithstanding Section 15(a),an application for emergency or temporary injunctive relief by either partyshall not be subject to arbitration under this Section 15;provided, however, that the remainder of any such dispute (beyond theapplication for emergency or temporary injunctive relief) shall be subject toarbitration under this Section 15. Executive acknowledges that Executive’s violation of Sections 10and/or 11 of this Agreement will cause irreparable harm to the Company,Executive agrees not to contest that Executive’s violation of Sections 10and/or 11 of this Agreement will cause irreparable harm to the Company andExecutive agrees that the Company shall be entitled as a matter of right tospecific performance of Executive’s obligations under Sections 10 and 11and an injunction, from any court of competent jurisdiction, restraining anyviolation or further violation of such agreements by Executive or others actingon his/her behalf, without any showing of irreparable harm and without anyshowing that the Company does not have an adequate remedy at law.  The Company’s right to injunctive reliefshall be cumulative and in addition to any other remedies provided by law orequity.

 

(c)                                  Each side shall share equally thecost of the arbitrator and bear its own costs and attorneys’ fees incurred inconnection with any arbitration, unless a statutory claim authorizing the awardof attorneys’ fees is at issue, in which event the arbitrator may award areasonable attorneys’ fee in accordance with the jurisprudence of that statute.

 

7

----

 

(d)                                 Nothing in this Section 15shall prohibit a party to this Agreement from (i) instituting litigationto enforce any arbitration award or (ii) joining another party to thisAgreement in a litigation initiated by a person which is not a party to thisAgreement.

 

16.                                 GoverningLaw.  THIS AGREEMENT WILL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUTREFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THE EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THISAGREEMENT OR EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION 15FOR ANY REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN DENVER,COLORADO AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF THOSECOURTS.

 

17.                                 EntireAgreement and Amendment.  This Agreement contains the entireagreement of the parties with respect to Executive’s employment and the othermatters covered herein (except to the extent that other agreements arespecifically referenced herein); moreover, this Agreement supersedes all priorand contemporaneous agreements and understandings, oral or written,between the parties hereto concerning the subject matter hereof andthereof.  This Agreement may be amended,waived or terminated only by a written instrument executed by both partieshereto.

 

18.                                 Survivalof Certain Provisions.  Wherever appropriate to the intentionof the parties hereto, the respective rights and obligations of said parties,including, but not limited to, the rights and obligations set forth in Sections6 through 16 hereof, shall survive any termination or expiration of thisAgreement for any reason.

 

19.                                 Waiverof Breach.  Nowaiver by either party hereto of a breach of any provision of this Agreement bythe other party, or of compliance with any condition or provision of thisAgreement to be performed by such other party, will operate or be construed asa waiver of any subsequent breach by such other party or any similar ordissimilar provision or condition at the same or any subsequent time.  The failure of either party hereto to takeany action by reason of any breach will not deprive such party of the right totake action at any time while such breach continues.

 

20.                                 Assignment.  Neitherthis Agreement nor any rights or obligations hereunder shall be assignable orotherwise subject to hypothecation by Executive (except by will or by operationof the laws of intestate succession) or by the Company, except that the Companymay assign this Agreement to any successor (whether by merger, purchase orotherwise) to all or substantially all of the equity, assets or businesses ofthe Company, if such successor expressly agrees to assume the obligations ofthe Company hereunder.

 

21.                                 Notices.  Notices provided for in thisAgreement shall be in writing and shall be deemed to have been duly received (a) whendelivered in person or sent by facsimile transmission, (b) on the firstbusiness day after such notice is sent by air express overnight courierservice, or (c) on the third business day following deposit in the UnitedStates mail, registered or certified mail, return receipt requested, postageprepaid and addressed, to the following address, as applicable:

 

(a)                                  If to Company, addressed to: 405Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067;Attn:  Chairman, Board of Directors.

 

(b)                                 If to Executive, addressed to theaddress set forth below Executive’s name on the execution page hereof; orto such other address as either party may have furnished to the other party inwriting in accordance with this Section 21.

 

22.                                 Counterparts.  This Agreement may be executed in anynumber of counterparts, each of which when so executed and delivered shall bean original, but all such counterparts shall together constitute one and thesame instrument.  Each counterpart mayconsist of a copy hereof containing multiple signature pages, each signed byone party, but together signed by both parties hereto.

 

23.                                 Definitions.  The parties agree that as used in thisAgreement the following terms shall have the following meanings: an “affiliate”of a person shall mean any person directly or indirectly controlling,controlled by, or under common control with, such person; the terms “controlling,controlled by, or under common control with” shall mean the possession,directly or indirectly, of the power to direct or influence or cause thedirection or influence of management or policies (whether through ownership ofsecurities or other ownership interest or right, by contract or otherwise) of aperson; the term “person” shall mean a natural person, partnership (general orlimited), limited liability Company, trust, estate, association, corporation,custodian, nominee, or any other individual or entity in its own or anyrepresentative capacity, in each case, whether domestic or foreign.

 

24.                                 Internal Revenue Code Section 409ACompliance.  Notwithstanding anything in this Agreement tothe contrary, if any provision hereof would result in the imposition of anadditional tax under Internal Revenue Code Section 409A and relatedregulations and Treasury pronouncements, that provision will be reformed toavoid imposition of the applicable tax.

 

8

----

 

*SIGNATURE PAGE FOLLOWS*

 

IN WITNESS WHEREOF, Executive and the Companyhave executed this Agreement to be effective for all purposes as of theEffective Date.

 

 
|   | EXECUTIVE:               |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | /s/ Donald C. Ewigleben  |
|   | Donald C. Ewigleben      |
|   |                     |
|   |                     |
|   | URANIUM RESOURCES,  INC. |
|   |                     |
|   |                     |
|   | By:            | /s/ Paul K. Willmott |
|   |                     | Paul K. Willmott, Chairman |

 

9

----