Exhibit 10.43
CHANGE OF CONTROL SEVERANCE
AGREEMENT
This Change of Control Severance
Agreement is entered into between GENERAL MOLY, INC. , a
Delaware corporation (the “ Company ”) and
Gregory E. McClain (“ Employee ”) to be
effective as of March 9, 2009 (the “ Effective
Date ”). Certain capitalized terms used in this
Agreement are defined in Section 4 below.
RECITALS
A.
The Company has retained Employee to
perform services that are important to the long-term success of the
Company.
B.
The Board of Directors of the
Company believes that it is in the best interests of the Company
and its shareholders to provide Employee with enhanced financial
security and sufficient encouragement to remain with the Company
during this stage of the Company’s operations notwithstanding
the employment uncertainties related to a possible Change of
Control of the Company.
C.
By execution of this Agreement,
Employee and the Company agree that this Agreement contains the
entire agreement between the parties hereto and supersedes all
prior agreements (oral or written), negotiations and discussions
between the Company and Employee regarding the obligations of the
Company upon a Change of Control of the Company.
AGREEMENT
In consideration of the foregoing
and the mutual promises and covenants set forth below, the parties
agree as follows:
1.
Term of Agreement.
The term of this Agreement
shall commence as of the Effective Date and shall terminate
automatically on the earlier of (a) December 31, 2011 or
(b) the date Employee terminates employment with the Company
(the “ Term ”) unless the parties, prior to the
end of the Term, enter into a written agreement renewing or
extending this Agreement.
2.
Severance Pay. If a Change of Control
event occurs, and as a result of the closing of the Change of
Control, or during the one-year period following the closing of the
Change of Control (i) the Company (or its successor)
terminates Employee’s employment without Cause or
(ii) Employee terminates employment for Good Reason during
such one-year period, Employee will be entitled to Severance
Pay. To be entitled to Severance Pay, Employee must first
execute a binding termination release agreement in a form specified
by the Company. Severance Pay will be in addition to any
accrued but unpaid salary or vacation earned through the date of
Employee’s termination.
The amount of Employee’s
Severance Pay will be determined as the sum of (a) an amount
equal to two (2) times Employee’s annual base salary (as
in effect immediately prior to the closing of the Change of
Control), plus (b) an amount equal to 100% of Employee’s
target annual bonus for one year (as in effect immediately prior to
the closing of the Change of Control), if any, less applicable
withholdings. In addition, all outstanding stock-based
awards
