Exhibit 10.8
FIRST AMENDMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment to Amended and
Restated Employment Agreement is entered into between GENERAL
MOLY, INC. , a Delaware corporation (the “ Company
”) and BRUCE D. HANSEN (“ Hansen ”
or “ Executive ”) to be effective as of
January 1, 2009.
RECITALS
A.
Effective as of September 13, 2007, Idaho General
Mines, Inc., the predecessor to the Company, and Executive
entered into an Amended and Restated Employment Agreement (the
“ Agreement ”).
B.
The Agreement must be amended to comply with the requirements for
nonqualified deferred compensation arrangements under
Section 409A of the Internal Revenue Code of 1986, as amended,
the final Treasury Regulations thereunder and other applicable
guidance (“ Section 409A ”).
C.
Executive and the Company desire to amend the Agreement in a manner
consistent with Section 409A.
AMENDMENT
1.
Section 2.2(a) (without Cause) is hereby amended to add
the following at the end:
The severance payment provided under
this subsection 2.2(a) shall be paid in a lump sum, on a date
determined by the Company, within 60 days following
Executive’s separation from service, except as required by
Section 2.5.
2.
Section 2.2(e) (Change of Control) is hereby amended to
add the following sentence after the second sentence:
The Base Compensation amount and, if
applicable, cash incentive award amount, provided under this
subsection 2.2(e) shall be paid in a lump sum, on a date
determined by the Company, within 60 days following
Executive’s separation from service within two years
following the effective date of the closing of the Change of
Control event, provided such event also constitutes a “change
in control” event for purposes of Treasury Regulation
Section 1.409A-3(i)(5) otherwise, such payment shall be
made in a lump sum, on a date determined by the Company, within 60
days following Executive’s separation from service after the
effective date of the closing of the Change of Control, except as
required by Section 2.5.
3.
Section 2.4 (Good Reason) is hereby amended as
follows:
a.
To insert the following sentence after the first
sentence:
The severance payment provided under
this Section 2.4 shall be paid in a lump sum, on a date
determined by the Company, within 60 days following
Executive’s separation fr
