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EXHIBIT 4.1
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NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT is entered into July 31, 1995,
between Uranium Resources, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxx, an individual (the "Optionee"), with reference to the
following facts:
A. the Company desires to grant an option to Optionee; and
B. Optionee desires to accept such 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. Grant of Option.
The Company hereby grants to Optionee an irrevocable option to
purchase up to 50,000 shares of the Common Stock of the Company (the "Shares")
at a price of $4.75 per Share. This option shall expire at 5:00 p.m. Central
time, on May 31, 1998.
2. Exercise of Option.
Subject to Optionee's compliance with the terms of the letter
agreement between the Company and Optionee dated July 31, 1995, a copy of which
is attached hereto (the "Letter Agreement"), this option may be exercised by
delivery of written notice to the Company stating the number of Shares with
respect to which the option is being exercised, together with full payment of
the purchase price therefor. Payment shall be made in cash or by certified
check or by bank cashiers' check. The Optionee hereby agrees to pay to the
Company at the time such written notice is delivered to the Company any
federal, state, or local taxes of any kind required by law to be withheld with
respect to the option granted hereunder. If the Optionee does not make such
payment to the Company, the Company shall have the right to deduct from any
payment of any kind otherwise due to the Optionee from the Company, any such
federal, state, or local taxes of any kind required by law to be so withheld.
Breach (as determined by a final non-appealable court order) by Optionee of the
Letter Agreement shall render this option null and void.
3. Reserved Shares.
The Company has duly reserved for issuance a number of
authorized but unissued shares adequate to fulfill its obligations under this
agreement. During the term of this agreement the Company shall take such action
as may be necessary to maintain at
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all times an adequate number of shares reserved for issuance or treasury shares
to fulfill its obligations hereunder.
4. Assignment or Transfer.
This option may not be assigned or transferred without the prior
written consent of the Company, except pursuant to the laws of descent and
distribution.
5. Compliance with Law.
This option shall not be exercised, and no Shares shall be issued
in respect hereof, unless (a) in compliance with federal and applicable state
securities or other laws and (b) the Company obtains any approval or other
clearance from any federal or state governmental agency which the Company in
its sole discretion shall determine to be necessary or advisable.
7. Legends and Representations.
(a) The certificates evidencing Shares purchased pursuant to this
option shall bear any legends deemed necessary by the Company.
(b) As a condition to the exercise of this option, Optionee will
deliver to the Company such signed representations as may be necessary, in the
opinion of counsel satisfactory to the Company, for compliance with applicable
federal and state securities law.
8. Notice.
All notices or other communications desired to be given hereunder
shall be in writing and shall be deemed to have been duly given upon receipt,
if personally delivered, or on the third business day following mailing by
United States first class mail, postage prepaid, and addressed as follows:
If to the Company: Xxxx Xxxxxxxx, President
Uranium Resources, Inc.
00000 Xxxxx Xxxxx, Xxxxx 0000
Xxxx Xxx 00
Xxxxxx, Xxxxx 00000
If to Optionee: Xxxxxxx X. Xxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
or to such other address as either party shall give to the other in the manner
set forth above.
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9. Tax Treatment.
Optionee acknowledges that the tax treatment of this option,
Shares subject to this option or any events or transactions with respect
thereto may be dependent upon various factors or events which are not
determined by this Agreement. The Company makes no representations with respect
to and hereby disclaims all responsibility as to such tax treatment.
10. Nonqualified Status.
This option is not intended to be an "Incentive Stock Option"
as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and
it shall not be treated as an Incentive Stock Option, whether or not, by its
terms, it meets the requirements of Section 422.
11. Adjustments.
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
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock of the Company.
In the event of the proposed merger or consolidation of the
Company or dissolution or liquidation of the Company, the Board shall notify
the Optionee at least thirty (30) 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.
IN WITNESS WHEREOF, the Company and Optionee have executed this Stock
Option Agreement effective as of the date first set forth above.
The Company
URANIUM RESOURCES, INC.
By: /s/ XXXX XXXXXXXX
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Title: President
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The Optionee
Xxxxxxx X. Xxxx
/s/ XXXXXXX X. XXXX
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