ENERGY FUELS INC
For the period ended Mar 31, 2026. Filed May 6, 2026.
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Mar 31, 2026 · Filed May 6, 2026
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ITEM 5. OTHER INFORMATION
On May 5, 2026, the Company, together with its wholly owned subsidiary Energy Fuels Resources (USA) Inc., entered into a new Employment Agreement with Ross R. Bhappu, newly appointed President and Chief Executive Officer and executive Director of the Company, having an effective date of April 16, 2026 (the “Bhappu Agreement”). The Bhappu Agreement is the same, in most respects, to his original employment agreement dated July 30, 2025, having an effective date of August 4, 2025 (the “Original Agreement”), pursuant to which he was acting as President of the Company, except as follows:
Mr. Bhappu’s annual base salary was updated from the Original Agreement’s $550,000 to $600,000, subject to review and increase at the discretion of the Company (the “Revised Bhappu Base Salary”);
Any notice given by the Company or Mr. Bhappu not to renew the Bhappu Agreement after its initial two-year term shall be provided in writing at least one hundred eighty (180) days, rather than ninety (90) days as contemplated by the Original Agreement, prior to the end of the employment period then in effect. As a result, the Bhappu Agreement will be automatically renewed for twelve (12) additional months, and if neither Company nor Mr. Bhappu provides written notice of intent not to renew the Bhappu Agreement prior to one hundred eighty (180) days before the end of such additional 12-month period, the Bhappu Agreement will continue to be automatically renewed for successive additional 12-month periods until such time as either the Company or Mr. Bhappu provides written notice of intent not to renew prior to one hundred eighty (180) days before the end of any such renewal period; and
The Company may terminate the Bhappu Agreement for just cause, without just cause or in the event of a disability. Mr. Bhappu may terminate his employment for “good reason” upon occurrence of the events specified in the Bhappu Agreement. In the event Mr. Bhappu’s employment is terminated by the Company without Just Cause or upon a Disability, or Mr. Bhappu elects to resign for Good Reason (as each are defined in the Bhappu Agreement), or upon his death, he or his estate will be entitled to severance pay equal to 2.0 times (rather than 1.0 times per the Original Agreement) the sum of the Revised Bhappu Base Salary and the “Bhappu Target Cash Bonus” (being 85% of the Revised Bhappu Base Salary for the year in which the cash bonus is paid, subject to the Company’s Short Term Incentive Plan) for the full year in which the date of termination occurs (the “Regular Severance Factor”), plus all accrued obligations, including any outstanding Revised Bhappu Base Salary, accrued and unused vacation pay and any other cash benefits accrued up to and including the date of termination (“Accrued Obligations”), less required withholdings. The estimated amount payable to Mr. Bhappu in the case of termination without Just Cause or upon Disability, or for Good Reason or death, based upon the Revised Bhappu Base Salary, would be a cash payment in the amount of $2,220,000.
However, in the case of termination following a Change of Control (as defined in the Bhappu Agreement), Mr. Bhappu or his estate will be entitled to severance pay equal to 2.99 times the sum of the Revised Bhappu Base Salary and the Bhappu Target Cash Bonus for the full year in which the date of termination occurs (the “Change of Control Severance Factor”), plus all Accrued Obligations, less required withholdings (as the case may be, subject to either the Regular Severance Factor or Change of Control Severance Factor, the “Bhappu Severance Amount”). The estimated amount payable to Mr. Bhappu in the case of termination following a Change of Control, subject to the Change of Control Severance Factor and based upon the Revised Bhappu Base Salary, would be a cash payment in the amount of $3,318,900.
In addition to his Bhappu Target Cash Bonus opportunity during each calendar year, Mr. Bhappu has an equity award opportunity during each calendar year with a target value equal to 120% of his Revised Bhappu Base Salary, subject to the Company’s Long Term Incentive Plan.
If Mr. Bhappu’s employment is terminated without just cause or for a disability, or Mr. Bhappu elects to resign for good reason, or Mr. Bhappu dies, in any case whether before or after a change of control or in the absence of any change of control, then, in addition to the payment of the Bhappu Severance Amount and all Accrued Obligations, Mr. Bhappu or his estate will (A) have up to the earlier of (i) 90 days from the date of termination for all cases other than death and twelve (12) months from the date of termination in the case of death, or (ii) the expiry date when the particular stock option expires, to exercise the stock options previously granted to Mr. Bhappu that have vested but have not yet been exercised; (B) be paid (or issued shares issuable thereunder) any RSUs that have vested and are unpaid as of the date of termination; and (C) receive any other rights available to him or his estate in respect of any SARs or other awards granted to Mr. Bhappu up to his date of termination. Any stock options and RSUs that are not vested on or before his date of termination will be immediately cancelled and forfeited to the Company.
Mr. Bhappu is also subject to a Confidentiality and Non-Solicitation Agreement.
The forgoing summary does not purport to be complete and is qualified in its entirety by reference to the Bhappu Agreement, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.
During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted orterminated a “Rule 10b5–1 Trading Arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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