Exhibit 10.1
SECOND AMENDMENT
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.
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, 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.
AMENDMENT
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:
