EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into on January 1, 2007 between:
UR-ENERGY USA, INC.
(hereinafter referred to as
“Corporation”)
and
W. XXXXXXX XXXXXX
(hereinafter referred to as “Xx.
Xxxxxx”)
WHEREAS Xx. Xxxxxx is a resident of Littleton, Colorado (United States) and, through Xxxxxx GeoTech International Ltd., as an independent contractor since 2004 through to the date hereof, has served in a variety of capacities with Ur-Energy Inc. (“Ur-Energy”) (a Canadian corporation) and its Affiliates;
AND WHEREAS the Board of Directors of Ur-Energy agreed in principal in May 2006 that Xx. Xxxxxx would become an employee of the Corporation and Xx. Xxxxxx, continuing on a consulting basis until such time as the paperwork could be completed, received an increase in compensation in May 2006;
AND WHEREAS Xx. Xxxxxx will hereafter be employed by the Corporation including to serve as the President and CEO of Ur-Energy and an officer of Ur-Energy’s Affiliates, from time to time, pursuant to the terms of this Agreement;
AND WHEREAS the Corporation is desirous of employing Xx. Xxxxxx and compensating him for his services as President and Chief Executive Officer of Ur-Energy and an officer of its Affiliates and Xx. Xxxxxx is desirous of being so employed by the Corporation;
AND WHEREAS Xx. Xxxxxx currently serves as a director of Ur-Energy and a director of its Affiliates, from time to time (for which he is not compensated);
NOW THEREFORE, for mutual consideration as set forth herein, it is agreed as follows:
ARTICLE 1 - EMPLOYMENT TERMS
1.01 Services
(1) Ur-Energy, through the Corporation, hereby agrees to hire Xx. Xxxxxx to perform the duties and functions of President and Chief Executive Officer of Ur-Energy, or the substantial equivalent thereof, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Xx. Xxxxxx shall work at the direction of and reporting to the Board of Directors of each of those entities. Xx. Xxxxxx may also serve as a director of Ur-Energy and its Affiliates, from time to time, subject to a vote to retain him as a director from year to year.
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(2) Xx. Xxxxxx agrees that he shall devote his best efforts and full business time to the business and affairs of Ur-Energy and its Affiliates and otherwise represent Ur-Energy and its Affiliates consistently with its best interests and with the policies and standards of Ur-Energy or its Affiliates. The foregoing full business-time commitment is subject to permitted vacation or leave time and subject to illness or injury. These services will be performed by Xx. Xxxxxx to the best of his abilities in a diligent, trustworthy and businesslike fashion. Xx. Xxxxxx acknowledges that he has a fiduciary obligation to each of Ur-Energy and its Affiliates.
(3) Xx. Xxxxxx shall not engage in business activities which could reasonably be understood to conflict with his duties, responsibilities and obligations pursuant to this Agreement.
(4) “Affiliate” or “Affiliates” shall be understood to mean an entity that controls, is controlled by or is under common control with a second entity including a joint venture arrangement, and “control” as used in this Agreement shall mean either the possession, directly or indirectly, of 50% or more of the equity or voting power in another entity, or the right or lawful power to administer the affairs of another person or entity.
1.02 Term
This Agreement shall be effective January 1, 2007 and shall continue to May 19, 2008. This Agreement shall be renewed automatically for an additional twelve-month period, on the same terms and conditions, unless either party gives written Notice of termination or cancellation pursuant to the provisions of Section 3.01, or this Agreement is otherwise modified or amended pursuant to the provisions of Section 4.02. Any such Notice of cancellation must be received no later than ninety (90) days prior to the expiry of this or any subsequently-renewed agreement.
1.03 Remuneration
In consideration of the performance of his services and duties as President and Chief Executive Officer of Ur-Energy, Xx. Xxxxxx will be paid a salary of US $20,000 per month, less any deductions or withholdings required by law.
1.04 Benefits
The Corporation may adopt or continue in force benefits plans for the benefit of its employees or certain of its employees. The Corporation may terminate any or all such benefits plans at any time and may choose not to adopt any other plans. Xx. Xxxxxx will be eligible to participate in any voluntary benefits plans the Corporation chooses to implement and to offer to other comparable employees. Xx. Xxxxxx’x rights under the benefits plans however shall be subject to and governed by the terms of those plans.
1.05 Vacation
Xx. Xxxxxx will be entitled to four weeks of paid vacation in each twelve-month period. Such four week vacation entitlement will be pro-rated monthly for any part of a twelve-
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month period in the event of termination. Xx. Xxxxxx will take his vacation at a time or times reasonable for Ur-Energy and its Affiliates and Xx. Xxxxxx in the circumstances. For greater certainty, Sections 1.05, 1.06 and 1.07 are provided to Xx. Xxxxxx in lieu of “Paid Time Off” as set forth in the policies of Ur-Energy and its Affiliates.
1.06 Compensatory Leave
Xx. Xxxxxx will be entitled to up to two weeks of paid compensatory leave in each twelve month period. Any such compensatory leave will be taken in consultation with the Board of Directors of Ur-Energy.
1.07 Sick Leave
Xx. Xxxxxx will be entitled to up to 12 days of sick leave in each twelve month period.
1.08 Performance Bonus
Xx. Xxxxxx shall be eligible to earn, in addition to the monthly salary, a performance bonus based on criteria to be determined by the Board of Directors of Ur-Energy including, but not limited to, the financial performance of Ur-Energy, the valuation of Ur-Energy’s shares and Xx. Xxxxxx’x performance generally of the terms and conditions of this Agreement. Eligibility for the bonus will be evaluated following Ur-Energy’s year-end on December 31 and, if a bonus is to be paid to Xx. Xxxxxx, it will be paid on or before March 1 of the following year. A pro rata share of this performance bonus shall be paid if this Agreement is cancelled pursuant to the terms of Section 1.02 or terminated pursuant to the terms of Section 3, and in any event shall be paid as required by applicable law or regulation.
1.09 Stock Options and Contractor Shares
(1) Options to acquire capital stock of Ur-Energy granted to Xx. Xxxxxx prior to the date hereof will vest in accordance with the original vesting schedule for such options and will continue to be governed under the terms and conditions of the “Ur-Energy Inc. Stock Option Plan 2005”.
(2) Xx. Xxxxxx shall be eligible to receive additional options, at the discretion of the Board of Directors of Ur-Energy, the number, vesting schedule and exercise price contingent on approval by the Board of Directors of Ur-Energy, with exercise and other rights to be governed by the terms of the stock option plan in force at the date of grant.
(3) Contractor shares (being common shares of Ur-Energy) granted to Xx. Xxxxxx prior to the date hereof will continue to be issued and “vest” in accordance with the original schedule for such contractor shares or such other provisions as may be implemented by the Board of Directors of Ur-Energy from time to time.
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1.10 Expenses
Ur-Energy or its Affiliates will promptly reimburse Xx. Xxxxxx for out-of-pocket expenses, including reasonable travel costs, actually and properly incurred by him in connection with the performance of his duties hereunder. Xx. Xxxxxx shall furnish receipts to Ur-Energy for all such expenses in accord with the then-current policy of Ur-Energy or its Affiliates for expenses.
ARTICLE 2 – COVENANTS AND REPRESENTATIONS
2.01 Promotion of the Corporation’s Interests; Representations of Ability to Perform
(1) Xx. Xxxxxx acknowledges and agrees that the execution of this Agreement and increased consideration for such employment are adequate for the good faith performance and considerations provided for in this Agreement. In relation to the services described in Section 1.01, Xx. Xxxxxx agrees specifically to use his best efforts to promote the interests of Ur-Energy and its Affiliates and shall not use any information he may acquire with respect to the business and affairs of Ur-Energy and its Affiliates, for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates.
(2) Xx. Xxxxxx will not, at any time after the date of this Agreement, do or say anything which is likely or intended to damage the goodwill or reputation of Ur-Energy and its Affiliates, or of any business carried on by Ur-Energy or its Affiliates, or which may lead any person, other than as part of good faith negotiations, either to cease to do business with Ur-Energy and its Affiliates on substantially equivalent terms to those previously offered, or not to engage in business with Ur-Energy and its Affiliates.
(3) Xx. Xxxxxx represents and warrants that he is fully able to enter this Agreement, and to perform all duties, obligations and responsibilities contemplated. Xx. Xxxxxx further represents and warrants that he is not a party to any other agreement which would conflict with the terms of this Agreement and that neither the execution nor performance of this Agreement by him will violate, conflict with or result in a breach of any provisions of another contract, nor will execution and full performance of this Agreement violate any court order, judgment, writ or injunction applicable to Xx. Xxxxxx.
(4) Xx. Xxxxxx agrees to adhere to the procedures and policies of Ur-Energy and its Affiliates that may be in place from time to time.
2.02 Other Activities
(1) It is agreed and acknowledged that Xx. Xxxxxx may, from time to time, pursue other activities related to his professional services as a geologist. Xx. Xxxxxx will not be required to seek leave to engage in such professional services, provided that there is neither a conflict of business interest, nor a conflict of his obligations set forth under this Agreement.
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(2) Further, Xx. Xxxxxx may, from time to time, be requested to furnish his services as a director to another corporation or similar such position. Permission to provide such services shall be sought by Xx. Xxxxxx and shall be granted reasonably by Ur-Energy. No such leave to serve as a director for any non-profit or other charitable organization shall be required, insofar as such service does not conflict with the terms of this Agreement.
2.03 Independent Contractor Agreement
(1) The parties hereby acknowledge the existence of that certain Contract between Ur-Energy and Xxxxxx GeoTech International Ltd., and the amendment thereto (collectively, “Independent Contractor Agreement”) through which Xx. Xxxxxx has been serving Ur-Energy and its Affiliates since 2004. This Agreement, it is understood, is meant to and shall supersede the Independent Contractor Agreement in all ways except with respect to confidential information which shall still apply and continue forward as obligations and rights of these parties: All matters and information considered to be confidential which have been revealed to Xx. Xxxxxx during the pendency of the Independent Contractor Agreement shall remain confidential and shall be integrated into the provisions of this Agreement for the maintenance of Confidential Information.
(2) The Independent Contractor Agreement is otherwise terminated and this Agreement shall hereafter control the relationship of these parties. Termination of the Independent Contractor Agreement shall be without penalty to either party without further notice for same.
2.04 Proprietary and Confidential Information and Work Product
(1) Xx. Xxxxxx acknowledges that, by reason of his previous contractor status with Ur-Energy pursuant to the Independent Contractor Agreement and hereinafter by reason of his employment with Ur-Energy and its Affiliates, he has had and will have access to proprietary and confidential information as defined hereinafter. Xx. Xxxxxx agrees that, during and after his employment with Ur-Energy and its Affiliates, he will not disclose to any person, except in the proper course of his employment and performance of this Agreement, and will not use for his own purposes or for any purposes other than those of Ur-Energy and its Affiliates, any Confidential Information disclosed to or acquired by him.
(2) “Confidential Information” for the purposes of this Agreement means secret, confidential or proprietary information of Ur-Energy and its Affiliates, including, but not limited to: data, geological and geophysical information and analyses, assets, acquisition or production strategies, trade secrets, information relating to operations, processes or procedures, customer and supplier lists and other confidential information whether technical, commercial or financial, business strategies or plans, details of contracts, and marketing methods, plans or strategies, concerning the business and affairs of Ur-Energy and its Affiliates. For purposes of this Agreement, the term Confidential Information does not include any information that is or becomes generally available to and known by the public (other than as a result of an un-permitted disclosure directly or indirectly by Xx. Xxxxxx or another). In addition, Xx. Xxxxxx may disclose secret, proprietary or Confidential Information to the extent (a) he is legally compelled to disclose such information, provided that Xx. Xxxxxx shall promptly notify
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Corporation and/or Ur-Energy of such request or requirement, if that notification can be made without violating the terms of such compelled disclosure and Xx. Xxxxxx uses reasonable efforts to obtain from the party to whom disclosure is made written assurance that confidential treatment will be accorded to such portion as is disclosed; (b) such disclosure is required in any legal proceeding between Xx. Xxxxxx and Ur-Energy and its Affiliates in order for Xx. Xxxxxx to defend or pursue any claim in any legal or administrative proceeding.
(3) Ur-Energy and its Affiliates acknowledge that certain information, set out in an inventory agreed by the parties, in use by Ur-Energy and its Affiliates is owned by Xx. Xxxxxx (“Xxxxxx Property”). The Xxxxxx Property will not form part of the Confidential Information upon expiry, termination or cancellation of this Agreement; however, any Work Product, as defined below, that results from the use of the Xxxxxx Property will remain the property of Ur-Energy and its Affiliates. Any work product or derivative work that results from the use of the Xxxxxx Property performed by any other employee or consultant of Ur-Energy and its Affiliates will remain the property of Ur-Energy and its Affiliates.
(4) Any and all products of the work performed or created by Xx. Xxxxxx under this Agreement or in connection with the services (collectively, “Work Product”) shall be the sole and exclusive property of Ur-Energy and all such Work Product shall become the property of Ur-Energy from and at such time as it is created. Xx. Xxxxxx shall have no right to use any such Work Product except in connection with performing Services pursuant to this Agreement. Without limiting the foregoing, to the greatest extent possible, any and all Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.), and Xx. Xxxxxx hereby unconditionally and irrevocable transfers and assigns to Ur-Energy all rights, title and interest Xx. Xxxxxx currently has or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights and agrees that Ur-Energy shall have the exclusive world-wide ownership of all such items, and that no such items shall be treated as or deemed to be a “joint work” (as defined in the Copyright Act, 17 U.S.C. §§ 101 et seq.) of Xx. Xxxxxx and Ur-Energy or otherwise. Xx. Xxxxxx further warrants and agrees to take such other actions as Ur-Energy may reasonable request to perfect and protect Ur-Energy’s interest in any Work Product.
(5) Xx. Xxxxxx acknowledges that the breach of any of the covenants contained in the Section 2.04 concerning Confidential Information and Work Product will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Xx. Xxxxxx acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Xx. Xxxxxx from disclosing, in whole or in part, any Confidential Information or utilizing or disseminating Work Product. Such court of competent jurisdiction may order Xx. Xxxxxx to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.04) .
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(6) In addition, in the event of any breach of Section 2.04 Ur-Energy and its Affiliates will be relieved of any further obligations pursuant to this Agreement to make any payments to Xx. Xxxxxx or provide him with any benefits as outlined in Section 1.04, except those in Section 3.01.
(7) If any provision, or part(s) thereof, of this Section 2.04 governing Confidential Information and Work Product shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision(s) and shall not in any way affect or render invalid or unenforceable any other provisions of this Section 2.04 or any other provisions of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision, or part thereof, had been reformed, and any court of competent jurisdiction or arbiters, as the case may be, are authorized to so reform such invalid or unenforceable provision, or part thereof, so that it would be valid, legal and enforceable to the fullest extent permitted by applicable law.
(8) The obligations of this Section 2.04 shall survive the expiry, cancellation or termination of this Agreement for any reason.
2.05 No Competition; No Solicitation
(1) For a period of two years after the expiry, cancellation or termination of this Agreement for any reason, Xx. Xxxxxx shall not directly or indirectly provide professional services to any person, firm or business which is engaged in the exploration for and development of uranium mineral properties (i) within 5 miles of the boundaries of each of the property claim groups in the United States of America owned, leased, licensed or otherwise held by Ur-Energy and its Affiliates, more fully described on Schedule A hereto, (ii) within 5 miles of the perimeter of each of the Hornby Basin located in the Northwest Territories/Nunavut, Canada and the Thelon Basin located in the Xxxxxxxxx Xxxxxxxxxxx, Xxxxxx, and (iii) within 5 miles of the boundaries of any other mineral properties owned, leased or licensed or otherwise held by Ur-Energy and its Affiliates or under consideration by Ur-Energy and its Affiliates at the time of the expiry, cancellation or termination of this Agreement, a list or map of which will be created by Ur-Energy at the time of termination. Xx. Xxxxxx acknowledges and agrees that the services he will provide to Ur-Energy and its Affiliates and the Confidential Information he will obtain, are unique in nature, and that Ur-Energy and its Affiliates would be irreparably harmed if Xx. Xxxxxx were to provide similar services to or divulge any proprietary or Confidential Information to another person, firm or business who are engage in a similar or competing business.
(2) Xx. Xxxxxx acknowledges and agrees that the term and geographic restriction of this agreement not to compete are both reasonable, and moreover that if a Court should find otherwise Xx. Xxxxxx agrees that such Court should uphold this provision and redefine the restriction in duration, geographic scope or other way in which the Court does not find the restriction to be reasonable.
(3) For a period of two years after the expiry, cancellation or termination of this Agreement for any reason, Xx. Xxxxxx shall not directly or indirectly induce or attempt to induce any member of management or professional staff of Ur-Energy or its Affiliates to terminate
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his/her employment with Ur-Energy or its Affiliate to become employed by any energy-related business with which Xx. Xxxxxx is associated.
(4) Xx. Xxxxxx acknowledges that the breach of any of the covenants contained in Section 2.05 concerning this agreement for non-solicitation of management and professional staff and to not compete with the business(es) of Ur-Energy and its Affiliates will result in irreparable harm and continuing damages to Ur-Energy and its Affiliates and the business of each or both. Further, Xx. Xxxxxx acknowledges and agrees that the remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Ur-Energy or any of its Affiliates at law or in equity in the event of any such breach, any Court of competent jurisdiction may issue an injunction (both preliminary and permanent), together with posting of a bond of $1,000, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Xx. Xxxxxx from competing in contravention of the above provisions or soliciting employees of Ur-Energy or its Affiliates as the events may be. Such court of competent jurisdiction may order Xx. Xxxxxx to pay all costs and expenses, including reasonable attorney fees and fees and costs associated with any experts, incurred in enforcing these provisions (Section 2.05) .
2.06 Return of Property
Upon expiry, cancellation or termination of this Agreement, Xx. Xxxxxx shall return to Ur-Energy or the Affiliates of either, any data, property, documentation, or Confidential Information which is the property of any of these entities; and, such data, property, documentation or Confidential Information shall remain the property or Confidential Information of Ur-Energy or its Affiliates.
ARTICLE 3 – TERMINATION
3.01 Termination of Agreement
(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Xx. Xxxxxx’x service as President and Chief Executive Officer of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.
(2) Xx. Xxxxxx may terminate this Agreement by giving Ur-Energy three (3) months’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.
(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:
| (a) |
theft, fraud or dishonesty by Xx. Xxxxxx involving the property, business or affairs of Ur-Energy or its Affiliates, or in carrying out his duties under this Agreement; or |
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| (b) |
any material breach or non-observance of any material term of this Agreement. In the case of material breach or non-observance of a material term of this Agreement, Ur-Energy shall give Notice to Xx. Xxxxxx (as provided in Section 4.01) of the material breach or non-observance of this Agreement and Xx. Xxxxxx shall have thirty (30) days (or such other reasonable period as shall be determined by the notifying party) to cure the breach or non-observance of a material term of this Agreement. |
(4) Except as provided in subsection (5) below, Ur-Energy, through the Corporation, may terminate this Agreement for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Xx. Xxxxxx with a lump sum payment equivalent to two years’ base salary as set forth in this Agreement, which payment will only be payable to Xx. Xxxxxx upon Xx. Xxxxxx providing a release to Ur-Energy and its Affiliates.
(5) In the event of a Change of Control of Ur-Energy (as defined below) or within 12 months of the Change of Control, (i) Ur-Energy, through the Corporation, or its successors may terminate the Agreement or (ii) Xx. Xxxxxx may terminate this Agreement in the event that his position including duties, responsibility and general scope of authority and compensation do not remain substantially equivalent. Upon such termination, Ur-Energy will provide Xx. Xxxxxx with a lump sum payment equivalent to two years’ base salary as set forth in this Agreement upon Xx. Xxxxxx providing a release to Ur-Energy and its Affiliates or their successors.
“Change of Control” shall have occurred on the happening of any of the following events, provided that such event is a change in the ownership or effective control of Ur-Energy or a change in the ownership of a substantial portion of the assets of Ur-Energy as defined in the regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended:
| (a) |
50% or more of the voting shares of Ur-Energy become owned beneficially by a person or group of persons acting jointly or in concert; or | |
| (b) |
the individuals who are members of the Board of Directors of Ur-Energy (the “Incumbent Board”) cease for any reason to constitute at least fifty percent (50%) of the Board of Directors of Ur-Energy; provided, however, that if the election, or nomination for election, of any new Directors was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board; or | |
| (c) |
beneficial ownership of assets of Ur-Energy representing 40% or more of the net book value of the assets of Ur-Energy determined on the basis of the then most recently published audited financial statements of Ur-Energy, shall be sold, transferred, liquidated or otherwise disposed of or distributed by Ur-Energy over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
XxXxxxxx Xxxxxxxx XXX XXX-XXXXXX #0000000 x. 00
00
| (x) |
the completion of any transaction or the first of a series of transactions which would have the same or similar effect as any event or transaction or series of events or transactions referred to in subsections (a), (b) or (c) above; or | |
| (e) |
a determination by the Board of Directors of Ur-Energy that there has been a change, whether by way of a change in the holding of voting shares of Ur-Energy in the ownership of Ur-Energy’s assets or by any other means, as a result of which any person, or any group of persons acting jointly or in concert is in a position to exercise effective control of Ur-Energy. |
(6) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Xx. Xxxxxx in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.
ARTICLE 4 – GENERAL CONTRACT PROVISIONS
4.01 Notices
All notices, requests, demands or other communications (collectively, "Notices") by the terms hereof required or permitted to be given by one party to any other party, or to any other person shall be given in writing by personal delivery or by registered mail, postage prepaid, or by facsimile transmission to such other party as follows:
| (a) |
To Ur-Energy Inc. and the Corporation at: |
with a copy:
|
XxXxxxxx Xxxxxxxx LLP | ||
| 00 Xxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxxxxxx Xxxxxxxxxx | ||
| (b) | To Xx. Xxxxxx at: | |
| 0 Xxxx Xxxxx | ||
| Xxxxxxxxx, Xxxxxxxx, XXX 00000 |
or at such other address as may be given by such party or person to the other parties hereto in writing from time to time and pursuant to the terms of this Section.
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4.02 Entire Agreement
(1) This Agreement and the documents referenced and incorporated herein constitute the entire Agreement between these parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated herein and made a part hereof.
(2) This Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto, with the exception that Ur-Energy, through the Corporation, may unilaterally may modify this Agreement at any time to avoid non compliance or the possibility of incurring penalties pursuant to any law or regulation, including specifically but not limited to the Internal Revenue Code.
4.03 Inurement
This Agreement shall inure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators or successors.
4.04 Assignment
(1) Ur-Energy, through the Corporation, will not assign this Agreement unless agreed to by Xx. Xxxxxx and Ur-Energy in writing but Ur-Energy shall have the right to so assign this Agreement without such mutual agreement in the event of a Change of Control.
(2) Xx. Xxxxxx’x rights and obligations under this Agreement are personal and such rights, benefits, and obligations shall not be assigned, alienated, or transferred without the prior written consent of Ur-Energy, other than in the case of death, disability or incompetence of Xx. Xxxxxx, in which instance any remaining rights or benefits shall be permitted to be assigned or otherwise legally transferred without written consent.
4.05 Third Party Beneficiaries
This Agreement does not and shall not confer any rights or remedies upon another person other than the parties and their respective successors and permitted assigns as provided in Sections 4.03 and 4.04.
4.06 Remedies in Event of Future Dispute
(1) In the event of a future dispute, the parties agree that they will first attempt to resolve any dispute which does not give rise to injunctive relief (specifically including but not limited to any dispute concerning Confidential Information or the provisions of Sections 2.04 and 2.05 hereto) through confidential mediation to occur within 30 days of Notice by the party asserting claims or otherwise seeking redress.
(2) In the event that such mediation shall fail, the parties agree to waive any right to a jury trial and shall proceed with any litigation to the court in the jurisdiction(s) provided for and agreed upon below.
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4.07 Headings for Convenience Only
The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
4.08 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and each of the parties hereto agrees irrevocably to attorn to the jurisdiction of the courts of the State of Colorado.
4.09 Severability
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall continue to be binding and in full force and effect.
4.10 Survival
Sections 2.04, 2.05, 2.06, 3.01, 4.01, 4.06, 4.08 and 4.09, and all defined terms in this Agreement necessary to understand and enforce those Sections, shall survive the expiry, cancellation or termination for any reason of this Agreement and such Sections will continue with full force.
4.11 Counterparts
This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument.
4.12 Transmission by Facsimile
The parties agree that this Agreement may be transmitted by facsimile or similar device or electronically and that the reproduction of signatures by facsimile or other electronic means shall be treated as binding as if originals. Notwithstanding the foregoing, each party undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.
4.13 Legal Representation and Legal Expenses
Both parties acknowledge the import of this Agreement and each has retained counsel to review the Agreement and to participate in the negotiation of its terms and language. Ur-Energy will reimburse Xx. Xxxxxx on demand for all reasonable out-of-pocket expenses incurred by him for his reasonable independent legal counsel and services in connection with the negotiation, drafting and signature of this Agreement.
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IN WITNESS WHEREOF the parties have duly executed this Employment Agreement on the dates indicated below,
UR-ENERGY USA, INC.
Per: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
| SIGNED this 19th day of | ) | |
| December, 2006 | ) | |
| in the presence of | ) | |
| ) | ||
| ) | ||
| /s/ Xxxx Xxxxxxxxx | ) | /s/ W. Xxxxxxx Xxxxxx |
| Witness | W. Xxxxxxx Xxxxxx |
