1
EXHIBIT 10.9
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT is entered into as of August 16,
1995, between Uranium Resources, Inc., a Delaware corporation (the "Company"),
and Leland O. Erdahl, an individual (the "Optionee").
RECITALS:
A. The Company desires to grant an option to Optionee to purchase
shares of the Company's common stock; 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 100,000 shares of the Common Stock of the Company (the "Shares")
at a price of $8.375 per Share, subject to approval of such grant by the
Company's shareholders.
2. Term of Option.
This option shall expire, terminate, and be of no further force
and effect upon the earliest to occur of the following (the "Expiration Date"):
(a) at 5:00 p.m., Central Daylight Savings Time, on May 24, 1998; (b) on the
thirtieth day after the Optionee ceases to be a director of the Company, if the
Optionee ceases to be a director of the Company for any reason other than
removal for cause or death; (c) if the Optionee is removed as a director for
cause, at the time of such removal; or (d) if the Optionee dies before this
option otherwise expires, this option shall be exercisable for a period of one
year after the date of death by the Optionee's heirs or legal representatives
to the same extent it was exercisable by the Optionee on the date of death.
3. Exercise of Option.
This option shall be exercised at any time prior to the Expiration
Date by delivery of written notice to the Company setting forth the number of
Shares with respect to which this option is being exercised and the address to
which the certificates representing the Shares shall be mailed. In order to be
effective, such written notice shall be accompanied at the time of its delivery
to the Company by payment by certified check or by bank cashier's check payable
to the Company of the option price of such Shares. In addition, the Optionee
hereby agrees to pay to the Company at the time such written notice of exercise
is delivered to the Company any federal, state, or local taxes which the
Company deems necessary or appropriate to be withheld in connection with the
exercise of the option granted hereunder. As promptly as practicable after the
receipt by the Company of the foregoing, the Company shall cause to be
delivered to the Optionee a certificate or certificates representing the number
of Shares with respect to which this option has been so exercised.
4. 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
-1-
2
be necessary to maintain at all times an adequate number of shares reserved for
issuance or treasury shares to fulfill its obligations hereunder.
5. Assignment or Transfer.
This option may not be assigned or transferred without the prior
written consent of the Company.
6. 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. Any
determination in this connection by the Company shall be final, binding, and
conclusive on all parties.
7. Legends and Representations.
(a) The certificates evidencing Shares purchased pursuant to
this option shall bear the following legends:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR
THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SUCH ACT.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF
STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
(b) Upon delivery of the Notice specified in Section 3 above
and as a condition to the exercise of this option, Optionee shall be deemed to
have made the following representations to the Company:
(1) Investment Intent; Capacity to Protect Interests.
Optionee is receiving the Shares solely for Optionee's own account for
investment and not with a view to or for sale in connection with any
distribution and not with any present intention of selling, offering to sell or
otherwise disposing of or distributing thereof in any transaction other than a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Act"). Optionee is experienced in evaluating and investing in
companies such as the Company.
(2) Information Concerning the Company. Optionee has
received all such information as Optionee has deemed necessary and appropriate
to evaluate an investment in the Shares, and Optionee has received satisfactory
and complete information concerning the business and financial condition of the
Company in response to all inquiries in respect thereof.
-2-
3
(3) Restricted Securities. Optionee understands and
acknowledges that:
(a) The Shares have not been registered under
the Act, and the Shares must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is available
and the Company is under no obligation to register the Shares;
(b) the share certificate representing the
Shares will be stamped with legends specified in Section 7(a) hereof; and
(c) the Company will make a notation in its
records of the aforementioned restrictions on transfer and legends.
(4) Further Limitations on Disposition. Without in
any way limiting his representations set forth above, Optionee further agrees
that he shall in no event make any disposition of all or any portion of the
Shares unless and until:
(a) there is then in effect a registration
statement under the Act covering such proposed disposition and such disposition
is made in accordance with said registration statement; or
(b)(1) Optionee shall have notified the Company
of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
(2) Optionee shall have furnished the Company with an opinion of Optionee's
counsel to the effect that such disposition will not require registration of
such Shares under the Act, and (3) such opinion of Optionee's counsel shall
have been concurred in by counsel for the Company and the Company shall have
advised Optionee of such concurrence.
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: Paul Willmott, President
Uranium Resources, Inc.
12750 Merit Drive, Suite 1020
Lock Box 12
Dallas, Texas 75251
If to Optionee: Leland O. Erdahl
8046 MacKenzie Court
Las Vegas, Nevada 89129
or to such other address as either party shall give to the other in the manner
set forth above.
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
-3-
4
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.
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 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.
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/ Paul K. Willmott
--------------------------------------
Title: President
The Optionee
Leland O. Erdahl
/s/ Leland O. Erdahl
----------------------------------------
-4-