Form 8-K RARE ELEMENT RESOURCES For: Jan 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2016
RARE ELEMENT RESOURCES LTD.
(Exact name of registrant as specified in its charter)
British Columbia, Canada | 001-34852 |
|
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
225 Union Boulevard, Suite 250 Lakewood, Colorado | 80228 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: | (720) 278-2460 |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2016, Rare Element Resources Ltd. (the Company) entered into an Amendment to Severance Compensation Agreement (each, an Amendment) with each of Randall J. Scott, the Companys President and Chief Executive Officer, Paul H. Zink, the Companys Senior Vice President and Chief Financial Officer, and George Byers, the Companys Vice President of Government and Community Relations (each, an Officer). Each Amendment amends the Officers existing Severance Compensation Agreement with the Company. The Company believes that the Amendments are fair and appropriate (i) to conserve the Companys cash holdings as it seeks to raise additional capital and find strategic partners and (ii) to ensure the Officers continued employment, attention and dedication.
Pursuant to each Amendment, any potential severance compensation payable to an Officer under the Severance Compensation Agreement as a result of a qualifying termination (as defined below) prior to a change in control (as defined in the Severance Compensation Agreement with each Officer) will be reduced by the amount of salary paid to such Officer during his employment with the Company in the first three months of 2016. This potential decrease in severance compensation would not reduce any severance compensation payable as a result of a qualifying termination on or after a change in control, or if, in the discretion of the Board of Directors, the Company achieves key objectives in the first quarter of 2016. All other terms of Severance Compensation Agreements remain unaltered by the Amendments.
Under the Severance Compensation Agreement with each Officer, 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 to which the Officer reports, or gross negligence or willful misconduct in the performance of the Officers assigned duties), death or disability, or (ii) initiated by the Officer 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 Amendments above is merely a summary and is qualified in its entirety by reference to the Form of Amendment to Severance Compensation Agreement attached as Exhibit 10.1 hereto, which is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit |
| Description |
10.1 |
|
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 13, 2016
RARE ELEMENT RESOURCES LTD.
/s/ Paul H. Zink
By:
Name:
Paul H. Zink
Title:
Senior Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit |
| Description |
10.1 |
|
Exhibit 10.1
PERSONAL AND CONFIDENTIAL
VIA HAND DELIVERY
January 11, 2016
____________________
____________________
____________________
RE:
Amendment to Severance Compensation Agreement between Rare Element Resources, Inc., and _______________ dated __________ (the Severance Compensation Agreement)
__________,
This letter agreement confirms a change to your Severance Compensation Agreement referenced above as of January 11, 2016. As you are aware, the Board of Directors (the Board) has instructed the Company to achieve certain objectives, including seeking strategic partners and raising additional capital, in early 2016 and your commitment and involvement in those objectives is deemed key to our success. Given other cost conservation measures, including reduction in personnel, we anticipate your involvement as the Companys ____________________ to continue to be full time, through at least March 31, 2016, however, cost reduction is critical to our success.
You have agreed to amend your Severance Compensation Agreement to reduce any potential future benefit payable under the agreement by the amount of your salary paid from January 1 through March 31 in 2016. This would mean that should you have a qualifying termination (as defined in the Severance Compensation Agreement) in 2016, your benefit under section 3.1 of the Severance Compensation Agreement would be reduced by 1/12 per month for each of the first three months you remain employed into 2016. The above reduction in benefit would be under section 3.1 only, and does not reduce any potential benefit should there be a qualifying termination under section 3.2 regarding a qualifying termination on or after a change in control. If market conditions improve and the Company is able to advance the Bear Lodge project in a material way after the first quarter of 2016 as determined by the Board, the severance benefit under section 3.1 will not be reduced by the salary you were paid in 2016.
It is currently expected your on-going employment at your current full salary would be evaluated further by the end of March 2016.
225 Union Blvd, Suite 250
Page 1
P: 720-278-2460
Lakewood, CO 80228
F: 720-278-2490
If, for any reason, you should choose to voluntarily leave the Companys employment, or leave for a reason other than a qualifying termination at any time, you would not be eligible for any severance as defined by the Severance Compensation Agreement. All other terms in your Agreement remain unaltered by this letter agreement.
__________, we are pleased that you have confirmed your on-going commitment to the key objectives of the Company at this important time. Your employment at-will with the Company is in no way altered by this letter agreement, however, it is our intention to accept your personal commitment to be a part of our go-forward team in early 2016 for the benefit of our shareholders. Please sign below your acceptance of this amendment. Together, we look forward to achieving our key objectives in 2016.
Kind Regards,
_________________________
_______________
Accepted and Agreed on this _____ day of January, 2016.
_________________________
225 Union Blvd, Suite 250
Page 2
P: 720-278-2460
Lakewood, CO 80228
F: 720-278-2490
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- ROSEN, A LEADING AND TOP RANKED LAW FIRM, Encourages Morgan Stanley Investors to Inquire About Securities Class Action Investigation – MS
- AirBoss Announces Details for AGSM and Q1 2024 Results Timing
- ROSEN, A HIGHLY RECOGNIZED LAW FIRM, Encourages Globe Life Inc. Investors to Inquire About Securities Class Action Investigation – GL
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!