Exhibit 10.10
FIRST AMENDMENT
EMPLOYMENT AGREEMENT
This First Amendment to Employment
Agreement is entered into between GENERAL MOLY, INC. , a
Delaware corporation (the “ Company ”) and
DAVID A. CHAPUT (“ Chaput ” or “
Executive ”) to be effective as of January 1,
2009.
RECITALS
A.
Effective as of April 25, 2007,
Idaho General Mines, Inc., the predecessor to the Company, and
Executive entered into an 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
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 from service, except as required by
Section 2.5.
b.
To insert the following
sent
