1
EXHIBIT 10.24
2
AMENDMENT #1
TO
NONQUALIFIED STOCK OPTION AGREEMENT
Xxxxx X. Xxxxxxxx
THIS AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT is
entered into November 17, 1997, between Uranium Resources, Inc., a Delaware
corporation (the "the Company"), and Xxxxx X. Xxxxxxxx, an individual (the
"Optionee").
RECITALS:
A. The Company and Optionee are parties to a Non-Qualified Stock
Option Agreement dated May 25, 1997 (the "May 1995 Option").
B. The Company desires to amend the May 1995 option to extend the
expiration date to May 24, 2001, to increase the exercise price by $.25 per
share and to provide for substitute stock options in certain circumstances; and
C. Optionee desires to accept such amendments to the May 1995
Option.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 1 of the May 1995 Option is hereby amended by deleting
"$4.50" and substituting in its place "$4.75."
2. Section 2 of the May 1995 Option is hereby amended by deleting
from subsection (a) thereof "1998" and substituting in its place "2001".
3. Section 11 of the May 1995 Option is hereby amended to read in
its entirety as follows:
"1 1. Adjustments.
(a) Stock Splits etc. The number of shares of
Common Stock covered by the Option, as well as the price per
share of Common Stock covered by the Option, shall be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock
resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock
of the Company. Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding
and conclusive.
(b) Mergers, etc. If, at any time subsequent to
the hereof, shares of Common Stock are changed into or
exchanged for a different number or kind of shares of stock or
other securities of another entity (whether as a result of
exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall
automatically be substituted for each Common Share subject to
this option (in whole or in part), the number and kind of
shares of stock or other securities into which each
outstanding share of Common Stock shall be changed or for
which each such share of Common Stock shall be exchanged; and
(ii) the option price per share of Common Stock or unit of
securities shall be increased or decreased proportionately so
that the aggregate purchase price for the securities subject
to this option shall remain the same as immediately prior to
such event. In addition to the foregoing, the Committee shall
be entitled in the event of any such increase, decrease or
exchange of Common Stock to make other adjustments to the
securities subject this option (including adjustments which
may provide for the elimination of fractional shares), where
necessary to preserve the terms and conditions of this option.
3
(c) Liquidation. In the event of the dissolution
or liquidation of the Company, the Board shall notify the
Optionee at least fifteen (15) days prior to such proposed
action. To the extent it has not been previously exercised,
the option will terminate immediately prior to the
consummation of such proposed action."
4. Except as expressly amended hereby the May 1995 Option shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company and Optionee have executed this
Amendment #1 to Non-Qualified Stock Option Agreement effective as of the date
first set forth above.
URANIUM RESOURCES, INC.
/s/ Xxxx X. Xxxxxxxx
----------------------------------------
President
The Optionee
/s/ Xxxxx X. Xxxxxxxx
----------------------------------------
