ENERGY FUELS INC. (TSE:EFR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2018, the Registrant and Mr. Matthew J. Tarnowski entered into an Employment Agreement (the “Tarnowski Agreement”), which has a term of two years and will automatically renew for additional one year terms unless either party provides a notice not to renew at least 90 days prior to the end of the initial two-year term or any subsequent one-year term. to the Tarnowski Agreement, Mr. Tarnowski will be paid an annual salary of US$147,744 (the “Tarnowski Base Salary”), subject to review and increase at the discretion of the Registrant. to the Tarnowski Agreement, Mr. Tarnowski will act as Chief Accounting Officer and Controller of the Registrant.
Mr. Tarnowski is also entitled to receive benefits such as health insurance, vacation and other benefits consistent with the Registrant benefit plans extended to other employees of the Registrant with similar position or level. In addition, Mr. Tarnowski is eligible for the award of annual cash incentive compensation and to receive compensation under the Registrant’s Equity Incentive Plan although any such bonuses or compensation are at the discretion of the Registrant.
The Registrant may terminate the Tarnowski Agreement for just cause, without just cause or in the event of a disability. Mr. Tarnowski may terminate his employment for “good reason” upon occurrence of any of the following: (i) a material reduction or diminution in his level of responsibility or office; (ii) a reduction in the Tarnowski Base Salary of more than 5%; or (iii) a proposed forced relocation to another geographic location greater than 50 miles from his current location at the time a move is requested after a change of control.
In the event Mr. Tarnowski’s employment is terminated by the Registrant without just cause or upon a disability or by the Registrant giving a notice not to renew the Tarnowski Agreement, or Mr. Tarnowski elects to resign for good reason, or upon his death, he or his estate will be entitled to severance pay (the “Tarnowski Severance Amount”) in an amount equal to one times (the “Tarnowski Severance Factor”) the Tarnowski Base Salary at the time of termination and an amount equal to the greater of (i) the Tarnowski Severance Factor times the highest total aggregate cash bonus paid to Mr. Tarnowski in any of the last three calendar years or the year in which the termination occurs or (ii) 15% of the Tarnowski Base Salary in effect at the time of such termination.
Further, in the event that upon a change of control, Mr. Tarnowski’s employment is terminated and/or the successor entity does not assume and agree to perform all of the Registrant’s obligations under Mr. Tarnowski’s employment agreement with the Registrant, then Mr. Tarnowski’s employment will be deemed to have been terminated without just cause and Mr. Tarnowski will be entitled to receive the same Tarnowski Severance Amount as described above for a termination without just cause under the normal course. In addition, if Mr. Tarnowski’s employment is terminated without just cause or for a disability, or Mr. Tarnowski elects to resign for good reason, within 12 months after a change in control, then, in addition to the payment of the Tarnowski Severance Amount described above, all of Mr. Tarnowski’s unvested stock options and restricted stock units will automatically vest.
Mr. Tarnowski is subject to non-solicitation provisions during the term of his employment agreement and for a period of 12-months after termination, under which Mr. Tarnowski may not solicit any business from any customer, client or business relation of the Registrant, or hire or offer to hire or entice any officer, employee consultant or business relation away from the Registrant.
This description of the material terms of the Tarnowski Agreement does not purport to be complete and is qualified in its entirety by reference to the Tarnowski Agreement which will be filed as an exhibit to the Registrant’s Form 10-K for the year ended December 31, 2017.
Mr. Tarnowski, aged 35, was previously the Registrant’s Controller, a position he held since June 2015. From June 2011 to June 2015 Mr. Tarnowski was Accounting Manager for the Registrant. Prior to joining the Registrant in June 2011, Mr. Tarnowski worked in the accounting department of DISH Network Corporation, in Englewood Colorado, and worked in internal audit for Lithia Motors, Inc., headquartered in Medford Oregon. Mr. Tarnowski holds a Bachelor’s of Science, Business Administration, in Finance from Colorado State University, Fort Collins.
There are no family relationships among Mr. Tarnowski and the members of the Board or the other members of senior management of the Registrant.
About ENERGY FUELS INC. (TSE:EFR)
Energy Fuels Inc. (Energy Fuels) is engaged in conventional and in situ (ISR) uranium extraction and recovery, along with the exploration, permitting and evaluation of uranium properties in the United States. The Company operates through two segments: ISR Uranium and Conventional Uranium. It conducts its ISR activities through its Nichols Ranch Project, located in northeast Wyoming. It conducts its conventional uranium extraction and recovery activities through its White Mesa Mill. It owns the Nichols Ranch Uranium Recovery Facility in Wyoming (the Nichols Ranch Project), which is a uranium recovery facility operating in the United States. In addition, the Company owns the White Mesa Mill in Utah, which is a conventional uranium recovery facility operating in the United States. It also owns uranium and uranium/vanadium properties and projects in various stages of exploration, permitting, and evaluation, as well as fully-permitted uranium and uranium/vanadium projects on standby.