RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Entrance into Material Compensatory Contract or Arrangement.

On November2, 2017, Rare Element Resources Ltd. (the “Registrant”) entered into a Seventh Amendment to Severance Compensation Agreement with Randall J. Scott, the Registrant’s President and Chief Executive Officer (the “Seventh Amendment”), which amends Mr.Scott’s existing Severance Compensation Agreement, dated as of April23, 2013, as amended on January11, 2016, March18, 2016, July8, 2016, December30, 2016, June7, 2017, and August29, 2017 (as amended, the “Severance Compensation Agreement”).

to the Seventh Amendment, Mr.Scott’s monthly base salary as of November1, 2017 was increased from $14,000 to $17,500, and any potential severance compensation to be received by Mr.Scott under the Severance Compensation Agreement as a result of a “qualifying termination” (as defined below) prior to or on or after a “change in control” (as defined in the Severance Compensation Agreement) was changed from (a) one times the sum of (i)Mr.Scott’s base salary, defined as the highest annual base salary in effect during the two year period immediately preceding the date of termination, plus (ii)the average of Mr.Scott’s annual bonus amount for the two fiscal years prior to a qualifying terminationor if on or after a change in control, an amount equal to 20% of Mr.Scott’s base salary for such fiscal year if greater than the average of the prior two years, to (b) one times Mr.Scott’s base salary, defined as the highest annual base salary as of the prior two-year period immediately preceding the date of termination.

Previously, the Severance Compensation Agreement provided that any severance compensation payable to Mr.Scott as a result of a qualifying termination prior to a change in control would be reduced by the amount of salary paid to Mr.Scott during his employment with Rare Element Resources, Inc., a Wyoming corporation and wholly owned subsidiary of the Registrant (the “Company”), between January1, 2016 and October31, 2017. to the Seventh Amendment, this reduction to any severance compensation payable as a result of a qualifying termination prior to a change of control was eliminated. In addition, to the Seventh Amendment, Mr.Scott will no longer be eligible to be reimbursed for premiums paid for up to 12 months of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, as a result of a qualifying termination prior to or on or after a change of control. Lastly, to the Seventh Amendment, Mr.Scott was awarded a cash performance bonus in the amount of $30,000 to paid on or before November30, 2017 in recognition for his work in completing the previously announced strategic transaction between the Registrant and Synchron.

Under the Severance Compensation Agreement with Mr.Scott, a “qualifying termination” includes a separation from service from the Company that is (i)initiated by the Company for any reason other than “cause” (which includes, among other things, conviction of a felony, theft, a material act of dishonesty or fraud, intentional or reckless conduct or gross negligence materially harmful to the Company, willful failure to follow lawful instructions of the person or body to which Mr.Scott reports, or gross negligence or willful misconduct in the performance of Mr.Scott’s assigned duties), death or disability, or (ii)initiated by Mr.Scott for “good reason” due to certain reasons, including a material change in title or duties, a material reduction in compensation or a material geographic relocation, in each case which the Company has failed to cure.

The description of the Seventh Amendment is merely a summary and is qualified in its entirety by reference to the Seventh Amendment to Severance Compensation Agreement attached as Exhibit10.1 hereto, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

RARE ELEMENT RESOURCES LTD Exhibit
EX-10 2 ex101.htm AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT Exhibit 10.1 PERSONAL AND CONFIDENTIAL November 2,…
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About RARE ELEMENT RESOURCES LTD. (OTCMKTS:REEMF)

Rare Element Resources Ltd. is a mineral resource company. The Company’s Bear Lodge Property consists of two projects: Bear Lodge Rare Earth Element (REE) Project and the Sundance Gold Project. It is focused on advancing REE Project located near the town of Sundance in northeast Wyoming. It operates through the exploration of mineral properties segment. The Bear Lodge REE Project consists of the Bull Hill Mine, inclusive of the Bull Hill and Whitetail Ridge deposits and the exploration targets of East Taylor and Carbon, all of which are located near Sundance, Wyoming. The Bear Lodge REE Project comprises several REE resource areas within the Bear Lodge Property. The identified REE deposits and occurrences within the Bear Lodge alkaline complex are contained within the Company’s block of unpatented lode mining claims. The Sundance Gold Project is the second project located on its Bear Lodge Property. This property contains gold mineralization.