Form 8-K RARE ELEMENT RESOURCES For: Jan 18

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 18, 2016

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-34852	Not Applicable
(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)

Registrant’s 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))

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Item 5.02

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

On January 18, 2016, Rare Element Resources, Inc., a wholly owned subsidiary of Rare Element Resources Ltd. (the “Company”), entered into an Amendment to Employment Agreement (the “Amendment”) with Jaye T. Pickarts, the Company’s Chief Operating Officer.  The Amendment amends Mr. Pickarts’s existing employment agreement with Rare Element Resources, Inc. dated March 1, 2011 (the “Employment Agreement”).  The Company believes that the Amendment is fair and appropriate (i) to conserve the Company’s cash holdings as it seeks to raise additional capital and find strategic partners and (ii) to ensure Mr. Pickarts’s continued employment, attention and dedication.

Pursuant to the Amendment, any potential severance compensation payable to Mr. Pickarts under the Employment Agreement as a result of a termination by the Company for reasons other than cause prior to a “change in control” (as defined in the Employment Agreement) will be reduced by the amount of salary paid to Mr. Pickarts 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 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 the Employment Agreement remain unaltered by the Amendment.

The description of the Amendment above is merely a summary and is qualified in its entirety by reference to the Amendment to Employment Agreement attached as Exhibit 10.1 hereto, which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Amendment to Employment Agreement with Jaye T. Pickarts, effective as of January 18, 2016

1

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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 21, 2016

RARE ELEMENT RESOURCES LTD.

/s/ Paul H. Zink

By:

                                                                         

Name:

Paul H. Zink

Title:

Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment to Employment Agreement with Jaye T. Pickarts, effective as of January 18, 2016

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

VIA HAND DELIVERY

January 11, 2016

Jaye Pickarts

____________________

____________________

RE:

Amendment to Employment Agreement between Rare Element Resources, Inc., and Jaye T. Pickarts dated March 1, 2011 (the “Employment Agreement”)

Jaye,

This letter agreement confirms a change to your Employment 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 Company’s Chief Operating Officer 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 Employment 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 in 2016, your benefit under section 9.2 of the Employment 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 9.2 only, and does not reduce any potential benefit should there be a qualifying termination under section 9.5 regarding a 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 9.2 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

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If, for any reason, you should choose to voluntarily leave the Company’s 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 Employment Agreement. All other terms in your Employment Agreement remain unaltered by this letter agreement.

Jaye, 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,

/s/ Randall J. Scott                             

Randall J. Scott

President and Chief Executive Officer

Accepted and Agreed on this18^th day of January, 2016.

/s/ Jaye T. Pickarts                             

Jaye T. Pickarts

225 Union Blvd, Suite 250

Page 2

P:  720-278-2460

Lakewood, CO  80228

F:  720-278-2490

 = 10,  = "1"  1) 0 = 1  

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