WESTWATER RESOURCES, INC.
For the period ended May 27, 2025. Filed Apr 1, 2025.
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May 27, 2025 · Filed Apr 1, 2025
Contents
APPENDIX A
SEVENTH AMENDMENT TO
WESTWATER RESOURCES, INC.
2013 OMNIBUS INCENTIVE PLAN
In accordance with those certain resolutions adopted by the Board of Directors of Westwater Resources, Inc., a Delaware corporation (the “Corporation”), and the Board of Directors’ Compensation Committee and the approval by the stockholders of the Corporation at the Corporation’s 2025 Annual Meeting of Stockholders held on May 27, 2025, the 2013 Omnibus Incentive Plan, as amended (the “Plan”) of the Corporation is hereby further amended as follows:
- Section 4.1 of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan by 20,000,000 shares, as follows:
“4.1 Number of Shares of Stock Available for Awards.
Subject to such additional shares of Stock as shall be available for Awards under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 17.1, the maximum number of shares of Stock available for Awards under the Plan shall be equal to the sum of (x) 26,437,666 shares of Stock plus (y) the number of shares of Stock available for awards under the Prior Plans as of the Effective Date plus (z) the number of shares of Stock related to awards outstanding under the Prior Plans as of the Effective Date which thereafter terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares. Such shares of Stock may be authorized and unissued shares of Stock or treasury shares of Stock or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the shares of Stock available for Awards under the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock available for Awards under the Plan shall be available for Awards pursuant to Incentive Stock Options.”
- Section 6.2 of the Plan is hereby amended and restated in its entirety to change the limit on shares of stock that may be granted in a calendar year to any eligible person, as follows:
“6.2 Limitation on Shares of Stock Subject to Awards and Cash Awards.
During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act:
| (a) | the maximum number of shares of Stock subject to Options or SARs that may be granted under the Plan in a calendar year to any person eligible for an Award under Section 6 is subject to a formulaic standard based upon a maximum multiple of base cash compensation (base salary only for employees and officers, and cash retainer only for Board and Committee service for Directors) paid to an eligible person at the time of an Award but no more than a value of 10 times that base compensation and in all cases with the actual number of shares subject to the judgment of the Committee making the Award in light of the best interest of the Company and its shareholders; |
| (b) | the maximum number of shares of Stock that may be granted under the Plan, other than pursuant to Options or SARs, in a calendar year to any person eligible for an Award under Section 6 is subject to a formulaic standard based upon a maximum multiple of base cash compensation (base salary only for officers and cash retainer only for Board and Committee service only for Directors) paid to an eligible person at the time of an Award but no more than a value of 10 times that base compensation and in all cases with the actual number of shares subject to the judgment of the Committee making the Award in light of the best interest of the Company and its shareholders; and |
| (c) | the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of twelve (12) months or less to any person eligible for an Award shall be four hundred thousand dollars ($400,000) and the maximum amount that may be paid as a cash-settled Performance-Based Award for a Performance Period of greater than twelve (12) months to any person eligible for an Award shall also be four hundred thousand dollars ($400,000). |
The preceding limitations in this Section 6.2 are subject to adjustment as provided in Section 17.”
- Section 18.3 of the Plan is hereby amended and restated in its entirety to allow a grantee under the Plan to elect to satisfy their federal, state, or local tax withholding requirements to the specific percentage of such withholding equal to or more than the statutory minimum.
“18.3 Withholding Taxes.
The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of shares of Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Company or such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (b) by delivering to the Company or such Affiliate shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. A Grantee may have withheld from any Award a number of shares of Stock to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, having a Fair Market Value equal to or greater than the minimum statutory amount, but up to the statutory maximum, required by the Company or the applicable Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions, or payment of shares of Stock. Notwithstanding Section 2.21 or this Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to this Section 18.3, for any shares of Stock subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.”
- Sections 4.3(c) and 4.3(d) of the Plan are hereby amended and restated in their entirety to allow for shares of Stock deducted from or delivered by a Grantee to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan – Sections 4.3(a) and 4.3(b) are unchanged.
“4.3 Share Usage.
| (c) | Notwithstanding anything to the contrary in Section 4.1, any shares of Stock related to Awards under the Plan or Prior Plans which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, or which are deducted from or delivered by Grantee for payment of an Award in connection with the Company’s tax withholding obligations as provided in Section 18.3, shall be available again for issuance under the Plan. |
| (d) | The number of shares of Stock available for issuance under the Plan shall not be increased by the number of shares of Stock (i) tendered or withheld or subject to an Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option as provided in Section 12.2, or (ii) purchased by the Company with proceeds from Option exercises.” |
Unless otherwise expressly provided for in this Seventh Amendment to the Plan (the “Seventh Amendment”), all capitalized words, phrases, or defined terms used in this Seventh Amendment will have the same meaning ascribed to them in the Plan.
Except as expressly set forth in this Seventh Amendment, there have been no other changes or modifications to the Plan, and the Plan remains otherwise unchanged and in full force and effect.
This Seventh Amendment shall be effective as of May 27, 2025.
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