Exhibit 10.4


 


GENERAL MOLY, INC.


2006 EQUITY INCENTIVE PLAN


 


FORM OF RESTRICTED STOCK UNIT AGREEMENT


 


The
Compensation Committee of General Moly, Inc. (the “Company”),
granted an award of Restricted Stock Units with the right to receive shares of
the Company’s common stock issued under the 2006 Equity Incentive Plan (the “Plan”),
subject to the terms and conditions set forth in this Notice of Grant and
Restricted Stock Unit Agreement (the “Restricted Stock Units” and the “Agreement”)
to the participant named below (“Participant”).  This Agreement evidences the terms of the
Company’s grant of Restricted Stock Units to Participant.


 


A.                                    NOTICE
OF GRANT


 


	
  Participant Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
                                  ,
  20

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units :

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  Except
  as provided otherwise in this Agreement, subject to the restrictions
  described in the Agreement and Participant’s continuous service as an
  employee of the Company, the Restricted Stock Units shall vest and Participant
  shall be issued the number of Shares equal to the number of Restricted Stock
  Units set forth below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of

  Restricted Stock

  Units

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Additional Terms/Acknowledgements: 
Participant acknowledges receipt of, and understands and agrees to,
this Agreement, Exhibit 1, the Plan and the Plan Summary.  Participant further acknowledges that as of
the Grant Date, this Agreement, Exhibit 1, and the Plan set forth the
entire understanding between Participant and the Company regarding the
Restricted Stock Units and underlying Shares subject to this award and
supersede all prior oral and written agreements on that subject.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative and Participant has executed this Agreement on
the dates set forth below to be effective as of the Grant Date.


 


	
  General
  Moly, Inc.

  	
   

  	
  Participant

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Insert
  Name & Title]

  	
   

  	
   

  	
  [Insert
  Name]

  
	
  Date:

  	
                                                      
      , 20

  	
   

  	
  Date:

  	
                                                        
      , 20

  



 


Attachments:  the Plan and the Plan Summary.


 

















 


B.                                    RESTRICTED
STOCK UNIT AGREEMENT


 


A.                                   The Company is
granting to Participant the number of Restricted Stock Units relating to shares
of the Company’s common stock (“Common Stock”) set forth in the Notice
of Grant pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”),
subject to the terms and conditions set forth herein and in the Plan.


 


B.                                     The Restricted
Stock Units provided for in this Agreement are to be issued as an inducement
for Participant’s continued commitment to serve as an employee of the Company,
and Participant is willing to abide by the obligations imposed hereunder.


 


NOW,
THEREFORE, in consideration of the mutual benefits hereinafter provided, and
each intending to be legally bound, the Company and Participant agree as
follows:


 


1.                                      Issuance of Restricted Stock Units.  Subject to the restrictions,
terms and conditions of this Agreement and the Plan, the Company hereby grants
to Participant the number of Restricted Stock Units (the “Restricted Stock
Units”) set forth in the Notice of Grant, which include the right to be
issued the number of shares of Common Stock equal to the Restricted Stock Units,
subject to the restrictions and vesting conditions set forth in this Agreement
(the “Shares”).  As used in this
Agreement, the term “Shares” refers to the Shares to be issued hereunder
and includes all securities received (i) in replacement of the Shares,
(ii) as a result of stock dividends or stock splits in respect of the
Shares, and (iii) in replacement of the Shares in a recapitalization,
merger, reorganization or the like.


 


2.                                      Delivery.


 


2.1                               Deliveries
by Participant.  Participant
hereby delivers to the Company (i) this Agreement executed by Participant;
and (ii) any other documents deemed necessary by the Company.


 


2.2                               Deliveries
by the Company.  Subject to its
receipt of all of the documents to be executed and delivered by Participant to
the Company under Section 2.1, and upon satisfaction of the conditions set
forth in Section 3 and Section 4 of this Agreement, the Company will
issue Shares in settlement of Vested Restricted Stock Units (as defined below)
in the name of Participant on the books and records of the Company.  At the discretion of the Company, the Company
may issue certificates representing the Shares. 
To the extent the Shares are not represented by certificates, the
Company will provide Participant the notice required by Section 151(f) of the Delaware General
Corporation Law for the issuance of uncertificated shares.


 


3.                                      Repurchase and Vesting.


 


3.1                               Forfeiture.  As of the Grant Date, except
to the extent provided in the Notice of Grant, all of the Restricted Stock
Units are considered “Unvested Restricted Stock Units”, which shall be
restricted and subject to forfeiture. 
The Unvested Restricted Stock Units shall vest as described in the
Vesting Schedule set forth in the Notice of Grant.


 


The
Unvested Restricted Stock Units will continue to vest according the Vesting
Schedule set forth in the Notice of Grant so long as Participant remains an
employee of the Company (Restricted Stock Units that have vested are referred
to herein as “Vested Restricted Stock Units”).  Participant agrees not to sell, assign,
transfer, pledge, hypothecate, or otherwise dispose of, by operation of law or
otherwise, any Restricted Stock Units except as permitted by this
Agreement.  Any Unvested Restricted Stock
Units that have not vested pursuant to the Vesting Schedule set forth in the
Notice of Grant at the time Participant ceases to be an employee of the Company
(by resignation, removal or otherwise, whether or not for cause) shall
automatically be forfeited and Participant shall have no rights therein.


 


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3.2                               Cessation
Date.  In case of
any dispute as to the date that Participant ceases to be an employee of the
Company, such cessation date shall be determined in good faith by the Company’s
Board of Directors.


 


3.3                               Adjustments.  The
number of Restricted Stock Units that are Vested Restricted Stock Units or
Unvested Restricted Stock Units will be equitably adjusted for any stock split,
combination, stock dividend, merger, consolidation, reorganization, recapitalization,
or any other change in corporate structure or other transaction not involving
the receipt of consideration by the Company occurring after the Grant Date.


 


4.                                      Restrictions
on Transfers.  Participant shall not transfer, assign, grant
a lien or security interest in, pledge, hypothecate, encumber, or otherwise
dispose of (collectively, a “Transfer”) any of the Restricted Stock
Units that are subject to forfeiture pursuant to Section 3.


 


5.                                      Rights
as Shareholder.  Subject to the
terms and conditions of this Agreement, within 30 days following each Vesting
Date set forth in the Notice of Grant, Participant shall be issued a number of
Shares equal to the number of Vested Restricted Stock Units that vest on that
Vesting Date and Participant will have all of the rights of a holder of Common
Stock with respect to the Shares from and after the date that Participant
delivers any other documents required by the Company.  Notwithstanding the foregoing, if the
Restricted Stock Units vest as a result of the termination of Participant’s
employment with the Company, then solely to the extent necessary to avoid the
application of an accelerated or additional tax under Section 409A of the
Code, the issuance of Shares or payment of amounts shall be delayed until the
end of the required six month period for a specified employee, if applicable,
as determined under Section 409A of the Code.


 


6.                                      Tax
Consequences.  PARTICIPANT
UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A
RESULT OF PARTICIPANT’S ACQUISITION OR DISPOSITION OF THE RESTRICTED STOCK
UNITS AND THE SHARES.  Participant
acknowledges and agrees that he or she is solely responsible for any and all
taxes that may be assessed by any taxing authority arising in any way from the
award, the grant of the Restricted Stock Units and the issuance of Shares and
that the Company shall not be liable for any such assessments.  The grant of the award, the vesting of the
Restricted Stock Units, and the conversion of the Restricted Stock Units to
Shares, may give rise to taxable income subject to withholding.  Participant expressly acknowledges and agrees
that the Company will automatically withhold from the Shares issuable with
respect to the Restricted Stock Units such number of whole Shares having a
sufficient value to provide for the minimum applicable withholding taxes
required by law in connection with such grant, vesting or issuance and
Participant shall tender payment for any remainder.  Notwithstanding the foregoing, Participant
may satisfy his/her federal, state or local tax withholding obligation by
providing advance notice to the Company and by tendering payment to the Company
for the required tax withholding. 
Participant represents that he or she has consulted any tax adviser(s) that
he or she deems advisable in connection with his grant of the Restricted Stock
Units and acquisition of the Shares.


 


7.                                      Governing
Plan Document.  This
Agreement is subject to all of the provisions of the Plan, which are hereby
made a part of the award evidenced by this Agreement, and is further subject to
all interpretations, amendments, rules and regulations which may from time
to time be promulgated and adopted pursuant to the Plan.


 


8.                                      Compliance
with Laws and Regulations. 
The issuance and transfer of the Shares will be subject to and
conditioned upon compliance by the Company and Participant with all applicable
state and federal laws and regulations and with all applicable requirements of
any stock exchange or automated


 


3

















 


quotation
system on which the Company’s securities may be listed or quoted at the time of
such issuance or transfer.


 


9.                                      Successors
and Assigns.  The Company may
assign any of its rights under this Agreement. 
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the Company.  Subject to the
restrictions on transfer herein set forth, this Agreement will be binding upon
Participant and Participant’s heirs, executors, administrators, successors and
assigns.


 


10.                               Governing
Law; Severability.  This Agreement
will be governed by and construed in accordance with the internal laws of the
State of Delaware, excluding that body of laws pertaining to conflict of
laws.  If any provision of this Agreement
is determined by a court of law to be illegal or unenforceable, then such
provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.


 


11.                               Notices.  Any notice required to be
given or delivered to the Company shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices.  Any notice required to be given or delivered
to Participant hereunder shall be in writing and addressed to Participant at
the last address Participant provided to the Company.  All notices shall be deemed effectively given
upon personal delivery, three (3) days after deposit in the United States
mail by certified or registered mail (return receipt requested), one (1) business
day after its deposit with any return receipt express courier (prepaid), or on
the business day that it is sent by fax to the fax number last provided by
Participant to the Company, but only if (A) the receiving fax device
immediately generates a message, printed by the sending fax device, that
confirms receipt, and (B) receipt of the fax is confirmed by a telephone
call between sender and recipient.


 


12.                               Further
Instruments.  The parties
agree to execute such further instruments and to take such further action as
may be reasonably necessary to carry out the purposes and intent of this
Agreement.


 


13.                               Headings.  The captions and headings of
this Agreement are included for ease of reference only and will be disregarded
in interpreting or construing this Agreement.  All references to Sections will
refer to Sections of this Agreement.


 


14.                               Entire
Agreement.  This Agreement
and the other agreements specifically referenced herein contain the entire
understanding of the parties regarding the subject matter of this Agreement and
such other agreements and supersede all prior and contemporaneous negotiations
and agreements, whether written or oral, between the parties with respect to
the subject matter of this Agreement and such other agreements.


 


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