Amendment to Employment Agreement with John W. Cash

EXHIBIT 10.1

AMENDMENT 2023-01 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2023-01 TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into between John W. Cash (“Mr. Cash”) and Ur-Energy USA Inc. (“Corporation”) this 7th day of April, 2023.

WHEREAS, Mr. Cash and the Corporation entered into that certain Employment Agreement effective May 17, 2011, as subsequently amended from time to time (“Agreement”) whereby Mr. Cash agreed to be employed by and the Corporation agreed to employ Mr. Cash as a Vice President (and as Vice President of Ur-Energy Inc.) in accordance with the Agreement;

WHEREAS, the Corporation wishes to further amend and restate certain sections of the Agreement, to which Mr. Cash agrees, following his appointment as Chief Executive Officer and President and certain other changes in his salary and compensation, to reflect such changes in this further amendment to the Agreement;

WHEREAS Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;

NOW, THEREFOR, for mutual consideration as set forth, the parties agree as follows:

1. The parties agree that the provisions of Section 1.01 (1) of the Agreement are amended and restated in their entirety and shall read as follows:

Ur-Energy, through the Corporation, hereby agrees to employ Mr. Cash to perform the duties and functions of Chief Executive Officer and President of Ur-Energy, or the substantial equivalent thereof, and as an officer of its Affiliates, from time to time. In each and all of these capacities, Mr. Cash shall work at the direction of and reporting to the Board of Directors of Ur-Energy and each of those subsidiary entities.

2. The parties agree that the provisions of Section 1.03 of the Agreement are amended and restated in their entirety and shall read as follows:

In consideration of the performance of his services and duties as Chief Executive Officer and President, Mr. Cash will be paid a salary of US$428,828 annually as of the date hereof, less any deductions or withholdings required by law. The parties will review Mr. Cash’s salary on an annual basis as a part of the annual review of executive compensation and make any adjustments agreed by the parties.

3. The parties agree that the provisions of Article 3 (Section 3.01) of the Agreement are amended and restated in their entirety and shall read as follows:

(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Cash’s service as Chief Executive Officer and President of Ur-Energy and as an officer of any Ur-Energy’s Affiliates, unless the parties shall agree otherwise at the time of termination by further written agreement.

(2) Mr. Cash may terminate this Agreement without cause by giving Ur-Energy 90 days’ prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.

(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:

(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Cash’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Cash with a lump sum payment equivalent to thirty (30) months base salary in effect on such termination to be paid on the sixtieth (60^th) day after Mr. Cash’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Cash has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.

(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Cash may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Cash with a lump sum payment equivalent to thirty (30) months base salary in effect on such termination to be paid on the sixtieth (60^th) day after Mr. Cash’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Cash has signed and not revoked a release in the form determined by, and in favor of, Ur‑Energy and its Affiliates or their successors.

“Change of Control” shall have occurred on the happening of any of the following events:

(6) Upon the termination of Mr. Cash’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to thirty (30) months of Mr. Cash’s then current base salary. If Mr. Cash is terminated in accordance with Section 3.01(4) or if Mr. Cash terminates employment in accordance with Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Cash pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Cash will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Cash.

(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Cash in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.

4. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.

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IN WITNESS WHEREOF the parties have duly executed this Amendment 2023-01 to Employment Agreement as indicated below.

The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur-Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.