This Employee Retention Agreement involves
Title: SECOND AMENDMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Industry: Metal Mining Sector: Basic Materials
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second 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 February 27, 2009.
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, which was subsequently amended effective as of January 1, 2009 (the “ Agreement ”).
B. The Company and Executive now desire to amend the Agreement to extend the term of the Agreement, to revise the definition of and payments related to a Change of Control.
THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth below, the parties agree as follows:
1. Section 2.1 (Term of Agreement) is hereby amended and restated to read in its entirety as follows:
2.1 Subject to the provisions for early termination as hereinafter provided, the term of this Agreement shall commence as of September 13, 2007 and shall terminate automatically on December 31, 2011, (the “ Term ”) unless the parties, prior to the end of the Term, enter into a written agreement renewing or extending this Agreement.
2. Section 2.2(e) (Change of Control) is hereby amended and restated to read in its entirety as follows:
(e) automatically upon a Change of Control, in which event the Company shall pay to Hansen three (3) times his annual Base Compensation, as in effect immediately prior to the closing of the Change of Control (the “ Change of Control Payment ”). Furthermore, the cash incentive award for major financing will be paid, if it has not previously been paid, and all outstanding stock-based equity awards will vest upon the effective date of the closing of the Change of Control event. The Change of Control Payment and, if applicable, the cash incentive award for major financing, shall be paid in a lump sum, on a date determined by the Company, within 60 days 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 § 1.409A-3(i)(5) otherwise, such payment shall be made in a lump sum, on a date determined by the Company (or its successor), 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. For purposes of this Agreement, Change of Control shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (B) the combined voting power of the then-outstanding voting securities of the Compa