Exhibit 4.6 Employment Agreement between Uranium Energy Corp. and Xxxxx Xxxxxxx
dated February 2006
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EMPLOYMENT AGREEMENT
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Between:
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URANIUM ENERGY CORP.
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And:
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XXXXX XXXXXXX
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Uranium Energy Corp.
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000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and dated for reference as fully executed
on this ______ day of February, 2006.
BETWEEN:
URANIUM ENERGY CORP., a company incorporated under the laws of the
State of Nevada, U.S.A., and having an executive office and an address
for notice and delivery located at 000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(the "Company");
OF THE FIRST PART
AND:
XXXXX XXXXXXX, businessperson, having an address for notice and
delivery located at X.X. Xxx 0000, Xxxxxxxxxx, XX 00000-0000
(the "Employee");
OF THE SECOND PART
(the Company and the Employee being hereinafter singularly also
referred to as a "Party" and collectively referred to as the "Parties"
as the context so requires).
WHEREAS:
A. The Company is a reporting company incorporated under the laws of the State
of Nevada, U.S.A., and has its common shares listed for trading on the NASDAQ
Over-The-Counter Bulletin Board under the symbol URME;
B. The Employee has experience in and specializes in providing reporting and
non-reporting companies with valuable management and operational services;
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the
mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE AS
FOLLOWS:
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Article 1
GENERAL SERVICES AND DUTIES OF THE EMPLOYEE
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1.1 General Services. During the continuance of this Agreement the Company
hereby agrees to retain the Employee as the Chief Operating Officer of the
Company. He will also become a director of the Company.
1.2 Additional duties respecting the General Services. Without in any manner
limiting the generality of the General Services to be provided as set forth in
section "2.1" hereinabove, it is hereby also acknowledged and agreed that
Employee will, during the continuance of this Agreement, devote substantially
all of the Employee's employment time to the General Services of the Employee as
may be determined and required by the Board of Directors of the Company for the
performance of said General Services faithfully, diligently, to the best of the
Employee's abilities and in the best interests of the Company and, furthermore,
that the Employee's employment time will be prioritized at all times for the
Company in that regard.
1.3 Adherence to rules and policies of the Company. The Employee hereby
acknowledges and agrees to abide by the reasonable rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the same as such rules,
regulations, instructions, personnel practices and policies may be reasonably
applied to the Employee as the Chief Operating Officer of the Company.
Article 2
EFFECTIVENESS AND TERMINATION
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2.1 Effectiveness of the Agreement. This Agreement becomes effective and
commences on February 15, 2006 (the "Effective Date").
2.2 Termination without cause by any Party. Notwithstanding any other provision
of this Agreement, this Agreement may be terminated by any of the Parties hereto
at any time after the Effective Date and during the continuance of this
Agreement upon such Party's delivery to the other Parties hereto of prior
written notice of its intention to do so (the "Notice of Termination") at least
120 calendar days prior to the effective date of any such termination (the
"Effective Termination Date"). In any such event the Employee's ongoing
obligation to provide the General Services will continue only until the
Effective Termination Date and the Company shall continue to pay to the Employee
all of the amounts otherwise payable to the Employee under Article "4"
hereinbelow until the Effective Termination Date.
Article 3
COMPENSATION OF THE EMPLOYEE
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3.1 Fee. It is hereby acknowledged and agreed that the Employee shall render the
General Services as defined hereinabove during the continuance of this Agreement
and shall thus be compensated from the Effective Date of this Agreement to the
termination of the same by way of the payment by the Company to the Employee, or
to the further order or direction of the Employee as the Employee may determine,
in the Employee's sole and absolute discretion, and advise the Company of prior
to such payment, of the gross monthly fee of U.S. $10,000.00 (the "Fee").
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3.2 Reimbursement of Expenses. It is hereby acknowledged and agreed that the
Employee shall also be reimbursed for all direct, reasonable expenses actually
and properly incurred by the Employee for the benefit of the Company
(collectively, the "Expenses"); and which Expenses, it is hereby acknowledged
and agreed, shall be payable by the Company to the order, direction and account
of the Employee as the Employee may designate in writing, from time to time, in
the Employee's sole and absolute discretion, as soon as conveniently possible
after the prior delivery by the Employee to the Company of written
substantiation on account of each such reimbursable Expense.
3.3 Options. As soon as reasonably practicable after the Effective Date hereof,
it is hereby acknowledged and agreed that the Employee will be granted 250,000
share options to purchase restricted common shares in the capital of the Company
at $0.50 per share for a 10 year term, subject to the rules and policies of the
Regulatory Authorities and applicable securities legislation, and the terms and
conditions of the Company's existing stock option plan (the "Option Plan").
3.4 Benefits. It is hereby acknowledged and agreed that, during the continuance
of this Agreement, the Employee shall be entitled to participate fully in each
of the Company's respective medical services plans and management and employee
benefits program(s) when and as obtained (collectively, the "Benefits").
Article 4
ADDITIONAL OBLIGATIONS OF THE EMPLOYEE
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4.1 Reporting. At such time or times as may be required by the Board of
Directors, acting reasonably, the Employee will provide the Board of Directors
with such information concerning the results of the Employee's General Services
and activities hereunder for the previous month as the Board of Directors may
reasonably require.
4.2 No conflict, no competition and non-circumvention. During the continuance of
this Agreement the Employee shall not engage in any business or activity which
reasonably may detract from or conflict with the Employee's respective duties
and obligations to the Company as set forth in this Agreement without the prior
written consent of the Board of Directors.
4.3 Confidentiality. The Employee will not, except as authorized or required by
the Employee's duties hereunder, reveal or divulge to any person or companies
any information concerning the organization, business, finances, transactions or
other affairs of the Company or of any of the Company's respective subsidiaries
which may come to the Employee's knowledge during the continuance of this
Agreement, and the Employee will keep in complete secrecy all confidential
information entrusted to the Employee and will not use or attempt to use any
such information in any manner which may injure or cause loss either directly or
indirectly to the Company's Business interests. This restriction will continue
to apply after the termination of this Agreement without limit in point of time
but will cease to apply to information or knowledge which may come into the
public domain.
4.4 Compliance with applicable laws. The Employee will comply with all Canadian,
U.S. and foreign laws, whether federal, provincial or state, applicable to the
Employee's duties hereunder and, in addition, hereby represents and warrants
that any information which the Employee may provide to any person or company
hereunder will, to the best of the Employee's knowledge, information and belief,
be accurate and complete in all material respects and not misleading, and will
not omit to state any fact or information which would be material to such person
or company.
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4.5 Opinions, reports and advice of the Employee. The Employee acknowledges and
agrees that all written and oral opinions, reports, advice and materials
provided by the Employee to the Company in connection with the Employee's
engagement hereunder are intended solely for the Company's benefit and for the
Company's uses only, and that any such written and oral opinions, reports,
advice and information are the exclusive property of the Company.
4.6 Employee's business conduct. The Employee warrants that the Employee shall
conduct the business and other activities in a manner which is lawful and
reputable and which brings good repute to the Company, the Business interests
and the Employee. In particular, and in this regard, the Employee specifically
warrants to provide the General Services in a sound and professional manner such
that the same meets superior standards of performance quality within the
standards of the industry or as set by the specifications of the Company.
Article 5
INDEMNIFICATION AND LEGAL PROCEEDINGS
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5.1 Indemnification. The Parties hereto hereby each agree to indemnify and save
harmless the other Party hereto and including, where applicable, their
respective subsidiaries and affiliates and each of their respective directors,
officers, Employees and agents (each such party being an "Indemnified Party")
harmless from and against any and all losses, claims, actions, suits,
proceedings, damages, liabilities or expenses of whatever nature or kind and
including, without limitation, any investigation expenses incurred by any
Indemnified Party, to which an Indemnified Party may become subject by reason of
the terms and conditions of this Agreement.
Article 6
GENERAL PROVISIONS
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6.1 Entire agreement. This Agreement constitutes the entire agreement to date
between the Parties hereto and supersedes every previous agreement, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise, between the Parties with respect to the
subject matter of this Agreement.
6.2 No assignment. This Agreement may not be assigned by any Party hereto except
with the prior written consent of the other Parties.
6.3 Notice. Each notice, demand or other communication required or permitted to
be given under this Agreement shall be in writing and shall be sent by prepaid
registered mail deposited in a recognized post office and addressed to the Party
entitled to receive the same, or delivered to such Party, at the address for
such Party specified on the front page of this Agreement. The date of receipt of
such notice, demand or other communication shall be the date of delivery thereof
if delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the third business day after the same shall have been so
mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee. Any
Party may at any time and from time to time notify the other Parties in writing
of a change of address and the new address to which notice shall be given to it
thereafter until further change.
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6.4 Time of the essence. Time will be of the essence of this Agreement.
6.5 Enurement. This Agreement will enure to the benefit of and will be binding
upon the Parties hereto and their respective heirs, executors, administrators
and assigns.
6.6 Currency. Unless otherwise stipulated, all payments required to be made
pursuant to the provisions of this Agreement and all money amount references
contained herein are in lawful currency of the United States.
6.7 Further assurances. The Parties will from time to time after the execution
of this Agreement make, do, execute or cause or permit to be made, done or
executed, all such further and other acts, deeds, things, devices and assurances
in law whatsoever as may be required to carry out the true intention and to give
full force and effect to this Agreement.
6.8 Applicable law. The situs of this Agreement is Las Vegas, Nevada, U.S.A.,
and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws and Courts prevailing in the
State of Nevada, U.S.A..
6.9 Severability and construction. Each Article, section, paragraph, term and
provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to which any Party
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and effect as of the date upon which the ruling becomes
final).
6.10 Captions. The captions, section numbers and Article numbers appearing in
this Agreement are inserted for convenience of reference only and shall in no
way define, limit, construe or describe the scope or intent of this Agreement
nor in any way affect this Agreement.
6.11 Counterparts. This Agreement may be signed by the Parties hereto in as many
counterparts as may be necessary, and via facsimile if necessary, each of which
so signed being deemed to be an original and such counterparts together
constituting one and the same instrument and, notwithstanding the date of
execution, being deemed to bear the Effective Date as set forth on the front
page of this Agreement.
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IN WITNESS WHEREOF the Parties hereto have hereunto set their respective
hands and seals as at the Effective Date as hereinabove determined.
The COMMON SEAL of )
URANIUM ENERGY CORP., )
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the Company herein, was hereunto affixed )
in the presence of: ) (C/S)
)
)
____________________________________________)
Authorized Signatory )
SIGNED, SEALED and DELIVERED by )
XXXXX XXXXXXX, )
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the Employee herein, in the presence of: )
)
)
____________________________________________)
Witness Signature )
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) XXXXX XXXXXXX
____________________________________________)
Witness Address )
)
____________________________________________)
Witness Name and Occupation )
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