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EXHIBIT 10.35
URANIUM RESOURCES, INC.
AMENDED AND RESTATED
1999 DEFERRED COMPENSATION PLAN
EFFECTIVE SEPTEMBER 17, 1999
ARTICLE I
INTRODUCTION
1.1 This Amended and Restated 1999 Deferred Compensation Plan (the
"Plan") provides selected executive employees and directors of Uranium
Resources, Inc. and its wholly owned subsidiaries an opportunity to defer a
portion of their compensation for calendar year 1999.
This document constitutes the entire Plan. Any and all prior or
contemporaneous oral or written communications hereby are superseded and
abolished.
ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS
2.1 "ACCOUNT" or "ACCOUNTS" means the individual deferral accounts
separately maintained under this Plan on the books of the Corporation for the
benefit of each Participant. Each Account shall be credited with a Participant's
Deferred Amount of Earned Compensation less any portion of such Earned
Compensation as to which shares of Common Stock have been distributed in
accordance with Article V.
2.2 "ADDITIONAL DEFERRED AMOUNT" means the additional amount of
Compensation that a Participant has elected to defer pursuant to Section 4.1(b)
hereof.
2.3 "ADDITIONAL SHARE PERCENT" means the portion (expressed as a
percentage) of the Additional Deferred Amount that a Participant elects to
receive in shares of Common Stock.
2.4 "CODE" means the Internal Revenue Code of 1986, as amended and then
in effect.
2.5 "COMMITTEE" means the Plan Committee described in Article VII
hereof.
2.6 "COMMON STOCK" means the shares of the Corporation's common stock,
$.001 par value per share.
2.7 "COMPENSATION" means those amounts otherwise payable in cash or by
check or electronic deposit by the Corporation to an Eligible Person as salary
for a Plan Year, which amounts are includable in his gross income for federal
income tax purposes (without regard to Compensation deferred under this or any
other plan maintained by the Corporation), including
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but not limited to directors' fees, salary and bonus, but excluding any and all
nonelective contributions (including matching contributions) made by the
Corporation to any employee benefit plan (within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended). Without
limiting the generality of the foregoing, the limitations imposed by Code
Section 401(a)(17) do not apply to Compensation as defined under the Plan.
2.8 "CORPORATION" means Uranium Resources, Inc, a Delaware corporation,
together with any successor thereto which adopts this Plan by appropriate
written action.
2.9 "DEFERRED AMOUNT" means the sum of the Initial Deferred Amount and
the Additional Deferred Amount.
2.10 "DESIGNATED RECIPIENT" means any person who becomes entitled to
receive any distribution hereunder by reason of the death of a Participant.
2.11 "EARNED COMPENSATION" means at any date the amount of Compensation
that the Corporation is obligated to pay Participant for services rendered
before giving effect to the Participant's deferral election.
2.12 "EFFECTIVE DATE" means January 11, 1999 as to the original Plan
and September 17, 1999 as to the Amended and Restated Plan.
2.13 "ELIGIBLE PERSON" means any employee or director of the
Corporation or any of its wholly owned subsidiaries, but only so long as such
person meets all of the requirements of Section 3.1(a) of the Plan.
2.14 "ERISA" means The Employee Retirement Income Security Act of 1974,
as amended and then in effect.
2.15 "INITIAL DEFERRAL PERCENT" means the portion (expressed as a
percentage) of the Compensation that a Participant elects to defer pursuant to
Section 4.1 hereof.
2.16 "INITIAL DEFERRED AMOUNT" means the amount of Compensation that a
Participant has elected to defer on January 11, 1999 pursuant to Section 4.1(a)
hereof.
2.17 "INITIAL SHARE PERCENT" means the portion (expressed as a
percentage) of the Initial Deferred Amount that a Participant elects to receive
in shares of Common Stock.
2.18 "PARTICIPANT" means any Eligible Person who defers Compensation
under the Plan.
2.19 "PLAN YEAR" means the period of time commencing January 11, 1999
and ending on December 31, 1999.
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2.20 "SHARE PRICE" means (a) with respect to shares to be received in
connection with the Initial Deferred Amounts $0.375, which was the price of the
last trade of the Common Stock on NASDAQ on January 11, 1999, the date this Plan
was originally adopted and (b) with respect to shares to be received in
connection with the Additional Deferred Amounts $0.156, which was the price of
the last trade of the Common Stock on OTCBB on September 17, 1999, the date
that the Board of Directors adopted the Amended and Restated Plan.
2.21 "VESTED SHARES" means the number of shares of Common Stock
determined in accordance with Section 5.4.
2.22 GENERAL PROVISIONS. The masculine wherever used herein shall
include the feminine and singular and plural forms are interchangeable. Certain
terms of more limited application have been defined in the provisions to which
they are principally applicable. The division of the Plan into Articles and
Sections with captions has been done for convenience only and is not to be taken
as limiting or extending the meaning of any of its provisions.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 General Eligibility Conditions.
(a) To become eligible to participate in this Plan, an individual
must be (i) an executive employee or a director of the Corporation or
any of its wholly owned subsidiaries and (ii) designated as an Eligible
Person on Exhibit A.
(b) Once an Eligible Person becomes a Participant, such individual
shall continue to be eligible to defer Compensation under the terms of
this Plan until such individual fails to meet at least one of the
conditions described above. If a Participant ceases to meet such
conditions, his interest in the Plan and amounts deferred prior to the
date he ceases to be an Eligible Person shall continue to be held
subject to the terms of the Plan, and Vested Shares and Deferred
Amounts shall be distributable to him in accordance with Article VI.
For the purposes of Deferred Amounts that are to be distributed
thereafter and for such purpose only, such person shall continue to be
a Participant.
3.2 Election to Participate. To actively participate in the Plan, an
Eligible Person must execute a Deferred Compensation Election in the form
attached hereto as Exhibit C and shall file such election with the Committee.
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ARTICLE IV
DEFERRAL OF COMPENSATION
4.1 Deferral Elections.
(a) Initial Deferred Percent. An Eligible Person may elect to defer
receipt of up to 100% of his Compensation. As of January 11, 1999, the
Participants have elected to defer the portion of their Compensation
set forth on Exhibit B hereto. Such elections are irrevocable for the
Plan Year unless the Corporation and the Participant agree otherwise.
(b) Additional Deferred Amounts. With the consent of the Committee,
a Participant may at any time elect, in writing, to increase the
percentage of his Compensation to be deferred.
4.2 Period of Deferral. All amounts that the Participant elects to
defer shall be paid on January 11, 2006, subject to the Participant's right to
receive all or any portion of the amount deferred in shares of Common Stock as
set forth in Article V.
4.3 Vesting. A Participant shall always be one hundred percent (100%)
vested in amounts credited to his Account.
4.4 Base Salary for Other Purposes. Except as otherwise expressly
prohibited by law or the terms of a benefit plan, any Deferred Amounts shall
continue to be counted as part of the Participant's base salary for purposes of
any other contracts between Participant and the Corporation, including, without
limitation, those certain compensation agreements dated June 2, 1997 between the
Corporation and certain of the Participants.
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ARTICLE V
ELECTION TO RECEIVE COMMON STOCK
5.1 Share Election.
(a) Initial Share Percent. The Participants may elect to receive up
to 100% of the Initial Deferred Amount in shares of Common Stock. With
respect to the Initial Deferred Amounts the Participants have made the
Initial Share Percent elections set forth on Exhibit B. The
Participants may not change the Initial Share Percent elections without
the consent of the Committee, except on the last day of each calendar
quarter during the Plan Year. Any such change shall be effective only
with respect to Initial Deferred Amounts credited for the calendar
quarters following such change.
(b) Additional Share Percent. A Participant shall have the right,
with respect to Additional Deferred Amounts, to elect at any time prior
to January 11, 2006 to receive shares of Common Stock in lieu of a
payment of all or any portion of the Additional Deferred Amount.
5.2 Number of Shares to be Received.
(a) The number of shares of Common Stock to be credited with
respect to any election to receive shares for all or any portion of the
Initial Deferred Amount shall equal the Initial Deferred Amount
multiplied by the Initial Share Percent and divided by the Share Price.
No fractional shares shall be issued.
(b) The number of shares of Common Stock to be credited with
respect to any election to receive shares for all or any portion of the
Additional Deferred Amount shall equal the Additional Deferred Amount
divided by the Share Price. No fractional shares shall be issued.
5.3 Distribution of Shares.
(a) With respect to any election to receive shares for all or any
portion of the Initial Deferred Amount, there shall be issued to
Participant as of the last day of March, June, September and December
during the Plan Year his Vested Shares as set forth in Section 5.4;
provided, however, that the Committee may elect to distribute shares of
Common Stock at different times in its sole and absolute discretion.
(b) With respect to any election to receive shares for all or any
portion of the Additional Deferred Amount, there shall be issued to
Participant, within 30 days after a Participant's election to receive
shares, his Vested Shares as set forth in Section 5.4.
(c) The Term "Distribution Date" means each of the last day of
March, June, September and December during a Plan Year and January 11,
2006.
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5.4 Vested Shares.
(a) With regard to shares issuable with respect to the Initial
Deferred Amount, a Participant shall have a vested interest only in
that number of shares of Common Stock determined in accordance with the
following formula: Vested Shares = Earned Compensation, Multiplied by
Initial Deferral Percent, Multiplied by Initial Share Percent and
divided by the Share Price.
(b) With regard to shares issuable with respect to the Additional
Deferred Amount, a Participant shall have a vested interest only in
that number of shares of Common Stock determined in accordance with the
following formula: Vested Shares = the portion of the Additional
Deferred Amount that constitutes Earned Compensation, Multiplied by the
Additional Share Percent and divided by the Share Price.
5.5 Limitation on Sale of Shares. All certificates representing any of
the shares of Common Stock shall have endorsed thereon the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
5.6 Withholding. The Corporation will make appropriate withholding for
all relevant federal, state and local tax purposes from the non-deferred portion
of Compensation for any Participant with respect to the shares of Common Stock
that a Participant has elected to receive based on the Share Price. On each
Distribution Date if the fair market value of the Common Stock is in excess of
the Share Price, the Corporation will be required to withhold additional amounts
based upon such excess. The source of such additional amounts will be
Compensation otherwise payable to the Participant on a Distribution Date, to the
extent sufficient. If such amounts are insufficient, the Participant will be
required to pay to the Corporation the appropriate amounts as a condition to
receipt of the shares.
ARTICLE VI
DISTRIBUTIONS
6.1 Distribution of Cash. All amounts credited to an Account as to
which a Participant has not elected to take such amount in shares of Common
Stock shall be distributed to the Participant or his Designated Recipient on
January 11, 2006; provided that the Committee may elect, in its sole and
absolute discretion, to distribute such Deferred Amounts at an earlier date.
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6.2. Distribution of Shares of Common Stock. Any amounts as to which
the Participant has elected to receive shares of Common Stock as provided in
Article V shall be distributed to the Participant or his Designated Recipient as
provided in Article V.
6.3 If No Designated Recipient. If Participant has not designated a
Designated Recipient, any distribution hereunder after the death of a
Participant shall be payable first to his surviving spouse, if any, and if none,
to his estate.
6.4 Effect of Termination of Employment. Upon termination of employment
of a Participant for any reason, including death, such Participant's Account
will be frozen on the date of termination. The Account shall be credited with a
Participant's Deferred Amount of the Earned Compensation through the date of
termination, and the Participant shall be entitled to receive on January 11,
2006 the Deferred Amount of the Earned Compensation less any of the Deferred
Amount received in shares of Common Stock pursuant to Article V.
ARTICLE VII
PLAN ADMINISTRATION
7.1 Administration. The Plan shall be administered by a committee as
provided in Section 7.2 hereof, as an unfunded deferred compensation plan.
7.2 Plan Committee.
(a) The Committee shall be the Corporation's Board of Directors. No
member of the Committee shall act or participate in any action of the
Committee directly affecting his own Account under the Plan, unless
such action is of general application to all Participants. The
Committee is authorized to interpret the Plan and, from time to time,
may adopt such rules and regulations, consistent with the provisions of
the Plan, as it may deem advisable to carry out the purposes of the
Plan.
(b) The Committee shall have all powers necessary to accomplish the
purpose of the Plan, including, but not limited to, (i) the
discretionary authority to interpret the Plan; (ii) the discretionary
authority to determine all questions relating to the rights and status
of Eligible Persons, Participants and Designated Recipients; and (iii)
the discretionary authority to make any and all rules and regulations
needed or advisable for the administration of the Plan as are not
inconsistent with the terms and provisions hereof.
(c) Without limiting the powers set forth herein, the Committee
shall have the power to: (i) change or waive in writing any
requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) determine
the times and places for holding meetings of the Committee and the
notice to be given of such meetings; (iii) employ or otherwise retain
such agents and assistants, counsel (who may be of counsel to the
Corporation herein), and clerical and other service providers as
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the Committee may require in carrying out the provisions of the Plan;
and (iv) authorize one or more of their number, or any agent thereof,
to execute or deliver any instrument on behalf of the Committee.
7.3 Statement of Participant's Account. As soon as practicable
following the close of each Plan Year, and otherwise from time to time as the
Committee in its sole discretion may direct, the Committee shall mail, via first
class mail, to each Participant a written statement setting forth the Account of
such Participant as of the end of a Plan Year. Any statement provided in
accordance with this Section shall be deemed to have been accepted as correct,
unless written notice to the contrary is received by the Committee within thirty
(30) days after the mailing of such statement to the Participant.
7.4 Payment of Expenses. All costs and expenses incurred in
administering the Plan shall be paid by the Corporation.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment. The Corporation hereby reserves the right, at any time
and from time to time, by written action of its Board of Directors (or by
written action of an officer or officers of the Corporation to whom such Board
of Directors has expressly delegated the authority to amend the Plan), to amend,
modify or alter any or all of the provisions of the Plan without the consent of
any Eligible Person, Participant, Designated Recipient or other person; however,
no amendment shall operate retroactively so as to affect adversely any rights to
which a Participant may be entitled under the provisions of the Plan as in
effect prior to such action. Any such amendment, modification or alteration
shall be expressed in an instrument executed by an authorized officer or
officers of the Corporation, and shall become effective as of the date
designated in such instrument.
8.2 Termination. The Corporation reserves the right to suspend,
discontinue or terminate the Plan, at any time, in whole or in part, by written
action of its Board of Directors, effective as of the date designated in such
written action, without the consent any Eligible Person, Participant, Designated
Recipient or other person.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Employment Remains At Will. Nothing in the adoption, maintenance or
operation of the Plan shall confer on any employee, Eligible Person or
Participant the right to continued employment by the Corporation or by any
affiliate or subsidiary corporation thereof, or be treated or considered
evidence of an intent to provide continued employment to such individual, or
affect in any way the right of the Corporation or such affiliate or subsidiary,
to terminate such individual's employment, at any time and for any reason. Any
question as to whether and when there has been a termination of a Participant's
employment, and the cause of
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such termination, shall be determined by the Committee; any such determination
by the Committee shall be final, binding and conclusive.
9.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a legal
disability or is unable to manage his financial affairs, the Committee shall
have the discretionary authority to direct payments to such person's legal
representative, or to a relative or friend of such person for his benefit.
Alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any such
payment or application of benefits, made in good faith and in accordance with
the provisions of this Section, shall completely discharge any liability of the
Plan, the Corporation and the Committee with respect to such payment or
application of benefits.
9.3 Plan Is Unfunded; No Obligation to Fund. All Accounts or interests
in the Plan are unfunded and the Corporation shall have no obligation to
establish any special or separate fund, or segregate any of its assets in order
to assure the payment of any amounts due or becoming due and payable under the
Plan; however, to provide for the discharge of its obligations under the Plan,
the Corporation may in its sole discretion establish a fund in its name, or
acquire property or contract rights in its name; provided that no Participant or
other person (other than the Corporation) shall acquire a legal or equitable
interest in any such fund, property or contract. The right of a Participant or
his Designated Recipient to receive a distribution hereunder shall constitute an
unsecured claim against the general assets of the Corporation, and no
Participant or Designated Recipient or other person shall have any right in or
against any amounts credited under the Plan or any other specific assets of the
Corporation. All amounts credited under the Plan to any Accounts maintained for
or on behalf of a Participant shall constitute general assets of the Corporation
and may be disposed of by the Corporation at such time and for such purposes as
it may deem appropriate.
9.4 Anti-Alienation. No right, benefit or interest in the Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, partition, lien,
levy, encumbrance or charge; and any attempt to anticipate, alienate, sell,
assign, pledge, partition, lien, levy, encumber or charge the same shall be
void. No such right, benefit or interest shall be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to such benefits,
including claims for alimony, marital assets or property, support, or separate
maintenance by the spouse of the Participant. If a Participant should become
insolvent or bankrupt, or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under this Plan, such Participant's
interest in the Plan, in the discretion of the Committee, shall be extinguished;
in such event, the Committee in its sole discretion may hold or apply the
interest at issue, or any part thereof, for the benefit of such Participant,
such Participant's spouse, or such Participant's Designated Recipient, in such
manner as the Committee in its sole discretion may deem proper. Notwithstanding
the generality of the foregoing, the Corporation shall have the unrestricted
right to set off against or recover out of any payments or benefits becoming
payable to or for the benefit of a Participant, at the time such payments or
benefits otherwise become payable hereunder, any amounts owed or owing to the
Corporation by such Participant.
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9.5 Indemnification. Each Participant, by executing a Compensation
Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees
to indemnify and hold the Corporation harmless from and against any damages,
losses and expenses (including without limitation litigation costs incurred by
the Corporation in connection with the administration of the Plan) arising from
third-party claims disputes involving such Participant's Plan interest
(including without limitation, tax liens and levies, creditors' claims,
garnishment and bankruptcy proceedings, and proceedings in domestic relations
court).
9.6 Unclaimed Interests. If the Committee shall at any time be unable
to make distribution or payment of benefits hereunder to a Participant or any
Designated Recipient of a Participant by reason of the fact that such
Participant's or Designated Recipient's whereabouts is unknown, the Committee
shall so certify, and thereafter the Committee shall attempt to locate such
missing person. In the event that such missing person is not located with seven
(7) years, then the Committee shall cause the Corporation to pay over to the
Secretary of State of the state whose law has jurisdiction over such matters any
and all amounts then owed to such person, in accordance with the unclaimed funds
law of such state, and the Corporation's obligations thereto shall thereupon be
considered fully and completely discharged and satisfied.
9.7 References to Code, Statutes and Regulations. Any and all
references in this Plan to any provision of the Code, ERISA, or any other
statute, law, regulation, ruling or order shall be deemed to refer also to any
successor statute, law, regulation, ruling or order.
9.8 Liability. The Corporation, and its directors, officers and
employees, shall be free from liability, joint or several, for personal acts,
omissions, and conduct, and for the acts, omissions and conduct of duly
appointed agents, in the administration of this Plan.
9.9 Governing Law; Severability. The Plan shall be construed according
to the laws of the State of Texas, and all provisions hereof shall be
administered according to the laws of that State, except to the extent preempted
by federal law (including, without limitation, ERISA). In the event that any one
or more of the provisions of the Plan shall for any reason be held to be
invalid, illegal, or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of the Plan; rather, the
Plan shall be construed as if such invalid, illegal, or unenforceable provisions
had never been contained herein, and there shall be deemed substituted such
other provision as will most nearly accomplish the intent of the parties to the
extent permitted by applicable law.
9.10 Taxes. The Corporation shall be entitled to withhold and remit any
federal, state and local taxes from any distribution made hereunder which the
Corporation believes are necessary, appropriate or required by relevant law,
regulation or ruling.
9.11 Tax Consequences of Participation. While the Plan is designed to
provide Eligible Persons the opportunity to defer Compensation on a tax-deferred
basis, the Corporation makes no representation, warranty or guarantee of any
federal, state or local tax consequences of participation in the Plan to any
Participant or Designated Recipient (or personal representative or
attorney-in-fact for such Participant or Designated Recipient).
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9.12 Stockholder Approval. Implementation of the portion of this Plan
that allows a Participant to make a share election is subject to the approval of
the stockholders of the Corporation. In the event that the stockholders of the
Corporation do not approve the share election aspect of this Plan, such aspect
of the Plan will be deleted and the remainder of the Plan shall continue to be
in full force and effect.
IN WITNESS WHEREOF, URANIUM RESOURCES, INC, by action of its Board of
Directors, has duly adopted Uranium Resources, Inc. 1999 Deferred Compensation
Plan, effective as of the 11th day of January 1999 and the Amended and Restated
Plan effective as of the 17th day of September 1999.
URANIUM RESOURCES, INC
By /s/ PAUL K. WILLMOTT
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Title Director, President and
---------------------------------
Chief Executive Officer
(Principal Executive Officer)