Form 8-K

8-K — enCore Energy Corp.

Accession: 0001193125-26-162680

Filed: 2026-04-20

Period: 2026-04-19

CIK: 0001500881

SIC: 1090 (MISCELLANEOUS METAL ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d124166d8k.htm (Primary)

EX-10.1 (d124166dex101.htm)

EX-10.2 (d124166dex102.htm)

EX-10.3 (d124166dex103.htm)

EX-10.4 (d124166dex104.htm)

EX-10.5 (d124166dex105.htm)

EX-99.1 (d124166dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d124166d8k.htm · Sequence: 1

8-K

00-0000000 false 0001500881 0001500881 2026-04-19 2026-04-19

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): April 19, 2026

enCore Energy Corp.

(Exact name of registrant as specified in its charter)

British Columbia

001-41489

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Galleria Tower

13355 Noel Rd, Suite 1700

Dallas, TX

75240

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (361) 239-2025

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading

Symbol(s)

Name of each exchange

on which registered:

Common Shares, no par value

The Nasdaq Stock Market LLC

TSX Venture Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

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

Appointment of Chief Executive Officer

On April 19, 2026, Richard Little was appointed as Chief Executive Officer and a director of enCore Energy Corp. (the “Company”), effective April 20, 2026. Mr. Little, age 53, served as Interim Chief Executive Officer and Interim Chief Financial Officer of Permex Petroleum Corporation, from January 2026 and as Chief Executive Officer of Fury Resources, Inc., a privately held independent energy company, from December 2023 through April 20, 2026. Before Fury Resources, Mr. Little was the Chief Executive Officer of Battalion Oil Company (NYSE: BATL) (formerly Halcon Resources Corporation) from June 2019 to April 2023. Prior to Battalion Oil and Halcon Resources, Mr. Little served as Chief Executive Officer of Ajax Resources LLC from January 2018 to October 2018. Prior to Ajax Resources, Mr. Little was Vice-President, Southern US Division of EP Energy Company. Mr. Little holds a Petroleum Engineering degree from Texas A&M University, is a licensed engineer (inactive), and is engaged with industry organizations such as SPE, API, and IPAA.

Mr. Little was not appointed pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Little and any director or executive officer of the Company and Mr. Little has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Little’s appointment, the Company and Mr. Little entered into an employment agreement (the “Little Employment Agreement”), effective April 20, 2026, which, among other things, provides for (i) an annual base salary (the “Little Base Salary”) of $600,000, (ii) participation in the executive health benefit plan of the Company and standard employee benefits, (iii) eligibility to receive an annual target bonus of 100% of his base salary (the “Little Annual Target Bonus”), and (iv) eligibility to participate in the Company’s 2024 Long-Term Incentive Plan (the “2024 Plan”) with a target annual award opportunity of 200% of his base salary comprised of 40% restricted stock units (“RSUs”) and 60% performance stock units (“PSUs”). The Little Employment Agreement has an initial one-year term and automatically renews for additional one-year terms until terminated in accordance with its terms.

The Little Employment Agreement also provides for certain severance benefits if Mr. Little’s employment were terminated by the Company without Cause (as defined in the Little Employment Agreement) or by non-renewal of the Little Employment Agreement, including an amount equal to the Little Base Salary, an amount equal to the Little Annual Target Bonus, and an amount equal to 18 months of his COBRA premium. If Mr. Little’s employment were terminated by the Company due to a Change of Control (as defined in the Little Employment Agreement), the Little Employment Agreement provides for severance benefits including an amount equal to two times the Little Base Salary, an amount equal to two times the Little Annual Target Bonus, and an amount equal to 18 months of his COBRA premium. In exchange for the severance benefits, Mr. Little must sign a release of claims in favor of the Company. Mr. Little’s employment agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.

In addition, the Board of Directors of the Company (the “Board”) granted Mr. Little a sign-on bonus consisting of (a) a cash advance payment equal to 25% of the Little Annual Bonus for the fiscal year ending December 31, 2026 and (b) a one-time inducement equity grant (the “Little Inducement Grant”) with a grant date of April 20, 2026, consisting of (i) 100,000 RSUs under the 2024 Plan to vest ratably over a period of three years, (ii) 300,000 PSUs under the 2024 Plan to vest based on the achievement of applicable performance goals at the conclusion of the three-year period ending December 31, 2028 (the “Performance Period”) and (iii) 300,000 stock options under the 2024 Plan to vest ratably over a period of three years, all of which are subject to the terms and conditions of the 2024 Plan and the applicable award agreements, including Mr. Little’s continued employment.

Appointment of Executive Chair

In addition, on April 20, 2026, William Sheriff, the Company’s founder and former Executive Chair, was reappointed as Executive Chairman of the Board. In connection with Mr. Sheriff’s appointment, the size of the

Board will increase from six members to eight. Mr. Sheriff, age 67, currently serves as an employee of the Company responsible for investment management since his departure as the Company’s Executive Chairman in March 2026. He formerly served as the Company’s Executive Chairman from January 2019 to March 2026 and Chairman from January 2009 to January 2019. Mr. Sheriff also currently serves as the Executive Chairman of Verdera Energy Corp., a position he has held since March 2026, Chairman of Nuclear Fuels Inc. (CSE: NF), a position he has held since July 2023, Executive Chairman of Urano Energy Corp. (CSE: UE) (formerly known as C2C Metals Corp.), a position he has held since June 2022, a director and co-founder of Group 11 Technologies Inc., a position he has held since August 2020, and as a director of Scorpio Gold Corporation, a position he has held since May 2024. Mr. Sheriff also previously served as a director of Epic Gold Corp. (formerly Exploits Discovery Corp.) from October 2020 to November 2022, Sabre Gold Mines Corp. (TSX: SGLD) from September 2021 to January 2023, and Golden Predator Mining Corp. (TSXV: GPY) from February 2014 to September 2021. Mr. Sheriff holds a Geology degree and a masters in Mining Geology from the University of Texas-El Paso.

Mr. Sheriff was not appointed pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Sheriff and any director or executive officer of the Company and Mr. Sheriff has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Sheriff’s appointment, the Company and Mr. Sheriff entered into an employment agreement (the “Sheriff Employment Agreement”), which, among other things, includes (i) an annual base salary (the “Sheriff Base Salary”) of $375,000, (ii) participation in the executive health benefit plan of the Company and standard employee benefits, (iii) an annual incentive bonus (the “Incentive Bonus”) equal to up to 10% of the realized profits that the Company receives in cash each taxable year of Mr. Sheriff’s employment from the marketable securities and other investment assets held by the Company (the “Investment Assets”), with the initial Incentive Bonus calculated from the date of the Sheriff Employment Agreement through December 31, 2026, subject to a “high water mark” equal to the initial value of the Investment Assets plus the realized profits minus Incentive Bonuses paid (the “Incentive Bonus High Water Mark”), and (iv) eligibility to participate in the annual long-term incentive plan with a target annual award opportunity of 100% of his base salary comprised of 50% PSUs and 50% stock options. The Sheriff Employment Agreement has an initial one-year term, automatically renews for additional one-year terms until terminated in accordance with its terms, and supersedes and cancels all existing compensation arrangements between Mr. Sheriff and the Company.

The Sheriff Employment Agreement also provides for certain severance benefits if his employment were terminated by the Company without Cause (as defined in the Sheriff Employment Agreement), by non-renewal of the Sheriff Employment Agreement, or due to a Change of Control (as defined in the Sheriff Employment Agreement), including an amount equal to two and a half times the Sheriff Base Salary, an amount equal to 10% of the realized profits that the Company has received in cash from Investment Assets from January 1st of the year of termination through the date of Mr. Sheriff’s termination (subject to the Incentive Bonus High Water Mark), and an amount equal to 18 months of his COBRA premium. In exchange for the severance benefits, Mr. Sheriff must sign a release of claims in favor of the Company. The Sheriff Employment Agreement also includes standard confidentiality, non-competition, non-solicitation and non-disparagement covenants.

Departure of Former Chief Executive Officer and Director

In connection with the foregoing, the Company terminated Robert Willette from his position as the Company’s Chief Executive Officer, effective as of April 20, 2026 (the “Separation Date”). The departure of Mr. Willette is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls.

In connection with Mr. Willette’s departure, it is expected that he will enter into a separation agreement. Material terms of Mr. Willette’s separation agreement have not been finalized as of the date of this Current Report on Form 8-K.

Form of Awards Agreements

In connection with Mr. Little’s appointment, on April 19, 2026, the Board also approved a form of stock option award agreement (the “2026 Form of Stock Option Award Agreement”), a form of RSU award agreement (the “2026 Form of RSU Award Agreement”) and a form of PSU award agreement (the “2026 Form of PSU Award Agreement”) pursuant to which the stock option, RSU and PSU portions of the Little Inducement Grant were granted under the 2024 Plan.

The terms of the 2026 Form of Stock Option Award Agreement are generally in accordance with the form of employee incentive stock option award agreement, which is filed as Exhibit 10.18 to the Company’s Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), except that in the event that Mr. Little is terminated by the Company without Cause within two years following a Change in Control or in the event his service terminates due to his death, all unvested stock options will accelerate and vest on the date of Mr. Little’s termination from the Company.

Similarly, the terms of the 2026 Form of RSU Award Agreement are generally in accordance with the form of executive restricted stock unit award agreement filed as Exhibit 10.20 to the Annual Report, except that (i) in the event Mr. Little is terminated by the Company without Cause and not within two years following a Change in Control, a pro rata portion of the unvested RSUs will accelerate and vest on the next vesting date and (ii) in the event that Mr. Little is terminated by the Company without Cause within two years following a Change in Control or in the event his service with the Company terminates due to his death, all unvested RSUs will accelerate and vest on date of Mr. Little’s termination from the Company.

The 2026 Form of PSU Award Agreement provides for performance-based vesting based on achievement of relative total shareholder return Company performance goals for the performance period that began on January 1, 2026 and ends on December 31, 2028. Pursuant to the PSU Award Agreement, 50% of the PSUs will vest if the threshold performance level is achieved, 100% of the PSUs will vest if the target performance level is achieved, 150% of the PSUs will vest if the target plus performance level is achieved and 200% will vest if the maximum performance level is achieved. In the event Mr. Little is terminated by the Company without Cause and not within two years following a Change in Control, and, provided that Mr. Little is terminated one or more years after the grant date of the PSUs, a pro rata portion of the unvested PSUs will remain eligible to vest based on actual performance determined at the end of the performance period. In the event that Mr. Little is terminated by the Company without Cause within two years following a Change in Control, all unvested PSUs will accelerate and vest on date of Mr. Little’s termination from the Company, with such PSUs vesting based on the greater of (i) target performance and (ii) actual performance as of the date of Mr. Little’s departure from the Company, extrapolated through the remainder of the performance period. In the event that Mr. Little’s service with the Company terminates due to his death, all unvested PSUs will accelerate and vest at target performance levels on the date of Mr. Little’s termination from the Company.

The foregoing summaries of the Little Employment Agreement, Sheriff Employment Agreement, and Little Inducement Grant do not purport to be complete and are qualified in their entirety by reference to the Little Employment Agreement, Sheriff Employment Agreement, 2026 Form of RSU Award Agreement, 2026 Form of PSU Award Agreement, and 2026 Form of Stock Option Award Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On April 20, 2026, the Company issued a press release announcing the departure of Mr. Willette and the appointments of Mr. Little as Chief Executive Officer and Mr. Sheriff as Executive Chair. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on 8-K and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act of 1934”), is not subject to the liabilities of that section and is not deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except as otherwise expressly stated in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

10.1

Employment Agreement by and between Richard Little and enCore Energy Corp., dated April 20, 2026

10.2

Employment Agreement by and between William Sheriff and enCore Energy Corp., dated April 20, 2026

10.3

Form of Executive Restricted Stock Unit Award Agreement (after April 2026)

10.4

Form of Executive Performance Stock Unit Award Agreement (after April 2026)

10.5

Form of Executive Stock Option Award Agreement (after April 2026)

99.1*

Press Release of enCore Energy Corp., dated April 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K.

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.

ENCORE ENERGY CORP.

By:

/s/ Robert W. Hudson Jr.

Robert W. Hudson Jr.

General Counsel and Secretary

Dated: April 20, 2026

EX-10.1

Filename: d124166dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into as of April 20, 2026 (the “Effective

Date”), by and between enCore Energy Corp. (the “Company”) and Richard Little (the “Employee”).

RECITALS

WHEREAS,

the Company is involved in the acquisition, exploration, and development of uranium resource properties in the United States (the “Business”).

WHEREAS, the Employee has significant qualifications and experience in the Business.

WHEREAS, the Company desires to employ the Employee, and the Employee desires to be employed by the Company, according to the terms and

conditions of this Agreement following the Effective Date.

NOW, THEREFORE, in consideration of the mutual promises and covenants

contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following terms:

TERMS

Employment and Position. During the Term (as defined below), the Employee shall be employed by the Company as its Chief Executive Officer, and the Employee will serve in such capacity, subject to the terms and conditions of this Agreement.

The Employee shall report directly to the Company’s Board of Directors (the “Board”).

2. Duties.

(a) Duties for the Company and its Affiliates. The Employee shall have such duties, responsibilities, and authorities

for the Company as are customary of a chief executive officer of a company similar in size and revenue in the Company’s business and such additional or different duties, responsibilities, and authorities as may be reasonably assigned by the

Board in its sole discretion commensurate with such position, including without limitation duties, responsibilities, and authorities with respect to the Company and its Affiliates. For purposes of this Agreement, “Affiliate”

means, with respect to the entity or person at issue, any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity or person.

(b) Working Time and Best-Effort Requirements and Permitted Outside Activities. During the Term (as defined

below), the Employee shall devote sufficient working time as well as his best efforts, abilities, knowledge, and experience to the Company’s Business and affairs as necessary to faithfully perform his duties, responsibilities, and authorities

under this Agreement. As long as such service and investments do not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement or directly or indirectly compete with the Company, in each case as

determined by the Board in its sole discretion, the Employee may, without violating this Agreement, (i) serve as an officer or director of any civic or charitable organization, (ii) serve as a director of a for profit entity so long as

Employee has provided the Company advanced notice of serving on such board and the Board has determined, in its sole discretion, that no conflicts of interest or legal compliance concerns are present at the time of appointment and/or anytime

thereafter (iii) subject to Subsection 10(e), own publicly traded securities, and (iv) passively invest his personal assets in such form or manner as will not require any services by the Employee in the operation of the

entities in which such investments are made. In addition, and so long as it does not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement or directly or indirectly compete with the Company, in each

case as determined by the Board in its sole discretion, Employee may continue in his current roles with Permex Petroleum Corporation for a period of no longer than ninety (90) days from the Effective Date.

EMPLOYMENT AGREEMENT

PAGE 1

all applicable Company rules and policies as a condition of employment.

(d) Duty of Loyalty. The Employee shall owe

a fiduciary duty of loyalty, fidelity, and allegiance to act in the best interests of the Company and its Affiliates, and to do no act that would materially injure their business, interests, or reputations. In keeping with these duties, the Employee

shall continue to make full disclosure to the Board of all opportunities pertaining to the Company’s Business that come to his attention during the Term (as defined below) and shall not appropriate for his own benefit any such Business

opportunities concerning the subject matter of the fiduciary relationship.

3. Primary Work Location. Although the Employee shall

be expected to travel from time to time as necessary to perform his duties, responsibilities, and authorities under this Agreement, his primary work location shall be at the Company’s offices in Dallas, Texas, or such other location of such

headquarters as of immediately before the Effective Date.

4. Term of Agreement and Employment.

(a) Initial Term. This Agreement shall be in full force and effect for an “Initial Term” of one year

commencing on the Effective Date and expiring on the first anniversary of the Effective Date (the “Expiration Date”), unless terminated before the Expiration Date in accordance with Section 6.

(b) Renewal Term. Notwithstanding Section 4(a), the effectiveness of this Agreement shall

automatically be extended for an additional one-year term on the Expiration Date (each, a “Renewal Term”) and on each successive anniversary of the Expiration Date (each, a

“Renewal Date”), unless and until the Agreement is terminated earlier in accordance with Section 6.

“Term” of this Agreement.

5. Compensation and Employment Benefits. In consideration of the performance of the

Employee’s duties, responsibilities, and authorities under this Agreement, the Company shall provide the Employee with the following compensation and employment benefits:

(a) Base Salary. The Company shall provide the Employee with an annualized base salary of six hundred thousand dollars

($600,000.00), less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures, and prorated for any partial period of employment (the “Base Salary”). The Board may adjust the Base

Salary in its sole discretion during the Term but if any adjustment reduces the Base Salary by ten percent (10%) or more, Employee must either consent to such reduction or the Agreement shall be deemed to have been terminated without Cause.

(b) Discretionary Annual Bonuses. The Employee shall be eligible to receive an annual target bonus up to one

hundred percent (100%) of his Base Salary (each, an “Annual Bonus”) during each calendar year of the Term in accordance with this subparagraph to the same extent such bonus payments are paid to similarly situated employees of the

Company. Factors such as whether Annual Bonuses are paid, eligibility for Annual Bonuses, when such Annual Bonuses are paid, and the amount of Annual Bonuses are at the sole discretion of the Board. Accordingly, the amount of any Annual Bonus shall

be determined by the Board in its sole discretion based on its assessment of the Employee’s performance against applicable performance objectives as well as the Company’s performance. The Employee shall not be eligible to receive any

Annual Bonus unless he remains employed by the Company through the date on which any such Annual Bonus is paid. All Annual Bonuses and other discretionary compensation payable to the Employee by the Company shall be paid to the Employee in a lump

sum no later than two and a half (2.5) months following the end of the taxable year upon which the applicable Annual Bonus or other compensation was based.

EMPLOYMENT AGREEMENT

PAGE 2

eligible to participate in the Company’s Long-Term Incentive Plan (“LTIP”), subject to the terms and conditions of the LTIP and the approval of the Compensation Committee of the Board of Directors (the “Compensation

Committee”). The Employee’s target annual LTIP award opportunity will be equal to two hundred percent (200%) of his annual Base Salary. Awards will be delivered forty percent (40%) in the form of Restricted Stock Units

(“RSUs”) and sixty percent (60%) in the form of Performance Stock Units (“PSUs”), with the intent to provide long-term alignment with shareholders. Such awards will be granted at such times and on such terms

(including vesting and performance conditions, if any) as established by the Compensation Committee.

(d) Sign-On Bonus. The Company shall provide Employee with a one-time sign-on bonus that consists of: (i) a cash advance payment

of one hundred fifty thousand dollars ($150,000), equal to twenty-five percent (25%) of Employee’s 2026 target Annual Bonus (the “Bonus Advance”); and (ii) subject to the terms and conditions of the LTIP and the

approval of the Compensation Committee, a grant of equity awards on the Effective Date under the LTIP in the form of (A) one hundred thousand (100,000) RSUs that are subject to a three-year (3-year)

ratable vesting period, (B) three hundred thousand (300,000) PSUs that are subject to a three-year (3-year) performance period, and (C) three hundred thousand (300,000) stock options that are subject

to a three-year (3-year) ratable vesting period. The Bonus Advance shall reduce, but not below zero, the 2026 Annual Bonus otherwise earned.

(e) Relocation and Temporary Quarters. The Company shall provide and pay for temporary housing accommodations in the

Dallas, Texas area at market rates, as mutually agreed to by the Parties and as reasonably necessary, through March 2027. Employee is expected to permanently relocate to Dallas, Texas within one hundred twenty (120) days following the

conclusion of such temporary housing period.

(f) Home Sale Assistance. In connection with your relocation, the

Company will provide home sale assistance for the Employee’s primary residence. The Company will engage a third-party relocation service or broker to manage the marketing and sale of your current home. The purchase price and terms for such

sale will be subject to agreement among the Employee, the Company, and the relocation service provider. If the Employee’s home does not sell within a reasonable period, the Company will arrange for the relocation service provider to acquire

the property from the Employee and resell it on the Company’s behalf. The Company will bear all customary fees and costs associated with the relocation service, provided that the Employee will remain responsible for the ongoing mortgage,

taxes, utilities, and maintenance of the property until closing.

(g) Employment Benefits and Vacation. The Company

shall provide the Employee with the employment benefits that are ordinarily provided from time to time to other similarly situated employees of the Company. Such benefits shall be governed by the applicable plan documents, insurance policies, or

employment policies, and may be modified, suspended, or revoked in accordance with the terms of the applicable documents or policies without violating this Agreement. The Employee shall receive five (5) weeks of vacation during each calendar

year of the Term, prorated for any partial calendar year during the Term. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Employee. Unless otherwise specifically permitted under the Company’s

vacation policy, any accrued and unused vacation shall not be carried over from year to year and shall not be paid to the Employee upon the termination of his employment with the Company, regardless of the reason for such termination.

(h) Reimbursement of Business Expenses. The Employee shall be authorized to incur ordinary, necessary, and reasonable

business and travel expenses while performing his duties, responsibilities, and authorities under this Agreement and promoting the Company’s Business and activities during the Term. The Company shall reimburse the Employee for all such

expenses incurred in accordance with the Company’s policies and practices concerning reimbursement of business expenses that are submitted to the Company for reimbursement no later than 60 days after the applicable expense was incurred. Any

such reimbursement shall be made as soon as reasonably practicable but in no event later than sixty (60) days following the date the expenses were submitted to the Company.

EMPLOYMENT AGREEMENT

PAGE 3

(i) Inconsistencies. The compensation and benefits provided under

this Section 5 are intended to be consistent with the Company’s applicable benefit plan documents, insurance policies, and employment policies. If any provision

of Section 5 is inconsistent with any provision of the Company’s applicable benefit plan documents, insurance policies, or employment policies, the applicable provision of the benefit plan documents,

insurance policies, or employment policies shall control.

(j) Payroll Deductions. With respect to any compensation

or benefits required to be paid under this Agreement, the Company shall withhold any amounts authorized by the Employee and all amounts required to be withheld by applicable federal, state, or local law.

6. Termination of Agreement. This Agreement may be terminated as follows and any termination of this Agreement shall also constitute a

termination of Employee’s employment with the Company:

(a) Death. This Agreement shall terminate immediately

if the Employee dies.

(b) Inability to Perform. This Company may terminate this Agreement upon notice to the

Employee of his “Inability to Perform,” which shall be deemed to occur when

(i) the Employee receives

disability benefits under the Company’s applicable long-term- disability plan; or (ii) the Board, upon the written report of a qualified physician designated by the Company or its insurer, has determined in its sole discretion (after a

complete physical examination of the Employee at any time after he has been absent for a period of at least 90 consecutive calendar days or 120 calendar days in any 12-month period) that the Employee

has become physically or mentally incapable of performing his essential job functions with or without reasonable accommodation as required by law.

“Cause” shall mean any act or omission of the Employee that constitutes any (i) material breach of this Agreement, (ii) failure to follow instructions from the Board, (iii) material violation of any written

employment policy or rule of the Company or its subsidiaries, (iv) misappropriation of funds or property of the Company or its subsidiary, (v) illegal use or distribution of drugs or any abuse of alcohol, (vi) fraud upon the Company

or its subsidiary or bad faith, dishonest, or disloyal acts or omissions toward the Company or its subsidiary, (vii) commission, indictment, arraignment, plea, or conviction, of, for, or to any felony or any misdemeanor involving moral

turpitude, or (viii) any other acts or omission contrary to the best interests of the Company or its subsidiary which has caused, or is likely to cause, material harm to the Company or its subsidiary. If the Board determines in its sole

discretion that a cure is possible and appropriate, the Company shall give Employee written notice of the acts or omissions constituting Cause and no termination of this Agreement shall be for Cause unless and until the Employee fails to cure such

acts or omissions within 15 days following receipt of such written notice. If the Board determines in its sole discretion that a cure is not possible and appropriate, the Employee shall have no notice or cure rights before this Agreement is

terminated for Cause.

(d) By the Company Without Cause. The Company may terminate this Agreement for no reason or

any reason other than death, Inability to Perform, or for Cause by providing written notice to the Employee that the Company is terminating the Agreement without Cause.

(e) Effect of a Change of Control. This Agreement shall terminate immediately if, upon a Change of Control (defined

below), the Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or otherwise) to all or substantially all of the

business and/or assets of the Company (a “Successor”) on substantially the same terms and conditions as set out in this Agreement, and/or any such

EMPLOYMENT AGREEMENT

PAGE 4

Successor does not, by agreement in form and substance satisfactory to the Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the

Company would be required to perform it if no such succession had taken place. For the purposes of this Agreement, a “Change of Control” will mean (i) the date of the consummation of a merger or consolidation of the Company

with any other corporation that has been approved by the stockholders of the Company, other than a merger or consolidation that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by

remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately

after such merger or consolidation; or (ii) the date of the consummation of the sale of disposition by the Company of all or substantially all (i.e., at fifty percent (50%)) of the Company’s assets.

(f) By the Employee For Any Reason. The Employee may terminate this Agreement for no reason or any reason by providing

written notice to the Company that the Employee is terminating the Agreement.

(g)

Non-Renewal of Agreement. If the Company elects not to renew this Agreement pursuant to Section 4(b),

such non-renewal shall be deemed a termination of this Agreement by the Company without Cause under Section 6(d). In such event, the Employee shall be entitled to receive

the Accrued Obligations in accordance with Section 7(a) and the Separation Benefits in accordance with Section 7(b), subject to the conditions set forth in Section 8. For

the avoidance of doubt, a non-renewal by the Company shall have the same effect and consequence as if the Company had affirmatively terminated this Agreement without Cause.

(h) Expiration of Term. This Agreement shall automatically terminate upon the expiration of the Term in accordance

with Section 4.

(i) Termination Date. For purposes of this Agreement, the

“Termination Date” shall mean (i) if this Agreement is terminated because of the Employee’s death, the date of death, (ii) if this Agreement is terminated because of the Employee’s Inability to Perform, the

date the Company notifies the Employee of the termination, (iii) if this Agreement is terminated by the Company for Cause, by the Company without Cause, or by the Employee for any reason, the applicable effective date of such termination, and

(iv) if this Agreement is terminated due to expiration of the Term, the last day of the Term.

(j) Resignation.

Effective as of the Termination Date and regardless of the reason for the termination, Employee will automatically resign from any and all of Employee’s director, officer and other positions with the Company and its affiliates, including,

without limitation, as a member of the board of directors of the Company. Employee will execute such additional documents reasonably requested by the Company to evidence the foregoing resignations but no additional action by the parties will be

required to effectuate such resignations.

7. Payments and Benefits Due Upon Termination of Agreement.

(a) Accrued Obligations. Upon any termination of this Agreement, the Company shall have no further obligation to the

Employee under this Agreement, except for (i) payment to the Employee of all earned but unpaid Base Salary through the Termination Date, prorated as provided above, (ii) provision to the Employee, in accordance with the terms of the

applicable benefit plan of the Company or to the extent required by law, of any benefits to which the Employee has a vested entitlement as of the Termination Date, (iii) payment to the Employee of any accrued unused vacation owed to the

Employee as of the Termination Date only if such payment is required under the Company’s vacation policy or applicable law, (iv) payment to the Employee of any approved but un-reimbursed

business expenses incurred through the Termination Date in accordance with applicable Company policy and this Agreement, and (v) if applicable, the Separation Benefits (as defined below). The payments and benefits just described in (i)-(iv)

shall constitute the “Accrued Obligations” and shall be paid when due under this Agreement, the Company’s plans and policies, and applicable law.

EMPLOYMENT AGREEMENT

PAGE 5

(b) Separation Benefits. If this Agreement is terminated either by

the Company without Cause in accordance with Subsection 6(d) or due to a Change of Control in accordance with Subsection 6(e), the Company shall have no further obligation to Employee under this Agreement, except the Company shall

provide the Accrued Obligations to Employee in accordance with Subsection 7(a) and shall provide the following Separation Benefits to the Employee (collectively, the “Separation Benefits”): (i) an amount in cash equal to

one (1) times (increased to two (2) times for a termination due to or within two (2) years following a Change of Control) the sum of the Employee’s Base Salary and the Annual Bonus for the calendar year containing the

Termination Date (which shall be calculated as one hundred percent (100%) of the Employee’s Base Salary); and (ii) an amount equal to eighteen (18) months of the premium the Employee would be required to pay for health continuation

coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or similar state law (“COBRA”) if the Employee had been eligible for such COBRA continuation coverage, at the same or reasonably equivalent coverage rate

for the Employee and his eligible dependents as in effect immediately prior to the Termination Date. The Separation Benefits shall be paid in a lump-sum payment, subject to all statutory deductions and

authorized withholdings, payable on (or within ten (10) days following) the date the Release described in Section 8 becomes effective and irrevocable.

8. Conditions on Receipt of Separation Benefits.

(a) Compliance with Restrictive Covenants and Execution and

Non- Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company’s payment to the Employee of the Separation Benefits is subject to

the conditions that (i) the Employee fully complies with all applicable restrictive covenants under Sections 9-11 of this Agreement; and (ii) within 55 days after

the Termination Date, the Employee executes, delivers to the Company, and does not revoke as permitted by applicable law a General Release Agreement in a form provided by the Company (the “Release”) that, among other things, fully

and finally releases and waives any and all claims, demands, actions, and suits whatsoever which he has or may have against the Company, whether under this Agreement or otherwise, that arose before the Release was executed. For purposes of this

Agreement, the Release shall not become fully enforceable and irrevocable until the Employee has timely executed the Release and not revoked his acceptance of the Release within seven days after its execution.

(b) Separation from Service Requirement. Notwithstanding any other provision of this Agreement, the Employee shall be

entitled to the Separation Benefits only if the termination of this Agreement constitutes the Employee’s “Separation from Service” within the meaning of Internal Revenue Code (the “Code”) Section 409A and

Treasury Regulation Section 1.409A-1(h).

9. Confidential Information.

(a) Scope and Definition of Confidential Information. The Employee acknowledges that the Company has developed

substantial goodwill with its customers and competitively valuable information in connection with the Business. The Employee further acknowledges and agrees that the following items shall be entitled to trade secret protection and constitute

“Confidential Information” under this Agreement regardless of when such Confidential Information was disclosed to the Employee: any information used in the Business that gives the Company, its affiliate, or any other entity

associated with the Company or its affiliates as determined by the Board in its sole discretion an advantage over competitors or is not generally known by competitors or readily ascertainable by independent investigation, and includes without

limitation all trade secrets (as defined by applicable law); technical information, including all ideas, prospects, proposals, and other opportunities pertaining to the Company’s Business and related products and services, inventions, computer

programs, computer processes, computer codes, software, website structure and content, databases, formulae, designs, compilations of information, data, proprietary processes, and know-how related to

operations; financial information, including margins, earnings, accounts payable, and accounts receivable; business information, including business plans, expansion plans, business proposals, pending projects, pending proposals, sales data, and

contracts; advertising information, including costs and strategies; customer information, including customer contacts, customer

EMPLOYMENT AGREEMENT

PAGE 6

lists, customer identities, customer preferences and needs, customer purchasing or service terms, and specially negotiated terms with customers; supplier information, including supplier lists,

supplier identities, contact information, capabilities, services, prices, costs, and specially negotiated terms with suppliers; information about future plans, including marketing strategies, target markets, promotions, sales plans, projects and

proposals, research and development, and new materials research; inventory information, including quality-control procedures, inventory ordering practices, inventory lists, and inventory storage and shipping methods; information regarding personnel

and employment policies and practices, including employee lists, contact information, performance information, compensation data and incentive information (including any bonus or commission plan terms), benefits, and training programs; and

information regarding independent contractors and subcontractors, including independent contractor and subcontractor lists, contact information, compensation, and agreements. Confidential Information shall also include all information contained in

any manual or electronic document or file created by the Company or its affiliates and provided or made available to Employee. Confidential Information shall not include any information in the public domain, through no disclosure or wrongful act of

Employee, to such an extent as to be readily available to competitors.

(b) Agreement to Provide Confidential

Information to the Employee. In exchange for the Employee’s promises in this Agreement, the Company agrees during the Term to provide the Employee with access to previously undisclosed Confidential Information related to his duties,

responsibilities, and authorities.

time during employment upon demand by the Company, and immediately upon termination of this Agreement, regardless of the reason for such termination, the Employee shall return to the Company all property of the Company in his possession or under his

control, including without limitation all Confidential Information.

(d) Agreement not to Use or Disclose Confidential

Information in Unauthorized Manner. The Employee acknowledges and agrees that (i) due to its Business, the Company will continue to develop new and additional Confidential Information after the Effective Date that has not

been previously disclosed to him; (ii) all Confidential Information is considered confidential and proprietary to the Company; and (iii) he has no right, other than under this Agreement, to receive any Confidential Information. The

Employee shall at all times hold in strictest confidence, and shall not disclose or use, any Confidential Information (regardless of whether received before or after the Effective Date) except for the Company’s exclusive benefit in the

ordinary course of performing his duties, responsibilities, and authorities under this Agreement, and otherwise only with the prior written consent of the Board. The Employee shall promptly advise the Board in writing of any unauthorized release or

use of any Confidential Information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, being furnished with, disclosing, or using any Confidential Information. Without limiting the

generality of the foregoing: (A) nothing in this Agreement prohibits or restricts Employee (or Employee’s attorney) from communicating with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other

applicable regulatory authority regarding a possible securities law violation; and (B) nothing in this Agreement prohibits or restricts Employee from exercising protected rights, including without limitation those rights granted under

Section 7 of the National Labor Relations Act, or otherwise disclosing information as permitted by applicable law, regulation, or order.

10.

Non-Competition and Non-Solicitation Restrictive Covenants.

(a) Acknowledgment of Competitive Business. The Employee acknowledges and agrees that (i) the Company’s

Business is highly competitive; (ii) he is entitled by virtue of his position of trust and confidence with the Company and his duties, responsibilities, and authorities under this Agreement to access Confidential Information which could be used

by competitors of the Company in a manner that would irreparably harm its competitive position in the marketplace; (iii) he will be responsible under this Agreement and as the Company’s trusted representative for developing and continuing

valuable business relationships and goodwill on behalf of the Company with its most important customers, suppliers, and

EMPLOYMENT AGREEMENT

PAGE 7

employees; (iv) he could call on such relationships, goodwill, and Confidential Information if he competed against the Company to gain an unfair competitive advantage that would irreparably

harm the Company; and (v) the goodwill and Confidential Information the Employee will develop and receive pursuant to this Agreement will enhance his reputation in the Company’s Business and increase his earning capacity.

(b) Acknowledgment of Need for Protection. The Employee further acknowledges and agrees that it would be impossible for

him to ignore all knowledge of the Company’s Confidential Information and goodwill if he were to compete against the Company in the Business. It is, therefore, reasonable and proper for the Company to protect against the intentional or

inadvertent use of Confidential Information and goodwill in competition with it in the Business. Accordingly, the Employee agrees that a prohibition against his competing with the Company in the Business or soliciting its customers, suppliers,

employees, or other service providers during the Term and for a reasonable period of time thereafter within a reasonable geographic area is appropriate and necessary for the protection of the Company’s Confidential Information, goodwill, and

other legitimate business interests.

for 12 months after the termination of the Employee’s employment with the Company, regardless of the reason for such termination (the “Restricted Period”), the Employee shall not directly or indirectly (including without

limitation through any family member or Affiliate) (i) have any ownership interest in, serve as an officer, director, consultant, independent contractor, subcontractor, employee, or in any other capacity similar to the capacity in which the

Employee served the Company, for any person or entity that provides products or services that directly or indirectly compete with the Company’s products or services in the Business in the United States, and any other country in which the

Company sold its products during the Term (the “Restricted Area”); or (ii) solicit, canvass, or accept business for any person or entity in the Restricted Area that provides products or services that directly or indirectly

compete with the Company’s products or services in the Business.

(d) Covenant not to Solicit. During the

Restricted Period, the Employee shall not directly or indirectly, on behalf of himself or any third party (including without limitation through any family member or affiliate), (i) solicit, encourage, facilitate, or induce any customer of the

Company; person or entity who was a customer of the Company at any time in the two-year period preceding the solicitation, encouragement, facilitation, or inducement; any of the Company’s

prospective customers; or any of the Company’s vendors, suppliers, advertisers, agents, sales representatives, employees, independent contractors, subcontractors, consultants, or licensees, to breach any agreement or contract with, or

discontinue or curtail his, her, or its business relationships with, the Company; or (ii) solicit, hire, or otherwise engage as an employee, independent contractor, or otherwise, any person

or non-employee service provider who is an employee or non-employee service provider of the Company or was an employee

or non-employee service provider of the Company at any time in the two-year period preceding the proposed solicitation, hiring, or engagement.

Notwithstanding the preceding sentence, the post-termination obligations in the previous sentence shall apply only to those persons and entities with whom or which the Employee had material business contact on behalf of the Company during the Term

or about whom or which the Employee received Confidential Information.

(e) Permitted Exceptions. The Employee shall

be permitted without violating Subsections 2(b), 2(d), 10(c), or 10(d) of this Agreement to make passive personal investments in securities that are registered on a national stock exchange if the

aggregate amount owned by him and all family members and affiliates does not exceed 1% of such company’s outstanding securities as long as (i) these activities do not prevent the Employee from fulfilling his duties, responsibilities, and

authorities under this Agreement, and (ii) the Employee fully complies with his otherwise applicable obligations under this Agreement. Additionally Employee is hereby notified that the U.S. Defend Trade Secrets Act of 2016

(“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local

government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a

EMPLOYMENT AGREEMENT

PAGE 8

lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected

violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does

not disclose the trade secret, except pursuant to court order.

11. Inventions. Any and all Confidential Information and other

discoveries, inventions, improvements, trade secrets (as defined by applicable law), know-how, works of authorship, or other intellectual property conceived, created, written, developed, or first

reduced to practice by the Employee before or after the Effective Date, alone or jointly, in the performance of his duties, responsibilities, or authorities for the Company (the “Inventions”) shall be the sole and exclusive

property of the Company. The Employee acknowledges that all original works of authorship protectable by copyright that are produced by the Employee in the performance of his duties, responsibilities, or authorities for the Company are

“works made for hire” as defined in the United States Copyright Act (17 U.S.C. § 101). In addition, to the extent that any such works are not works made for hire under the United States Copyright Act, the Employee hereby

assigns without further consideration all right, title, and interest in such works to the Company. The Employee shall promptly and fully disclose to the Company all Inventions, shall treat all Inventions as Confidential Information, and hereby

assigns to the Company without further consideration all of his right, title, and interest in and to any and all Inventions, whether or not copyrightable or patentable. The Employee shall execute all papers, including applications, invention

assignments, and copyright assignments, and shall otherwise assist the Company as reasonably required to memorialize, confirm, and perfect in them the rights, title, and other interests granted to the Company under this Agreement.

12. Duties of Confidentiality and Loyalty Under the Common Law. The Employee’s obligations under this Agreement shall supplement,

rather than supplant, his common-law duties of confidentiality and loyalty owed to the Company.

13. Survival and Enforcement of Covenants; Remedies.

(a) Survival of Covenants. The Employee’s covenants in Sections 9-11 shall survive the termination of this Agreement, regardless of the reason for such termination, and shall be construed as agreements independent of any other provision of this Agreement, and the

existence of any claim or cause of action of the Employee against the Company (whether under this Agreement or otherwise), shall not constitute a defense to the enforcement by the Company of those covenants.

(b) Enforcement of Covenants. The Employee acknowledges and agrees that his covenants in Sections

9 and 10 are ancillary to the otherwise enforceable agreements by the Company under Section 9 to provide him with previously undisclosed Confidential Information and by him not to

disclose such Confidential Information, and are supported by independent, valuable consideration. The Employee further acknowledges and agrees that the limitations as to time, geographical area, and scope of activity to be restrained by those

covenants are reasonable and acceptable to him and do not include any greater restraint than is reasonably necessary to protect the Company’s Confidential Information, goodwill, and other legitimate business interests. The Employee further

agrees that, if at some later date, a court of competent jurisdiction determines that any of the covenants in Sections 9-11 are unreasonable, any such covenants shall be

reformed by the court and enforced to the maximum extent permitted under applicable law.

of breach or threatened breach by the Employee of any of his covenants in Sections 9, 10, or 11, the Company shall be irreparably damaged in amounts difficult to ascertain and therefore entitled to equitable

relief (without the need to post a bond or prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including

any and all monetary damages, which it may incur as a result of such breach, violation, or threatened breach or violation. The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or

threatened breach or violation, and the pursuit of one of such remedies at any time shall not be deemed an

EMPLOYMENT AGREEMENT

PAGE 9

election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation, or as to any other breach, violation, or

threatened breach or violation. If the Employee breaches any of his covenants in Section 10, the time periods pertaining to such covenants shall also be suspended and shall not run in favor of him from the time he

first breached such covenants until the time when he ceases such breach. The Employee irrevocably waives any right to challenge the validity or enforceability of his covenants under Sections 9, 10,

or 11. Notwithstanding anything to the contrary in this Agreement, the Company may amend the provisions of these Sections 9, 10, or 11 without the approval of the Employee or any other person in

any manner that would not impose additional or greater restrictions on the Employee. Without limiting the foregoing, the Company may amend the provisions of Sections 9, 10, or 11 without the approval of the

Employee or any other person to provide for less restrictive limitations as to time, geographical area, or scope of activity to be restrained. Any such less restrictive limitations may, in the Company’s sole discretion, apply only with respect

to the enforcement of this Agreement in certain jurisdictions specified in any such amendment. At the request of the Company, the Employee shall consent to any such amendment and shall execute and deliver to the Company a counterpart signature page

to such amendment.

14. Assignment and Successors and Assigns. The Employee’s duties, responsibilities, and authorities under

this Agreement are personal to him and shall not be assigned to any person or entity without written consent from the Board. The Company shall assign this Agreement to any affiliate or successor of its Business. In the event of the Employee’s

death, this Agreement shall be enforceable by his estate, executors, or legal representatives. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted

assigns.

15. Waiver of Right to Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EACH PARTY SHALL, AND HEREBY

DOES, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION AGAINST THE OTHER PARTY OR ITS AFFILIATES, INCLUDING ANY ARISING OUT OF OR RELATING TO THE EMPLOYEE’S EMPLOYMENT WITH THE

COMPANY, THE TERMINATION OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHER ALLEGED BREACH OR ENFORCEMENT).

16. Entire Agreement. This

Agreement constitutes the entire agreement and understanding between the parties concerning its subject matters and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to

such subject matters. The Employee acknowledges and agrees that the Company has not made any promise or representation to him concerning this Agreement not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any

prior oral or written statement or representation by the Company but is instead relying solely on his own judgment and his legal and tax advisors, if any.

17. Amendment. This Agreement shall not be amended except by an instrument in writing signed by an authorized representative of the

party against whom such amendment is sought to be enforced. Notwithstanding the previous sentence, the Company may modify or amend this Agreement in its sole discretion at any time without further consent of the Employee in any manner necessary to

comply with applicable law and regulations or the listing or other requirements of any stock exchange upon which the Company is listed. No modification or amendment may be enforced against the Company unless such modification or amendment is in

writing and approved in writing by the Board.

18. Waiver. The waiver by either party of a breach of any term of this Agreement

shall not operate or be construed as a waiver of a subsequent breach of the same provision by either party or of the breach of any other term or provision of this Agreement.

19. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent

jurisdiction, (a) this Agreement shall be considered divisible, (b) such provision shall be deemed inoperative to the extent it is deemed illegal, invalid, or unenforceable, and (c) in all other respects this Agreement shall remain in

full force and effect; provided, however, that, if any such provision may be made enforceable by limitation, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by

applicable law.

EMPLOYMENT AGREEMENT

PAGE 10

20. Governing Law; Venue. This Agreement shall be governed by the laws of the State

of Texas, without regard to its conflict-of-laws principles. The parties hereby irrevocably consent to the binding and exclusive venue for any dispute,

controversy, claim, or cause of action between them arising out of or related to this Agreement being in the state or federal court of competent jurisdiction that regularly conducts proceedings or has jurisdiction in Dallas County, Texas. Nothing in

this Agreement, however, precludes either party from seeking to remove a civil action from any state court to federal court.

21.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. The delivery of this Agreement in the form of a

clearly legible facsimile or electronically scanned version by e-mail shall have the same force and effect as delivery of the originally executed document.

22. Code Section 409A.

(a) Code Section 409A. The parties intend for all payments provided to the Employee under this

Agreement to be exempt from or comply with the provisions of Code Section 409A and not be subject to the tax imposed by Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For

purposes of Section 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and the Employee’s entitlement to a series of payments or benefits under this Agreement is to be treated as an

entitlement to a series of separate payments.

(b) Specified Employee Postponement. Notwithstanding the previous

subparagraph or any other provision of this Agreement to the contrary, if the Company or an affiliate that is treated as a “service recipient” (as defined in Section 409A) is publicly traded on an established securities

market (or otherwise) and the Employee is a “specified employee” (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee’s Separation from

Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the

Section 409A Payment Date. The “Section 409A Payment Date” is the earlier of (i) the date of the Employee’s death or (ii) the date that is six months and one day after the

Employee’s Separation from Service. The determination of whether Employee is a “specified employee” shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted

method has been prescribed for such purpose by the Company.

(c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a “deferral of

compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where

applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement,

or in- kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in

any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

23.

Right to Consult an Attorney and Tax Advisor. Notwithstanding any contrary provision in this Agreement, Employee shall be solely responsible for any risk that the tax treatment of all or part of any payments provided by this Agreement may be

affected by Code Section 409A, which may impose significant adverse tax consequences on him, including accelerated taxation, a 20% additional tax, and interest. The Employee therefore has the right, and is encouraged by this paragraph, to

consult with a tax advisor of his choice before signing this Agreement. The Employee is also encouraged by this paragraph to consult with an attorney of his choice before signing this Agreement.

EMPLOYMENT AGREEMENT

PAGE 11

24. Representations of the Employee. The Employee represents and warrants that

(a) he has not previously assumed any obligations inconsistent with those in this Agreement; (b) his execution of this Agreement, and his employment with the Company, shall not violate any other contract or obligation between the Employee

and any former employer or other third party; and (c) during the Term, he shall not use or disclose to anyone within the Company or its subsidiaries any proprietary information or trade secrets of any former employer or other third party. The

Employee further represents and warrants that he has entered into this Agreement pursuant to his own initiative and that the Company did not induce him to execute this Agreement in contravention of any existing commitments. The Employee further

acknowledges that the Company has entered into this Agreement in reliance upon the foregoing representations of the Employee.

25.

Third-Party Beneficiaries. The Company’s Affiliates are intended to be third-party beneficiaries of this Agreement and therefore may enforce this Agreement.

26. Survival. The following provisions shall survive the termination of Employee’s employment and/or the expiration or

termination of this Agreement, regardless of the reasons for such expiration or termination: Section 7 (“Payments and Benefits Due Upon Termination of Agreement”), Section 8

(“Conditions on Receipt of Separation Benefits”), Section 9 (“Confidential Information”), Section 10

(“Non-Competition and Non-Solicitation Restrictive Covenants”), Section 11 (“Inventions”),

Section 12 (“Duties of Confidentiality and Loyalty Under the Common Law”), Section 13 (“Survival and Enforcement of Covenants; Remedies”),

Section 15 (“Waiver of Right to Jury Trial”), Section 16 (“Entire Agreement”), Section 17 (“Amendment”),

Section 18 (“Waiver”), Section 19 (“Severability”), Section 20 (“Governing Law; Venue”),

Section 21 (“Counterparts”), Section 22 (“Code Section 409A”), Section 24 (“Representations of the

Employee”), Section 25 (“Third-Party Beneficiaries”), and Section 26 (“Survival”).

[Signature Page Follows]

EMPLOYMENT AGREEMENT

PAGE 12

AGREED as of the Effective Date:

ENCORE ENERGY CORP.

EMPLOYEE

By:

/s/ Robbie W. Hudson Jr.

By:

/s/ Richard Little

Name:

Robbie W. Hudson Jr.

Richard Little

Title:

General Counsel and Secretary

Date Signed: April 20, 2026

EMPLOYMENT AGREEMENT

PAGE 13

EX-10.2

Filename: d124166dex102.htm · Sequence: 3

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into as of April 20, 2026 (the “Effective

Date”), by and between enCore Energy Corp. (the “Company”) and William M. Sheriff (the “Employee”).

RECITALS

WHEREAS,

the Company is involved in the acquisition, exploration, and development of uranium resource properties in the United States (the “Business”).

WHEREAS, the Employee has significant qualifications and experience in the Business and has been providing services to the Company as a

consultant under the terms of the Consulting Services Retention Agreement by and between the Employee and the Company dated March 1, 2026 and a letter agreement by and between the Employee and the Company dated March 6, 2026 (collectively

the “Legacy Agreements”).

WHEREAS, the Company desires to employ the Employee and terminate the Consulting Agreement,

and the Employee desires to be employed by the Company, according to the terms and conditions of this Agreement following the Effective Date.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to the following terms:

TERMS

1. Employment and Position. During the Term (as defined below), the Employee shall be employed by the Company as its Executive Chairman

including those duties normally associated with the title Chief Investment Officer, and the Employee will serve in such capacity, subject to the terms and conditions of this Agreement. The Employee shall report directly to the Company’s Board

of Directors (the “Board”).

2. Duties.

(a) Duties for the Company and its Affiliates. The Employee shall have such duties, responsibilities, and authorities

for the Company as are customary of an executive chairman of a company similar in size and revenue in the Company’s business and such additional or different duties, responsibilities, and authorities as may be reasonably assigned by the Board

in its sole discretion commensurate with such position, including without limitation duties, responsibilities, and authorities with respect to the Company and its Affiliates. For purposes of this Agreement, “Affiliate” means, with

respect to the entity or person at issue, any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity or person.

(b) Working Time and Best-Effort Requirements and Permitted Outside Activities. During the Term (as defined

below), the Employee shall devote approximately 80% of his time and energy to the Company’s Business and affairs as necessary to faithfully perform his duties, responsibilities, and authorities under this Agreement. As long as such service

and investments do not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement or directly or indirectly compete with the Company, in each case as determined by the Board in its reasonable

discretion, the Employee may, without violating this Agreement, (i) serve on other boards of directors and be involved in other non-ISR uranium public and/or private companies, excepting Verdera Energy

Corp., which is the sole allowed ISR uranium public company for which the Employee may hold office and/or serve on its Board of Directors. The Employee has no such restrictions for non-uranium companies.,

(ii) subject to Subsection 10(d), own publicly traded securities, and (iii) passively invest his personal assets in such form or manner as will not require any services by the Employee in the operation of the entities in which

such investments are made.

EMPLOYMENT AGREEMENT

PAGE 1

all applicable Company rules and policies as a condition of employment.

(d) Duty of Loyalty. The Employee shall owe

opportunities concerning the subject matter of the fiduciary relationship unless the Board affirmatively passes on the opportunity after reasonable notice and time to consider.

3. Primary Work Location. Although the Employee shall be expected to travel from time to time as necessary to perform his duties,

responsibilities, and authorities under this Agreement, his primary work location shall be Dallas, Texas.

4. Term of Agreement and

Employment.

(a) Initial Term. This Agreement shall be in full force and effect for an

“Initial Term” of one year commencing on the Effective Date and expiring on the first anniversary of the Effective Date (the “Expiration Date”), unless terminated before the Expiration Date in accordance

with Section 6.

(b) Renewal Term.

Notwithstanding Section 4(a), the effectiveness of this Agreement shall automatically be extended for an additional one-year term on the Expiration Date (each, a

“Renewal Term”) and on each successive anniversary of the Expiration Date (each, a “Renewal Date”), unless and until the Agreement is terminated earlier in accordance with Section 6.

“Term” of this Agreement.

5. Compensation and Employment Benefits. In consideration of the performance of the

Employee’s duties, responsibilities, and authorities under this Agreement, the Company shall provide the Employee with the following compensation and employment benefits:

(a) Base Salary. The Company shall provide the Employee with an annualized base salary of three hundred seventy-five

thousand dollars ($375,000.00), less applicable withholdings and deductions, in accordance with the Company’s normal payroll procedures, and prorated for any partial period of employment (the “Base Salary”). The Board may

adjust the Base Salary in its sole discretion during the Term.

(b) Incentive Bonus. The Employee shall

receive an annual incentive bonus (“Incentive Bonus”) equal to ten percent (10%) of the realized profits that the Company receives in cash each taxable year of the Term from the marketable securities and other investment assets

held by the Company (the “Investment Assets”) and managed by the Employee, with the initial Incentive Bonus calculated from the date of this Agreement through December 31, 2026. The Employee will forfeit any Incentive Bonus

payable for a year in which the Agreement is terminated for Cause. All Incentive Bonuses and other discretionary compensation payable to the Employee by the Company shall be paid to the Employee in a lump sum no later than two (2.0) months following

the end of the taxable year upon which the applicable Incentive Bonus or other compensation was based.

Bonus: Agreed upon extraordinary bonus for corporate acquisitions, disposals and or merger of companies and documented cost savings for managing ATM offerings, if any, will be included in the Executive Chair’s KPI’s and reviewed each

year.

EMPLOYMENT AGREEMENT

PAGE 2

(d) Long Term Incentive Plan Compensation. The Employee will be

Committee”). The Employee’s target annual LTIP award opportunity will be equal to one hundred percent (100%) of his annual Base Salary. Awards will be delivered fifty percent (50%) in the form of Options(“Options”)

and fifty percent (50%) in the form of Performance Stock Units (“PSUs”), with the intent to provide long-term alignment with shareholders. Such awards will be granted at such times and on such terms (including vesting and

performance conditions, if any) as established by the Compensation Committee. Such awards will be granted at such times and on such terms (including vesting and performance conditions, if any) as established by the Compensation Committee.

(e) Employment Benefits and Vacation. The Company shall provide the Employee with the employment benefits that are

substantially similar in the aggregate to the employment benefits he received as of immediately before the Effective Date or as ordinarily provided from time to time to other similarly situated employees of the Company, including any executive

benefit plans provided by the Company. Such benefits shall be governed by the applicable plan documents, insurance policies, or employment policies, and may be modified, suspended, or revoked in accordance with the terms of the applicable documents

or policies without violating this Agreement. The Employee shall receive five (5) weeks of vacation during each calendar year of the Term, prorated for any partial calendar year during the Term. Any vacation shall be taken at the reasonable and

mutual convenience of the Company and the Employee. Unless otherwise specifically permitted under the Company’s vacation policy, any accrued and unused vacation shall not be carried over from year to year and shall not be paid to the Employee

upon the termination of his employment with the Company, regardless of the reason for such termination.

(f)

Reimbursement of Business Expenses. The Employee shall be authorized to incur ordinary, necessary, and reasonable business and travel expenses while performing his duties, responsibilities, and authorities under this Agreement and in

promoting the Company’s business and activities during the Term.

Reimbursement of such expenses, together with

payment of any per diem allowances, shall be made in accordance with the schedule and process (Reimbursement of Expenses and Per Diem Schedule), which is incorporated herein by reference. The Reimbursement of Expenses and Per Diem Schedule

may be updated from time to time by the Compensation Committee; provided, however, that no amendment shall reduce the Employee’s per diem or reimbursement rights without the Employee’s prior written consent.

Any reimbursement under this Section shall be made as soon as reasonably practicable, but in no event later than two and one-half (2.5) months following the end of the taxable year in which the applicable expense was incurred, consistent with Section 409A of the Internal Revenue Code.

(g) Per Diem. In addition to reimbursement of reasonable business expenses pursuant to Section e, Employee shall be

entitled to receive a per diem allowance for meal and incidental expenses incurred while traveling on Company business outside of Employee’s principal place of employment.

The per diem amount and shall be based on the Reimbursement of Expenses and Per Diem Schedule which may be updated from time to

time by the Compensation Committee, provided that any updates shall not reduce the then-current per diem rates without Employee’s prior written consent.

The per diem shall be payable without requirement of receipts, provided that Employee certifies the dates of travel and the

applicable location(s). For any expenses in excess of the applicable per diem, Employee shall be entitled to submit receipts for reimbursement in accordance with Company policy.

The per diem allowance shall be paid on a monthly basis following submission of a brief statement of travel days covered, and

shall not be treated as in lieu of salary or other compensation. The per diem allowance is intended to qualify as a reasonable expense reimbursement under Section 62 of the Internal Revenue Code and shall be administered accordingly.

EMPLOYMENT AGREEMENT

PAGE 3

(h) Inconsistencies. The compensation and benefits provided under

this Section 5 are intended to be consistent with the Company’s applicable benefit plan documents, insurance policies, and employment policies. If any provision

insurance policies, or employment policies shall control.

(i) Payroll Deductions. With respect to any compensation

6. Termination of Agreement. This Agreement may be terminated as follows and any termination of this Agreement shall also constitute a

termination of Employee’s employment with the Company:

(a) Death. This Agreement shall terminate immediately

if the Employee dies.

(b) Inability to Perform. This Company may terminate this Agreement upon notice to the

Employee of his “Inability to Perform,” which shall be deemed to occur when

(i) the Employee receives

complete physical examination of the Employee at any time after he has been absent for a period of at least 90 consecutive calendar days or 120 calendar days in any 12-month period) that the Employee

has become physically or mentally incapable of performing his essential job functions with or without reasonable accommodation as required by law.

for Cause only after providing Employee with written notice that reasonably details the specific acts or omissions alleged to constitute Cause. Employee shall have thirty (30) days from receipt of such notice to cure such acts or omissions,

provided that if such acts or omissions are reasonably capable of cure but cannot be fully cured within thirty (30) days despite Employee’s diligent efforts, the cure period shall be extended for an additional reasonable period of time

(not to exceed sixty (60) days in total), so long as Employee continues to pursue the cure in good faith.

Termination

for Cause shall not be effective unless and until Employee fails to cure within the applicable cure period.

Notwithstanding the foregoing, no notice or cure period shall be required only in cases of (i) conviction of a felony

involving fraud, theft, or violence; (ii) willful and material misconduct that results in substantial harm to the Company; or (iii) embezzlement or intentional misappropriation of Company funds or property. The Board’s determination

that an act or omission is not reasonably capable of cure shall be made in good faith, based on reasonable grounds, and shall be set forth in writing.

(d) By the Company Without Cause. The Company may terminate this Agreement for no reason or any reason other than death,

Inability to Perform, or for Cause by providing written notice to the Employee that the Company is terminating the Agreement without Cause.

EMPLOYMENT AGREEMENT

PAGE 4

(e) Effect of a Change of Control. This Agreement shall terminate

immediately if, upon a Change of Control (defined below), the Employee is not retained by the Company or its successor (whether direct or indirect, by purchase of assets, merger, consolidation, exchange of securities, amalgamation, arrangement or

otherwise) to all or substantially all of the business and/or assets of the Company (a “Successor”) on substantially the same terms and conditions as set out in this Agreement, and/or any such Successor does not, by agreement in

form and substance satisfactory to the Employee, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For the purposes

of this Agreement, a “Change of Control” will mean (i) the date of the consummation of a merger or consolidation of the Company with any other corporation that has been approved by the stockholders of the Company, other than

a merger or consolidation that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more

than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) the date of the consummation of the sale or

disposition by the Company of all or substantially all (i.e., at fifty percent (50%)) of the Company’s assets.

(f)

By the Employee For Any Reason. The Employee may terminate this Agreement for no reason or any reason by providing at least 120 days’ written notice to the Company that the Employee is terminating the Agreement.

(g) Non-Renewal of Agreement. If the Company elects not to

renew this Agreement pursuant to Section 4(b), such non-renewal shall be deemed a termination of this Agreement by the Company without Cause under

Section 6(d). In such event, the Employee shall be entitled to receive the Accrued Obligations in accordance with Section 7(a) and the Separation Benefits in accordance with

Section 7(b), subject to the conditions set forth in Section 8. For the avoidance of doubt, a non-renewal by the Company shall have the same effect

and consequence as if the Company had affirmatively terminated this Agreement without Cause.

(h) Expiration of

Term. This Agreement shall automatically terminate upon the expiration of the Term in accordance with Section 4.

(i) Termination Date. For purposes of this Agreement, the “Termination Date” shall mean (i) if

this Agreement is terminated because of the Employee’s death, the date of death, (ii) if this Agreement is terminated because of the Employee’s Inability to Perform, the date the Company notifies the Employee of the termination,

(iii) if this Agreement is terminated by the Company for Cause, by the Company without Cause, or by the Employee for any reason, the applicable effective date of such termination, and (iv) if this Agreement is terminated due to expiration

of the Term, the last day of the Term.

(j) Resignation. Effective as of the Termination Date and regardless of the

reason for the termination, Employee will automatically resign from any and all of Employee’s director, officer and other positions with the Company and its affiliates, including, without limitation, as a member of the board of directors of

the Company. Employee will execute such additional documents reasonably requested by the Company to evidence the foregoing resignations but no additional action by the parties will be required to effectuate such resignations.

7. Payments and Benefits Due Upon Termination of Agreement.

(a) Accrued Obligations. Upon any termination of this Agreement, the Company shall have no further obligation to the

Employee as of the

EMPLOYMENT AGREEMENT

PAGE 5

Termination Date only if such payment is required under the Company’s vacation policy or applicable law, (iv) payment to the Employee of any approved

but un-reimbursed business expenses incurred through the Termination Date in accordance with applicable Company policy and this Agreement, and (v) if applicable, the Separation Benefits (as defined

below). The payments and benefits just described in (i)-(iv) shall constitute the “Accrued Obligations” and shall be paid when due under this Agreement, the Company’s plans and policies, and applicable law.

(b) Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance

with Subsection 6(d) or due to a Change of Control in accordance with Subsection 6(e), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued

Obligations to Employee in accordance with Subsection 7(a) and shall provide the following Separation Benefits to the Employee (collectively, the “Separation Benefits”): (i) an amount in cash equal to two and a

half (2.5) times the Employee’s Base Salary; (ii) an Incentive Bonus equal to ten percent (10%) of the realized profits that the Company has received in cash from Investment Assets from January 1st of the year of termination through the termination date; and (iii) an amount equal to eighteen (18) months of the premium the Employee would be required to pay for health continuation

Employee and his eligible dependents as in effect immediately prior to the Termination Date. The Separation Benefits shall be paid in a lump-sum payment, subject to all statutory deductions and

authorized withholdings, payable on (or within ten (10) days following) the date the Release described in Section 8 becomes effective and irrevocable.

8. Conditions on Receipt of Separation Benefits.

(a) Compliance with Restrictive Covenants and Execution and

Non- Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company’s payment to the Employee of the Separation Benefits is subject to

the conditions that (i) the Employee fully complies with all applicable restrictive covenants under Sections 9-11 of this Agreement; and (ii) within 55 days after

(b) Separation from Service Requirement. Notwithstanding any other provision of this Agreement, the Employee shall be

Treasury Regulation Section 1.409A-1(h).

9. Confidential Information.

(a) Scope and Definition of Confidential Information. The Employee acknowledges that the Company has developed

EMPLOYMENT AGREEMENT

PAGE 6

and services, inventions, computer programs, computer processes, computer codes, software, website structure and content, databases, formulae, designs, compilations of information, data,

proprietary processes, and know-how related to operations; financial information, including margins, earnings, accounts payable, and accounts receivable; business information, including business

plans, expansion plans, business proposals, pending projects, pending proposals, sales data, and contracts; advertising information, including costs and strategies; customer information, including customer contacts, customer lists, customer

identities, customer preferences and needs, customer purchasing or service terms, and specially negotiated terms with customers; supplier information, including supplier lists, supplier identities, contact information, capabilities, services,

prices, costs, and specially negotiated terms with suppliers; information about future plans, including marketing strategies, target markets, promotions, sales plans, projects and proposals, research and development, and new materials research;

inventory information, including quality-control procedures, inventory ordering practices, inventory lists, and inventory storage and shipping methods; information regarding personnel and employment policies and practices, including employee lists,

contact information, performance information, compensation data and incentive information (including any bonus or commission plan terms), benefits, and training programs; and information regarding independent contractors and subcontractors,

including independent contractor and subcontractor lists, contact information, compensation, and agreements. Confidential Information shall also include all information contained in any manual or electronic document or file created by the Company or

its affiliates and provided or made available to Employee. Confidential Information shall not include any information in the public domain, through no disclosure or wrongful act of Employee, to such an extent as to be readily available to

competitors.

(b) Agreement to Provide Confidential Information to the Employee. In exchange for the

Employee’s promises in this Agreement, the Company agrees during the Term to provide the Employee with access to previously undisclosed Confidential Information related to his duties, responsibilities, and authorities.

Company, and immediately upon termination of this Agreement, regardless of the reason for such termination, the Employee shall return to the Company all property of the Company in his possession or under his control, including without limitation all

Confidential Information.

(d) Agreement not to Use or Disclose Confidential Information

in Unauthorized Manner. The Employee acknowledges and agrees that (i) due to its Business, the Company will continue to develop new and additional Confidential Information after the Effective Date that has not been

previously disclosed to him; (ii) all Confidential Information is considered confidential and proprietary to the Company; and (iii) he has no right, other than under this Agreement, to receive any Confidential Information. The Employee

shall at all times hold in strictest confidence, and shall not disclose or use, any Confidential Information (regardless of whether received before or after the Effective Date) except for the Company’s exclusive benefit in the ordinary course

of performing his duties, responsibilities, and authorities under this Agreement, and otherwise only with the prior written consent of the Board. The Employee shall promptly advise the Board in writing of any unauthorized release or use of any

Confidential Information, and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, being furnished with, disclosing, or using any Confidential Information. Without limiting the generality of

the foregoing: (A) nothing in this Agreement prohibits or restricts Employee (or Employee’s attorney) from communicating with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other applicable

regulatory authority regarding a possible securities law violation; and (B) nothing in this Agreement prohibits or restricts Employee from exercising protected rights, including without limitation those rights granted under Section 7 of

the National Labor Relations Act, or otherwise disclosing information as permitted by applicable law, regulation, or order.

EMPLOYMENT AGREEMENT

PAGE 7

10.

Non-Solicitation Restrictive Covenants.

(a)

Acknowledgment of Competitive Business. The Employee acknowledges and agrees that (i) the Company’s Business is highly competitive; (ii) he is entitled by virtue of his position of trust and confidence with the Company and his

duties, responsibilities, and authorities under this Agreement to access Confidential Information which could be used by competitors of the Company in a manner that would irreparably harm its competitive position in the marketplace; (iii) he

will be responsible under this Agreement and as the Company’s trusted representative for developing and continuing valuable business relationships and goodwill on behalf of the Company with its most important customers, suppliers, and

employees; (iv) he could call on such relationships, goodwill, and Confidential Information if he competed against the Company to gain an unfair competitive advantage that would irreparably harm the Company; and (v) the goodwill and

Confidential Information the Employee will develop and receive pursuant to this Agreement will enhance his reputation in the Company’s Business and increase his earning capacity.

(b) Acknowledgment of Need for Protection. The Employee further acknowledges and agrees that it would be impossible for

other legitimate business interests.

limitation through any family member or Affiliate) (i) serve as an officer, director, consultant, independent contractor, subcontractor, employee, or in any other capacity similar to the capacity in which the Employee served the Company, for

any person or entity that provides products or services that directly or indirectly compete with the Company’s products or services in the ISR uranium business in the United States, and any other country in which the Company sold its products

during the Term (the “Restricted Area”); or (ii) solicit, canvass, or accept business for any person or entity in the Restricted Area that provides products or services that directly or indirectly compete with the

Company’s products or services in the ISR uranium business. Nothing in this section shall prohibit Employee from holding publicly traded securities or performing services outside of the ISR uranium business.

(d) Covenant not to Solicit. Beginning on the Effective Date and continuing for 12 months after the termination of the

Employee’s employment with the Company, regardless of the reason for such termination the Employee shall not directly or indirectly, on behalf of himself or any third party (including without limitation through any family member or affiliate),

(i) solicit, encourage, facilitate, or induce any customer of the Company; person or entity who was a customer of the Company at any time in the two-year period preceding the solicitation,

encouragement, facilitation, or inducement; any of the Company’s prospective customers; or any of the Company’s vendors, suppliers, advertisers, agents, sales representatives, employees, independent contractors, subcontractors,

consultants, or licensees, to breach any agreement or contract with, or discontinue or curtail his, her, or its business relationships with, the Company; or (ii) solicit, hire, or otherwise engage as an employee, independent contractor, or

otherwise, any person or non-employee service provider who is an employee or non-employee service provider of the Company or was an employee or non-employee service provider of the Company at any time in the one-year period preceding the proposed solicitation, hiring, or engagement.

or about whom or which the Employee received Confidential Information.

EMPLOYMENT AGREEMENT

PAGE 8

(e) Permitted Exceptions. The Employee shall be permitted without

violating Subsections 2(b), 2(d), 10(c) or 10(d) of this Agreement to make passive personal investments in securities that are registered on a national stock exchange if the aggregate amount owned by him and

all family members and affiliates does not exceed 4.99% of such company’s outstanding securities if listed in the US and not to exceed 9.99% if listed on non-US exchanges as long as (i) these

activities do not prevent the Employee from fulfilling his duties, responsibilities, and authorities under this Agreement, and (ii) the Employee fully complies with his otherwise applicable obligations under this Agreement. Additionally

Employee is hereby notified that the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a

trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected

not disclose the trade secret, except pursuant to court order.

11. Inventions. Any and all Confidential Information and other

discoveries, inventions, improvements, trade secrets (as defined by applicable law), know-how, works of authorship, or other intellectual property conceived, created, written, developed, or first

12. Duties of Confidentiality and Loyalty Under the Common Law. The Employee’s obligations under this Agreement shall supplement,

rather than supplant, his common-law duties of confidentiality and loyalty owed to the Company.

13. Survival and Enforcement of Covenants; Remedies.

(b) Enforcement of Covenants. The Employee acknowledges and agrees that his covenants in Sections

9 and 10 are ancillary to the otherwise enforceable agreements by the Company under Section 9 to provide him with previously undisclosed Confidential Information and by him not to

agrees that, if at some later date, a court of competent jurisdiction determines that any of the covenants in Sections 9-11 are unreasonable, any such covenants shall be

reformed by the court and enforced to the maximum extent permitted under applicable law.

EMPLOYMENT AGREEMENT

PAGE 9

Employee of any of his covenants in Sections 9, 10, or 11, the Company shall be irreparably damaged in amounts difficult to ascertain and therefore entitled to equitable relief (without the need to post a bond or

prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages, which it may

incur as a result of such breach, violation, or threatened breach or violation. The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the

pursuit of one of such remedies at any time shall not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation, or as to any other breach,

violation, or threatened breach or violation. If the Employee breaches any of his covenants in Section 10, the time periods pertaining to such covenants shall also be suspended and shall not run in favor of him from

the time he first breached such covenants until the time when he ceases such breach. The Employee irrevocably waives any right to challenge the validity or enforceability of his covenants

under Sections 9, 10, or 11. Notwithstanding anything to the contrary in this Agreement, the Company may amend the provisions of these Sections 9, 10,

or 11 without the approval of the Employee or any other person in any manner that would not impose additional or greater restrictions on the Employee. Without limiting the foregoing, the Company may amend the provisions

of Sections 9, 10, or 11 without the approval of the Employee or any other person to provide for less restrictive limitations as to time, geographical area, or scope of activity to be restrained. Any such

less restrictive limitations may, in the Company’s sole discretion, apply only with respect to the enforcement of this Agreement in certain jurisdictions specified in any such amendment. At the request of the Company, the Employee shall

consent to any such amendment and shall execute and deliver to the Company a counterpart signature page to such amendment.

14.

Assignment and Successors and Assigns. The Employee’s duties, responsibilities, and authorities under this Agreement are personal to him and shall not be assigned to any person or entity without written consent from the Board. The

Company shall assign this Agreement to any affiliate or successor of its Business. In the event of the Employee’s death, this Agreement shall be enforceable by his estate, executors, or legal representatives. This Agreement shall be binding

upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns.

15.

Waiver of Right to Jury Trial. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EACH PARTY SHALL, AND HEREBY DOES, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION AGAINST

THE OTHER PARTY OR ITS AFFILIATES, INCLUDING ANY ARISING OUT OF OR RELATING TO THE EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, THE TERMINATION OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHER ALLEGED BREACH OR ENFORCEMENT).

16. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning its subject

matters and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to such subject matters, including the Legacy Agreements, which are hereby superseded and made null and void.

The Employee acknowledges and agrees that the Company has not made any promise or representation to him concerning this Agreement not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any prior oral or written

statement or representation by the Company but is instead relying solely on his own judgment and his legal and tax advisors, if any.

17.

Amendment. This Agreement shall not be amended except by an instrument in writing signed by an authorized representative of the party against whom such amendment is sought to be enforced. Notwithstanding the previous sentence, the Company may

modify or amend this Agreement in its sole discretion at any time without further consent of the Employee in any manner necessary to comply with applicable law and regulations or the listing or other requirements of any stock exchange upon which the

Company is listed. No modification or amendment may be enforced against the Company unless such modification or amendment is in writing and approved in writing by the Board.

EMPLOYMENT AGREEMENT

PAGE 10

18. Waiver. The waiver by either party of a breach of any term of this Agreement

shall not operate or be construed as a waiver of a subsequent breach of the same provision by either party or of the breach of any other term or provision of this Agreement.

19. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent

applicable law.

20. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The parties hereby irrevocably consent to the binding and exclusive venue for any dispute, controversy, claim, or cause of action

between them arising out of or related to this Agreement being in the state or federal court of competent jurisdiction that regularly conducts proceedings or has jurisdiction in Dallas County, Texas. Nothing in this Agreement, however, precludes

either party from seeking to remove a civil action from any state court to federal court.

21. Counterparts. This Agreement may be

executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. The delivery of this Agreement in the form of a clearly legible facsimile or electronically

scanned version by e-mail shall have the same force and effect as delivery of the originally executed document.

22. Code Section 409A.

(a) Code Section 409A. The parties intend for all payments provided to the Employee under this

entitlement to a series of separate payments.

(b) Specified Employee Postponement. Notwithstanding the previous

market (or otherwise) and the Employee is a “specified employee” (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee’s Separation from

Section 409A Payment Date. The “Section 409A Payment Date” is the earlier of (i) the date of the Employee’s death or (ii) the date that is six months and one day after the

method has been prescribed for such purpose by the Company.

(c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a “deferral of

compensation” within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where

applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement,

or in- kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in

EMPLOYMENT AGREEMENT

PAGE 11

23. Right to Consult an Attorney and Tax Advisor. Notwithstanding any contrary

provision in this Agreement, Employee shall be solely responsible for any risk that the tax treatment of all or part of any payments provided by this Agreement may be affected by Code Section 409A, which may impose significant adverse tax

consequences on him, including accelerated taxation, a 20% additional tax, and interest. The Employee therefore has the right, and is encouraged by this paragraph, to consult with a tax advisor of his choice before signing this Agreement. The

Employee is also encouraged by this paragraph to consult with an attorney of his choice before signing this Agreement.

24.

Representations of the Employee. The Employee represents and warrants that (a) he has not previously assumed any obligations inconsistent with those in this Agreement; (b) his execution of this Agreement, and his employment with the

Company, shall not violate any other contract or obligation between the Employee and any former employer or other third party; and (c) during the Term, he shall not use or disclose to anyone within the Company or its subsidiaries any

proprietary information or trade secrets of any former employer or other third party. The Employee further represents and warrants that he has entered into this Agreement pursuant to his own initiative and that the Company did not induce him to

execute this Agreement in contravention of any existing commitments. The Employee further acknowledges that the Company has entered into this Agreement in reliance upon the foregoing representations of the Employee.

25. Third-Party Beneficiaries. The Company’s Affiliates are intended to be third-party beneficiaries of this Agreement and

therefore may enforce this Agreement.

26. Survival. The following provisions shall survive the termination of Employee’s

employment and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination: Section 7 (“Payments and Benefits Due Upon Termination of Agreement”),

Section 8 (“Conditions on Receipt of Separation Benefits”), Section 9 (“Confidential Information”), Section 10 (“Non-Solicitation Restrictive Covenants”), Section 11 (“Inventions”), Section 12 (“Duties of Confidentiality and Loyalty Under

the Common Law”), Section 13 (“Survival and Enforcement of Covenants; Remedies”), Section 15 (“Waiver of Right to Jury Trial”),

Section 16 (“Entire Agreement”), Section 17 (“Amendment”), Section 18 (“Waiver”),

Section 19 (“Severability”), Section 20 (“Governing Law; Venue”), Section 21 (“Counterparts”),

Section 22 (“Code Section 409A”), Section 24 (“Representations of the Employee”), Section 25

(“Third-Party Beneficiaries”), and Section 26 (“Survival”).

[Signature

Page Follows]

EMPLOYMENT AGREEMENT

PAGE 12

AGREED as of the Effective Date:

ENCORE ENERGY CORP.

EMPLOYEE

By:

/s/ Robbie W. Hudson Jr.

By:

/s/ William M. Sheriff

Name:

Robbie W. Hudson Jr.

William M. Sheriff

Title:

General Counsel and Secretary

Date Signed: April 20, 2026

EMPLOYMENT AGREEMENT

PAGE 13

EX-10.3

Filename: d124166dex103.htm · Sequence: 4

EX-10.3

Exhibit 10.3

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to this Restricted Stock Unit Award Agreement (this “Agreement”) and the Award Schedule enclosed herewith, enCore

Energy Corp., a British Columbia, Canada corporation (the “Company”) has granted to the participant named on the Award Schedule (the “Participant”), the right to receive an award of restricted stock units

(“Restricted Stock Units” or “RSUs”) with respect to the number of shares of Stock (the “Shares”) as indicated on the Award Schedule, pursuant to the enCore Energy Corp. 2024 Long Term

Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

WHEREAS, the Company has adopted the Plan to grant Awards from time to time to certain Eligible Recipients; and

WHEREAS, the Participant is an Eligible Recipient as contemplated by the Plan, and the Committee has determined that it is in the

interest of the Company to make this grant to the Participant.

NOW, THEREFORE, in consideration of the premises and subject to the

terms and conditions set forth herein and in the Plan, the parties hereto agree as follows:

1. Grant and Vesting of the Restricted

Stock Units.

(a) Shares Subject to Award. As of the Grant Date as set forth in the Award Schedule, the Participant will be

credited with the number of Restricted Stock Units set forth in the Award Schedule, subject to the terms and conditions set forth in this Agreement, the Award Schedule, and the Plan. Each Restricted Stock Unit is a notional amount that represents

the right to receive one Share, if and when the Restricted Stock Unit vests.

(b) Vesting. The Restricted Stock Units shall vest in

accordance with the Vesting Schedule set forth in the Award Schedule, subject to the terms and conditions of the Plan and this Agreement. Unless otherwise provided herein, the Participant remains in continuous service with the Company or an

Affiliate thereof, as applicable (“Service”), from the Grant Date through each applicable Vesting Date. Notwithstanding anything herein to the contrary, no Restricted Stock Unit shall vest prior to the date on which a registration

statement on Form S-8 with respect to the Shares has been filed. For the avoidance of doubt, if the Participant incurs a change in status from an employee to a

non-employee director of the Company or an Affiliate before the Restricted Stock Units have vested, such change in status alone shall not constitute a termination of Service for purposes of this Award.

2. Rights as a Stockholder.

(a) Unless and until a Restricted Stock Unit has vested and the Share underlying it has been distributed to the Participant, the Participant

will not be entitled to vote in respect of that Restricted Stock Unit or that Share.

3. Termination of Service; Breach of Restrictive Covenants.

(a) Termination for Cause. In the event that the Participant’s Service terminates for Cause (as such term is defined in that

certain Employment Agreement by and between the Company and the Participant), all unvested Restricted Stock Units held by the Participant shall forfeit and be cancelled immediately and the Company will have the right to recover any Shares paid with

respect to any Restricted Stock Units that have vested, or the cash value thereof if such Shares have been sold, from the Participant.

(b) Termination Without Cause. In the event that the Participant’s Service is terminated without Cause and not within two years

following a Change in Control, a pro rata portion of the unvested Restricted Stock Units held by the Participant as of the date of such termination shall vest on the next vesting date. The pro rata portion shall be determined by multiplying the

number of Restricted Stock Units that would otherwise vest on the next vesting date following the date of such termination by a fraction, the numerator of which is the number of days elapsed from the immediately preceding vesting date (or, if no

vesting date has yet occurred, the Grant Date) through and including the date of termination, and the denominator of which is 365. All remaining unvested Restricted Stock Units shall be forfeited as of the date of such termination.

(c) Change in Control. In the event that the Participant’s Service terminates without Cause within two years following a Change

in Control, all unvested Restricted Stock Units held by the Participant as of the date of such termination shall vest on the date of such termination.

(d) Termination Due to Death or Disability. In the event that the Participant’s Service terminates due to the Participant’s

death or Disability, any Restricted Stock Units that are not then vested shall immediately accelerate and become fully vested. “Disability” means a permanent and total disability as defined in Section 22(e)(3) of the Internal

Revenue Code of 1986, as amended.

(e) Breach of Restrictive Covenants. In the event that the Participant breaches any written

restrictive covenant agreement with the Company or an Affiliate thereof (whether prior to or after the termination of the Participant’s Service), all unvested Restricted Stock Units held by the Participant shall forfeit and be cancelled

immediately and the Company will have the right to recover any Shares paid with respect to any Restricted Stock Units that have vested, or the cash value thereof if such Shares have been sold, from the Participant.

4. Timing and Form of Payment. Once a Restricted Stock Unit vests, the Participant will be entitled to receive a

Share in its place, subject to the satisfaction of applicable tax obligations. Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit.

5. Tax Withholding; Authorization of Mandatory Sale to Satisfy Tax

Obligation. The Company or any Affiliate thereof shall, in accordance with Section 10 of the Plan, have the power to withhold, or require the Participant to remit to the Company or such Affiliate thereof, an

amount sufficient to satisfy the federal, state, and local withholding tax requirements, both domestic and foreign, relating to such transaction, and the Company or such Affiliate thereof may defer payment of the Restricted Stock Units until such

requirements are satisfied. Any amount withheld may not exceed the maximum statutory withholding rate.

6. Nontransferability of the Restricted Stock Units. The

Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the

Committee shall establish, to a permitted transferee.

7. Beneficiary Designation. The Participant may from

time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior

designations by the Participant, shall be in a form reasonably prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.

8. Adjustments. The Shares subject to the Restricted Stock Units may be adjusted in any manner as contemplated by

Section 8 of the Plan.

9. Requirements of Law. The issuance of Shares following vesting of the

Restricted Stock Units shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon vesting of any portion of

the Restricted Stock Units granted hereunder, if such issuance would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

10. No Guarantee of Continued Service. Nothing in the Plan or in this Agreement shall interfere with or limit in

any way the right of the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right to continued Service.

11. No Rights as a Stockholder. Except as provided in Section 2 above or as otherwise

required by law, the Participant shall not have any rights as a stockholder with respect to any Shares covered by the Restricted Stock Units granted hereunder prior to the date on which he or she is recorded as the holder of those Shares on the

records of the Company.

12. Interpretation; Construction. Any determination or interpretation by the

Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan,

the terms of the Plan shall control.

13. Miscellaneous.

(a) Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this

Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, mailed, certified or registered mail with postage prepaid, sent by next-day or overnight mail or delivery, or

sent by fax, as follows:

(i) If to the Company:

enCore Energy Corp.

13355 Noel

Road, Suite 1700

Dallas, TX 75240

Attention: General Counsel

(ii)

If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in

writing to the Company. All such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (A) if by personal delivery on the day after such delivery, (B) if by certified or registered

mail, on the fifth business day after the mailing thereof, (C) if by next-day or overnight mail or delivery, on the day delivered, or (D) if by fax, on the day delivered, provided that such

delivery is confirmed.

(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the

parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or

assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d) Waiver. Either party hereto may by written notice to the other (i) extend the time for the performance of any of the

obligations or other actions of the other under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other contained in this Agreement and (iii) waive or modify performance of any of the obligations of the

other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party, shall be deemed to constitute a waiver by the

party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of

any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to

exercise the same at any subsequent time or times hereunder.

(e) Entire Agreement; Amendment. This Agreement, together with

the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter (provided, that this

Agreement shall not supersede any written employment agreement or other written agreement between the Company and the Participant, including, but not limited to, any written restrictive covenant agreements). This Agreement may be amended as provided

in the Plan. Unless otherwise provided in the Plan, this Agreement and the Award Schedule may not be modified, amended or revised except in a writing signed by the Participant and a duly authorized officer of the Company.

(f) Severability. If any provision of this Agreement or the application of any such

provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances

other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

(g) Code Section 409A Compliance. The Restricted Stock Units are intended to be exempt from or comply with the

requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and this Agreement shall be interpreted accordingly. Notwithstanding any provision of this Agreement, to

the extent that the Committee determines that any portion of the Restricted Stock Units granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything

to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Restricted Stock Units in order to cause such portion of the Restricted Stock Units to

either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(h) Applicable Law.

This Agreement shall be governed by and construed in accordance with the laws of Delaware, without giving effect to principles of conflicts of law of such state.

(i) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or

counterclaim arising out of or relating to this Agreement.

(j) Section and Other Headings. The sections and other headings

contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

(l) Erroneously Awarded Compensation. Notwithstanding any provision in the Plan or in this Agreement to the contrary, this Award shall

be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection

Act, or to comport with good corporate governance practices.

(m) Electronic Acceptance and Delivery. If the Participant does not

take action to decline their Award within thirty (30) days following the Grant Date (the “Acceptance Deadline”), the Participant will automatically be deemed to have accepted the Award and the terms and conditions set

forth in this Agreement and the Plan. By executing this Agreement, the Participant hereby consents to the delivery of information (including information required to be delivered to the Participant pursuant to applicable securities laws)

regarding the Company, the Plan, the Restricted Stock Units and the Shares via Company website or other electronic delivery.

(n) Acknowledgement. The Participant acknowledges that the Participant (a) has

received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions.

[Signature Page Follows]

ENCORE ENERGY CORP.

PARTICIPANT

By:

Signature

Title:

[Signature Page to Restricted Stock Unit Award Agreement]

EX-10.4

Filename: d124166dex104.htm · Sequence: 5

EX-10.4

Exhibit 10.4

ENCORE ENERGY CORP

2024 LONG TERM INCENTIVE PLAN

PERFORMANCE STOCK UNIT AWARD AGREEMENT

Pursuant to this Performance Stock Unit Award Agreement (this “Agreement”) and the Award Schedule enclosed herewith, enCore

(“Performance Stock Units” or “PSUs”) with respect to the number of shares of Stock (the “Shares”) as indicated on the Award Schedule, pursuant to the enCore Energy Corp. 2024 Long Term

Incentive Plan, as in effect and as amended from time to time (the “Plan”). This Award is subject to the achievement of performance goals over a defined performance period as set forth in this Agreement and Exhibit A.

Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

WHEREAS, the Company has

adopted the Plan to grant Awards from time to time to certain Eligible Recipients; and

WHEREAS, the Participant is an Eligible

Recipient as contemplated by the Plan, and the Committee has determined that it is in the interest of the Company to make this grant to the Participant.

NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties

hereto agree as follows:

1. Grant and Vesting of the Performance Stock Units.

(a) Shares Subject to Award. As of the Grant Date as set forth in the Award Schedule, the Participant will be credited with the number

of Performance Stock Units set forth in the Award Schedule, subject to the terms and conditions set forth in this Agreement, the Award Schedule, and the Plan. Each Performance Stock Unit is a notional amount that represents the right to receive one

Share, if and when the Performance Stock Unit vests.

(b) Vesting. The Performance Stock Units shall vest, if at all, upon the

satisfaction of the performance goals set forth in Exhibit A (the “Performance Goals”) during the performance period also specified therein and subject to the Participant’s continuous service with the Company or an

Affiliate thereof, as applicable (“Service”), from the Grant Date through the last day of the performance period, except as otherwise provided in this Agreement. The number of Performance Stock Units that vests shall be determined

by the Committee following the end of the performance period, based on the level of achievement of the Performance Goals, as certified by the Committee in its sole discretion. As soon as practicable following the completion of the performance

period, the Committee shall determine and certify in writing the extent to which the Performance Goals have been achieved and the number of Performance Stock Units, if any, that have vested. Any Performance Stock Units that do not vest as a result

of failure to achieve the Performance Goals shall be immediately forfeited.

Notwithstanding anything herein to the contrary, no Performance Stock Unit shall vest prior

to the date on which a registration statement on Form S-8 with respect to the Shares has been filed. For the avoidance of doubt, if the Participant incurs a change in status from an employee to a non-employee director of the Company or an Affiliate before the Performance Stock Units have vested, such change in status alone shall not constitute a termination of Service for purposes of this Award.

2. Rights as a Stockholder. Unless and until a Performance Stock Unit has vested and the Share underlying it has been

distributed to the Participant, the Participant will not be entitled to vote in respect of that Performance Stock Unit or that Share.

3. Termination of Service; Breach of Restrictive Covenants.

(a) Termination for Cause. In the event that the Participant’s Service terminates for Cause (as such term is defined in that

certain Employment Agreement by and between the Company and the Participant), all unvested Performance Stock Units held by the Participant shall forfeit and be cancelled immediately and the Company will have the right to recover any Shares paid with

respect to any Performance Stock Units that have vested, or the cash value thereof if such Shares have been sold, from the Participant.

(b) Termination Without Cause. In the event that the Participant’s Service terminates without Cause one (1) or more years

after the Grant Date and not within two years following a Change in Control, a pro rata portion of the unvested Performance Stock Units held by the Participant as of the date of such termination shall remain eligible to vest based on actual

performance determined at the end of the Performance Period. The pro rata portion shall be determined by multiplying the number of Performance Stock Units earned, if any, at the end of the Performance Period by a fraction, the numerator of which is

the number of days elapsed from the beginning of the Performance Period through and including the date of termination, and the denominator of which is the total number of days in the Performance Period and shall be settled (to the extent earned and

vested) at the same time as settled under Section 4 for similarly situated employees of the Company. All remaining unvested Performance Stock Units shall be forfeited as of the date of such termination.

(c) Change in Control. In the event that the Participant’s Service terminates without Cause within two (2) years following a

Change in Control, all unvested Performance Stock Units held by the Participant as of the date of such termination shall vest based on the greater of: (i) target performance and (ii) actual performance as of the date of such termination,

extrapolated through the remainder of the Performance Period.

(d) Termination Due to Death or Disability. In the event that the

Participant’s Service terminates due to the Participant’s death or Disability, any Performance Stock Units that are not then vested shall immediately accelerate and become vested at 100% at target performance levels.

“Disability” means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(e) Breach of Restrictive Covenants. In the event that the Participant breaches any

written restrictive covenant agreement with the Company or an Affiliate thereof (whether prior to or after the termination of the Participant’s Service), all unvested Performance Stock Units held by the Participant shall forfeit and be

cancelled immediately and the Company will have the right to recover any Shares paid with respect to any Performance Stock Units that have vested, or the cash value thereof if such Shares have been sold, from the Participant.

4. Timing and Form of Payment. Once the Committee has certified the level of achievement of the Performance Goals

following the performance period, the Participant will be entitled to receive a Share in settlement of each vested Performance Stock Unit, subject to the satisfaction of applicable tax obligations. Delivery of the Share will be made as soon as

administratively feasible following the vesting of the associated Performance Stock Unit. Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have

full legal and beneficial ownership of the Shares at that time. Notwithstanding the foregoing, any Performance Stock Units that vest under Section 2(c) or (d) above, shall be settled within sixty (60) days of the date such Performance

Stock Units vested.

5. Tax Withholding. The Company or any Affiliate thereof shall, in accordance with

Section 10 of the Plan, have the power to withhold, or require the Participant to remit to the Company or such Affiliate thereof, in an amount sufficient to satisfy the federal, state, and local withholding tax requirements, both domestic and

foreign, relating to such transaction, and the Company or such Affiliate thereof may defer payment of the Performance Stock Units until such requirements are satisfied. Any amount withheld may not exceed the maximum statutory withholding rate.

6. Nontransferability of the Performance Stock Units. The Performance Stock Units granted hereunder may not be sold,

transferred, pledged, assigned, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the Committee shall establish, to a permitted transferee.

7. Beneficiary Designation. The Participant may from time to time name any beneficiary or beneficiaries (who may be named

contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior designations by the Participant, shall be in a form reasonably prescribed by the

Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.

Adjustments. The Shares subject to the Performance Stock Units may be adjusted in any manner as contemplated by Section 8 of the Plan.

9. Requirements of Law. The issuance of Shares following vesting of the Performance Stock Units shall be subject to all

applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon vesting of any portion of the Performance Stock Units granted hereunder,

if such issuance would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

10. No Guarantee of Continued Service. Nothing in the Plan or in this

Agreement shall interfere with or limit in any way the right of the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right to continued Service.

11. No Rights as a Stockholder. Except as provided in Section 2 above or as otherwise required by law, the

Participant shall not have any rights as a stockholder with respect to any Shares covered by the Performance Stock Units granted hereunder prior to the date on which he or she is recorded as the holder of those Shares on the records of the Company.

12. Interpretation; Construction. Any determination or interpretation by the Committee under or pursuant to this

Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

13. Miscellaneous.

(a) Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this

sent by fax, as follows:

(i) If to the Company:

enCore Energy Corp.

13355 Noel

Road, Suite 1700

Dallas, TX 75240

Attention: General Counsel

(ii)

If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in

mail, on the fifth business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day delivered, or (C) if by fax, on the day delivered, provided that such

delivery is confirmed.

(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties

to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any

legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d) Waiver. Either party hereto may by written notice to the other (i) extend

the time for the performance of any of the obligations or other actions of the other under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other contained in this Agreement and (iii) waive or modify

performance of any of the obligations of the other under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of either party,

shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by either party hereto of a breach of any provision of this Agreement

shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by either party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be

deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

(e) Entire Agreement;

Amendment. This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect

to such subject matter (provided, that this Agreement shall not supersede any written employment agreement or other written agreement between the Company and the Participant, including, but not limited to, any written restrictive covenant

agreements). This Agreement may be amended as provided in the Plan. Unless otherwise provided in the Plan, this Agreement and the Award Schedule may not be modified, amended or revised except in a writing signed by the Participant and a duly

authorized officer of the Company.

(f) Severability. If any provision of this Agreement or the application of any such provision

to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than

those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

(g) Code Section 409A Compliance. The Performance Stock Units are intended to be exempt from or comply with the requirements of

Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and this Agreement shall be interpreted accordingly. Notwithstanding any provision of this Agreement, to the extent that the Committee

determines that any portion of the Performance Stock Units granted under this Agreement is subject to Code Section 409A and fails to comply with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in

the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Performance Stock Units in order to cause such portion of the Performance Stock Units to either not be subject to Code

Section 409A or to comply with the applicable provisions of such section.

(h) Applicable Law. This Agreement shall be

governed by and construed in accordance with the laws of Delaware, without giving effect to principles of conflicts of law of such state.

(i) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all

right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

(j) Section and Other

Headings. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(k) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all

of which together shall be deemed to be one and the same instrument.

(l) Erroneously Awarded Compensation. Notwithstanding any

provision in the Plan or in this Agreement to the contrary, this Award shall be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including,

without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices.

(m) Electronic Acceptance and Delivery. If the Participant does not take action to decline their Award within thirty (30) days

following the Grant Date (the “Acceptance Deadline”), the Participant will automatically be deemed to have accepted the Award and the terms and conditions set forth in this Agreement and the Plan. By executing this

Agreement, the Participant hereby consents to the delivery of information (including information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company, the Plan, the Performance Stock Units and the

Shares via Company website or other electronic delivery.

(n) Acknowledgement. The Participant acknowledges that the Participant

(a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and

conditions.

[Signature Page Follows]

ENCORE ENERGY CORP.

PARTICIPANT

By:

Signature

Title:

[Signature Page to Performance Stock Unit Award Agreement]

EX-10.5

Filename: d124166dex105.htm · Sequence: 6

EX-10.5

Exhibit 10.5

ENCORE ENERGY CORP.

2024 LONG TERM INCENTIVE PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

As reflected in the Award Schedule enclosed herewith, enCore Energy Corp. (the “Company”) has granted the participant named

on the Award Schedule (the “Participant”) an option (the “Option”) under its 2024 Long Term Incentive Plan (the “Plan”) to purchase the number of shares of Stock of the Company (the

“Shares”) at the purchase price per Share stated on the Award Schedule (the “Exercise Price”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the meanings

set forth in the Plan. The terms of the Option as specified in the Award Schedule and this Agreement constitute the Participant’s Award Agreement under the Plan.

The general terms and conditions applicable to Participant’s Option are as follows:

1. Kind of Option. This Option is intended to meet the requirements of an Incentive Stock Option.

2. Vesting of the Option. Subject to the terms and conditions of the Plan and this Stock Option Award Agreement

(the “Agreement”), Participant’s Option will be exercisable with respect to Shares that have or will become vested in accordance with the schedule set forth in the Award Schedule. Notwithstanding anything herein to the

contrary, no portion of the Option shall become exercisable prior to the date on which a registration statement on Form S-8 with respect to the Shares has been filed. The treatment of Participant’s

Option upon various termination events is set forth in Section 5 below.

3. Term.

The Grant Date shall be the date listed on the Award Schedule. Participant’s Option will expire at 5:00 p.m. local time in Vancouver, British Columbia on the date that is five (5) years after the Grant Date (the “Expiration

Date”). Notwithstanding the foregoing, Participant’s Option will expire earlier if Participant’s service terminates, as described below.

4. Exercise of Option. Participant may generally exercise the vested portion of the Option for whole Shares at any

time during its term. In order to exercise the Option, the Participant shall submit a notice of their intent to exercise, in the form approved by the Committee, together with a method of cash payment as approved by the Committee in an amount equal

to the aggregate of the Exercise Price of the Shares in respect of which the Option is being exercised; provided, however, if approved by the Committee, Participant may also be eligible to exercise the Option by Net Exercise (for

Nonqualified Stock Options only), Cashless Exercise or another approved procedure. Shares shall then be issued by the Company and a Share certificate delivered to the Participant (or, if the Shares are not certificated, the Participant’s name

as record owner of the Shares shall be reflected in the books and records of the Company); provided, however, that the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the

provisions of any applicable law.

5. Impact of Participant’s Termination of

Continuous Service on Vesting and Exercisability. Upon termination of the Participant’s continuous service with the Company, the Participant’s right to exercise the Option will be subject to the following rules:

(a) Any Termination Impact on Vesting. In the event that the Participant’s service terminates for any reason, any portion of the

Option held by the Participant that is not then vested and exercisable shall terminate and be cancelled immediately upon such termination of service.

(b) Special Impact on Vesting and Exercisability.

(i) Termination due to Death. In the event that the Participant’s service is terminated by reason of the

Participant’s death, any then-unvested portion of the Option shall become fully vested and the Option may be exercised by the Participant or the Participant’s beneficiary (as designated in accordance with the Plan) at any time during

(A) the one (1) year period following the Participant’s termination of service, or (B) the Expiration Date of the Option, whichever period is shorter. In either case, the Option shall terminate immediately thereafter. The

Participant’s beneficiary (as designated in accordance with the Plan) may make a claim for their entitlement to any portion of the deceased Participant’s outstanding Option, provided such claim must be made to the Company within one

(1) year of the Participant’s death.

(ii) Termination due to Disability. In the event that the

Participant’s service is terminated by reason of the Participant’s Disability, any then-unvested portion of the Option shall become fully vested and the Option may be exercised by the Participant at any time during (A) the one

(1) year period following the Participant’s termination of service, or (B) the Expiration Date of the Option, whichever period is shorter. In either case, the Option shall terminate immediately thereafter.

“Disability” means a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).

(iii) Termination for Cause. If Participant’s continuous service is terminated for Cause by the Company or an

Affiliate, the Participant’s Option will cease being exercisable as of the Participant’s service termination date. “Cause” shall have the meaning assigned to such term in any Company or Affiliate unexpired employment,

severance, or similar agreement with a Participant, or if no such agreement exists or if such agreement does not define “Cause” (or a word of like import), Cause means (A) the Participant’s breach of fiduciary duty or duty of

loyalty to the Company, (B) the Participant’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (C) the Participant’s failure, refusal or neglect to perform and discharge his or her

duties and responsibilities on behalf of the Company or an Affiliate (other than by reason of Disability) or to comply with any lawful directive of the Board or its designee, (D) the Participant’s breach of any written policy of the

Company or Affiliate thereof (including, without limitation,

those relating to sexual harassment or the disclosure or misuse of confidential information), (E) the Participant’s breach of any agreement with the Company or Affiliate (including, without

limitation, any confidentiality, non-competition, non-solicitation or assignment of inventions agreement), (F) the Participant’s commission of fraud, dishonesty,

theft, embezzlement, self-dealing, misappropriation or other malfeasance against the business of the Company or an Affiliate, or (G) the Participant’s commission of acts or omissions constituting gross negligence or gross misconduct in

the performance of any aspect of his or her lawful duties or responsibilities, which have or may be expected to have an adverse effect on the Company or an Affiliate. A Participant’s employment shall be deemed to have terminated for

“Cause” if, on the date his or her employment terminates, facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances are discovered within three (3) months

following such termination. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

(iv) Change in Control. In the event that the Participant’s service terminates without Cause within two

(2) years following a Change in Control, the unvested portion of the Option held by the Participant as of the date of such termination shall vest on the date of such termination and the Option shall be exercisable until the earlier of ninety

(90) days following the termination or the Expiration Date.

(v) Other Termination of Service. In the event

that the Participant’s service terminates for any reason other than those set forth in Sections 5(b)(i) through (iv), any then-vested portion of the Option may be exercised by the Participant at any time during (A) the

ninety (90) day period following the Participant’s termination of service, or (B) the Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.

(vi) Special Rules for Incentive Stock Options. To obtain the federal income tax advantages associated with an Incentive

Stock Option, the Code requires that at all times beginning on the Grant Date of each Option and ending on the day three (3) months before the date of each Option’s exercise, the Participant must be an employee of the Company or an

Affiliate, except in the event of the Participant’s death or Disability. If the Company provides for the extended exercisability of an Option under certain circumstances for a Participant’s benefit, the Option will not necessarily be

treated as an Incentive Stock Option if the Participant exercises the Option more than three (3) months after the date the Participant’s employment terminates.

6. Withholding Obligation. As further provided in Section 10 of the Plan: (a) a Participant may not

exercise their Option unless the applicable tax withholding obligations are satisfied, (b) the Company shall not be required to issue Shares or to recognize the disposition of such shares until any withholding tax obligations that arise by

reason of exercise or settlement of the Option are satisfied, and (c) at the time the Participant exercises their Option, in whole or in part, or at any time thereafter as requested by the Company, the Participant hereby authorizes

withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by means of a “cashless exercise” pursuant to

a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in

connection with the exercise of the Participant’s Option in accordance with the withholding procedures established by the Company. Accordingly, the Participant may not be able to exercise their Option even though the Option is vested, and the

Company shall have no obligation to issue Shares subject to the Participant’s Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with an Option was

greater than the amount actually withheld by the Company, the Participant agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

7. Incentive Stock Option. This Section 7 applies if an Option is intended to qualify as

an Incentive Stock Option within the meaning of Code Section 422. To the extent that the aggregate Fair Market Value (determined on the Grant Date) of the Shares with respect to which Incentive Stock Options are exercisable for the first time

by a Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as

Nonqualified Stock Options. The Participant understands that in order to obtain the benefits of an Incentive Stock Option, no sale or other disposition may be made of Shares for which Incentive Stock Option treatment is desired within one

(1) year following the date of exercise of the Option or within two (2) years from the Grant Date. The Participant understands and agrees that the Company shall not be liable or responsible for any additional tax liability the Participant

incurs in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an Incentive Stock Option within the meaning of the Code. The Participant must notify the Company in writing within fifteen

(15) days after the date of any disposition of any of the Shares issued upon exercise of an Option that occurs within two (2) years after the date of their Option grant or within one (1) year after such Shares are transferred upon

exercise of their Option. The Participant also agrees to provide the Company with any information concerning any such dispositions as the Company requires for tax purposes.

8. Nontransferability of Awards. The Option granted hereunder may not be sold, transferred, pledged, assigned,

encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to the Option granted to the Participant hereunder shall be exercisable during his or her lifetime only by such

Participant. Following the Participant’s death, all rights with respect to the Option that were exercisable at the time of the Participant’s death and have not terminated shall be exercised by his or her designated beneficiary, his or

her estate, subject to the terms of the Plan.

9. Adjustments. The Shares subject to the Option may be

adjusted in any manner as contemplated by Section 8 of the Plan.

10. No Liability for Taxes. As a

condition to accepting the Option, the Participant hereby (a) agrees to not make any claim against the Company, or any of its officers, directors, employees or Affiliates related to tax liabilities arising from the Option or other Company

compensation and (b) acknowledges that the Participant was advised to consult with their own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily

declined to do so.

11. Requirements of Law. The issuance of Shares pursuant to the

Option shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall be issued upon exercise of any portion of the Option

granted hereunder, if such exercise would result in a violation of applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

12. No Guarantee of Service. Nothing in this Agreement shall interfere with or limit in any way the right of the

Company or an Affiliate thereof, the Board or its stockholders to terminate the Participant’s service at any time or confer upon the Participant any right to continued service.

13. No Rights as Stockholder. The Participant will not have any of the rights of a stockholder with respect to any

Shares unless and until the Company has issued or transferred such Shares to the Participant after the exercise of the Option. As a condition to the Company’s obligation to issue or transfer Shares to the Participant after the exercise of the

Option, the Participant shall have paid in full for the Shares as to which he or she exercised the Option.

14.

Interpretation; Construction. Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as otherwise expressly provided in the

Plan, in the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

15. Amendments. The Committee may, in its sole discretion, at any time and from time to time, alter or amend this

Agreement and the terms and conditions of the unvested portion of any Option (but not any vested portion of an Option) in whole or in part, including without limitation, amending the criteria for vesting set forth in the Award Schedule and

Section 2 hereof, substituting alternative vesting and exercisability criteria and imposing certain blackout periods on Options; provided that such alteration, amendment, suspension or termination shall not

adversely alter or impair the rights of the Participant under the Option without the Participant’s consent. The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as

practicable after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

16. Erroneously Awarded Compensation. Notwithstanding any provision in the Plan or in this Agreement to the

contrary, this Award shall be subject to any compensation recovery and/or recoupment policy that may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street

Reform and Consumer Protection Act, or to comport with good corporate governance practices.

17. Miscellaneous.

(a) Notices. All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this

sent by fax, as follows:

(i)

If to the Company:

enCore Energy Corp.

13355 Noel

Road, Suite 1700

Dallas, TX 75240

Attention: General Counsel

(ii)

If to the Participant, to the Participant’s last known home address,

or to such other person or address as any party shall specify by notice in writing to the Company. All such notices, requests, demands, letters, waivers and

other communications shall be deemed to have been received (A) if by personal delivery on the day after such delivery, (B) if by certified or registered mail, on the fifth business day after the mailing thereof, (C) if by next-day or overnight mail or delivery, on the day delivered, or (D) if by fax, on the day delivered, provided that such delivery is confirmed.

(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their

respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right,

remedy or claim under or in respect of any agreement or any provision contained herein.

Agreement does not guarantee the Participant the right to or expectation of future Awards under the Plan or any future plan adopted by the Company.

(d) Waiver. No waiver of any provision of this Agreement will constitute or be deemed to constitute a waiver of any other provision of

this Agreement, nor will any such waiver constitute a continuing waiver unless otherwise expressly provided.

(e) Entire Agreement.

This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such

subject matter. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the meanings set forth in the Plan.

(f) Code Section 409A Compliance. This Option is intended to be exempt from the requirements of Code

Section 409A and this Agreement shall be interpreted accordingly. To the extent that the Committee determines that any portion of the Option granted under this Agreement is subject to Code Section 409A and fails to comply with the

requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the Committee reserves the right to amend, restructure, terminate or replace such portion of the Option in order to cause

such portion of the Option to either not be subject to Code Section 409A or to comply with the applicable provisions of such section.

(g) Applicable Law. This Agreement shall be governed by and construed in accordance

with the laws of Delaware, without giving effect to principles of conflicts of law of such state.

(h) Waiver of Jury Trial. Each

of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

(i) Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall

not affect the meaning or interpretation of this Agreement.

(j) Counterparts; Electronic Signature. This Agreement may be executed

in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The facsimile, email or other electronically delivered signatures of the parties shall be

deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals.

(k) Electronic Acceptance and Delivery. If the Participant does not take action to decline their Award within thirty (30) days

Company website or other electronic delivery.

(l) Acceptance. The Participant hereby acknowledges receipt of a copy of the Award

Schedule, the Plan, and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions thereof. The Participant acknowledges that there may be adverse tax

consequences upon the vesting or exercise of the Option or disposition of the Shares received upon exercise of the Option and that the Participant has been advised to consult a tax advisor prior to such vesting, exercise or disposition.

[Signature Page Follows]

ENCORE ENERGY CORP.

PARTICIPANT

By:

Signature

Title:

[Signature Page to Incentive Stock Option Award Agreement]

EX-99.1

Filename: d124166dex991.htm · Sequence: 7

EX-99.1

Exhibit 99.1

NEWS RELEASE

NASDAQ:EU

TSXV:EU

April 20, 2026

www.encoreuranium.com

enCore Energy Appoints Richard Little as Chief Executive Officer; William M. Sheriff Returns as Executive

Chair

DALLAS, April 20, 2026 - enCore Energy Corp. (NASDAQ: EU) (TSXV: EU) (the “Company” or

“enCore”), America’s Clean Energy Company™, announced today that the independent members of its Board of Directors have unanimously voted to appoint Richard

H. Little as Chief Executive Officer, replacing Robert Willette, effective immediately. Mr. Little will also join the Company’s Board of Directors, effective immediately. enCore Founder and former Executive Chair, William M. Sheriff,

has agreed to the Board’s request for his immediate return as Executive Chair.

The Company will host a Corporate Update conference call on

Thursday, April 23rd, 2026 at 11 AM ET. To join please visit: https://app.webinar.net/OlMrE49n2DW.

enCore’s Board is

committed to a program of corporate renewal to recapture the Company’s earlier momentum and industry leadership and improve operating performance, as follows:

•

A shareholder-friendly commitment to more fulsome shareholder communications encompassing disclosure of technical

information, project developments and strategic objectives;

•

An immediate focus on cost management and efficiency across the organization;

•

Dedicated commitment to securing necessary permits in a more timely manner;

•

Aggressive development of the Company’s premier long-life assets; and

•

A renewed commitment to accretive mergers and acquisitions.

“Achieving our goals takes an intense management focus and strong commitment to a clear vision and path forward,” said Mark Pelizza,

enCore’s Lead Independent Director. “With William Sheriff’s proven vision and guidance, combined with Richard Little’s strong track record as a seasoned operator who focuses on execution and operational rigor, enCore will be

better positioned to deliver a more disciplined approach to maximizing shareholder returns. As Directors, we are committed not only to focusing on our oversight of operations but also on providing shareholders with timely disclosure. We renew our

commitment to transparency and superior shareholder communications as our new management works towards the realization of exceptional potential at Dewey Burdock and the Alta Mesa East.”

Chief Executive Officer Rich Little stated “after assessing enCore’s current operations and comparing them to my own experience, I believe I can

add value by cutting costs and driving efficiencies with the goal of becoming a more profitable and successful organization. The asset base is excellent, but there is room to be more efficient while focusing on all aspects of the business; from

exploration and drilling through delivering product to our valued customers. I see a strong growth profile that can be accelerated in the current environment. Disciplined execution, focus on the vision, strengthening operational performance and

creating value for shareholders will be my priorities.” Mr. Little further noted “the domestic uranium industry continues to experience permitting delays, and enCore is no exception. Timely permitting is critical to achieving production

goals and the CEO needs to be personally involved in the permitting effort, helping regulators to expedite our requirements after years of relatively low industry activity levels. Many of these challenges will be resolved in the coming months

through the persistent/accelerated efforts of the government agencies in concert with enCore’s dedicated staff.”

“I am honored to return to the position of Executive Chair in conjunction with this transition in

corporate leadership,” said William Sheriff, enCore’s founder. “Rich brings the hands-on operating experience with public companies that enCore needs to lead in the domestic uranium sector.

His background in the natural gas industry is exactly what enCore needs to carry us through the challenges of permitting, lowering costs across the board, increasing operational efficiencies and aggressively developing the Company’s premier

assets—Alta Mesa East and Dewey Burdock.”

The Company thanks Mr. Willette for his service and wishes him success in future endeavors.

Richard H. Little, Chief Executive Officer and Director

Richard Little brings over 30 years of industry and public company experience primarily focused on enhancing production, well performance, operational

efficiency, acquisitions and divestitures. His career in the resource industry highlights a result-oriented management style.

Mr. Little previously

served as the Chief Executive Officer of Fury Resources, Inc., established to evaluate acquisitions. Prior to this, he served as the Chief Executive Officer of Ajax Resources, LLC where he engineered the sale of substantially all of its assets in

the Northern Midland Basin to Diamondback Energy, Inc. for a total consideration of $1.24 billion. Following this transaction, Mr. Little served as Chief Executive Officer of Halcon Resources specifically to negotiate a pre-packaged bankruptcy to clear the company of over $750 million in debt. He then reorganized the company to include a new management and operations team and relisted on the NYSE in February 2020 as Battalion

Oil where he served for three years.

About enCore Energy Corp.

enCore Energy Corp., America’s Clean Energy Company™, is committed to providing clean,

reliable, and affordable fuel for domestic nuclear energy. The enCore team is led by industry experts with extensive knowledge and experience in all aspects of uranium In-Situ Recovery (“ISR”)

operations and the nuclear fuel cycle. enCore solely utilizes ISR for uranium extraction, a well-known and proven technology co-developed by the leaders at enCore Energy.

Building on enCore’s demonstrated success in South Texas, future major projects in enCore’s planned project pipeline include the expansion of Alta

Mesa to include Alta Mesa East property, the Dewey Burdock Project in South Dakota and the Gas Hills Project in Wyoming. The Company holds other assets, including non-core assets and proprietary databases.

enCore is committed to working with local communities and indigenous governments to create positive impact from corporate projects.

Contact:

William M. Sheriff

Executive Chairman

972.333.2214

info@encoreuranium.com

www.encoreuranium.com

Cautionary Note Regarding

Forward Looking Statements:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management’s current expectations, assumptions and beliefs. Forward-looking statements can often be

identified by such words as “anticipates”, “will”, “may”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”,

“continue”, “potential”, and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, or

“will” be taken.

Forward-looking statements and information that are not statements of historical fact include, but are not limited

to, any statements regarding future expectations, beliefs, goals or prospects and statements regarding the management transition and Company operations under new management. All such forward-looking statements are not guarantees of future results

and forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control or predict, that could cause actual results to differ materially from those expressed in any

forward-looking statement.

A number of important factors could cause actual results or events to differ materially from those indicated or implied

by such forward-looking statements, including the availability of materials and equipment; timeliness of government approvals and unanticipated environmental impacts on operations; litigation risks; risks posed by the economic and political

environments in which the Company operates and intends to operate; the failure to adequately manage future growth; adverse market conditions; the failure to satisfy ongoing regulatory requirements and factors relating to forward-looking statements

listed above which include risks as disclosed in the Company’s filings on SEDAR+ and with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form

10-Q, management discussion and analysis and annual information form. Should one or more

of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned,

anticipated, believed, estimated or expected. The Company assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by the

Company with the respective securities commissions which are available online at www.sec.gov and www.sedarplus.ca.

Forward-looking statements are

provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking

statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of

preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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