Exhibit 10.45


 


WAIVER
AND RELEASE


 


I.                                         RECITALS


 


A.                                   Andrew J.
Russell (hereinafter referred to as “Employee”) is employed by General Moly, Inc.
(formerly, Idaho General Mines, Inc.) (hereinafter referred to as “Employer.”)  Employee and Employer are desirous of
terminating their employment relationship effective August 1, 2008, in an
amicable manner under the terms of this Waiver and Release.


 


B.                                     This Waiver and
Release sets forth below the terms and conditions of an amicable settlement and
a full accord and satisfaction of all claims and controversies between Employee
and Employer.  Neither party admits to
any wrongful conduct by entering this release, and each party specifically
denies such.


 


C.                                     This Waiver and
Release is executed in conjunction with the termination of Employee’s
employment, but the scope of this Waiver and Release is broader than that.  The parties intend to settle by this Waiver
and Release all matters between them relating to or arising out of events
occurring up to the date of this Waiver and Release, and any and all events
between them during the term of this agreement.


 


D.                                    The parties are
mindful of the “Amended and Restated Employment Agreement,” (“Employment
Agreement”) between the parties, with an effective date of January 30,
2007.  The terms of this Waiver and
Release will be effective and will take priority over the terms of the
Employment Agreement to the extent terms of the Employment Agreement are
inconsistent with the terms of this Waiver and Release.


 


II.                                     COVENANTS


 


A.                                   Employer agrees
to pay Employee $200,000.00, in accordance with the conditions specified in
this Section II.A.:


 

















 


1.                                       Employee will
be paid $100,000 upon the date both parties have signed this Waiver and
Release, and Employee has  returned to
Employer all property owned by Employer including by not limited to all
computers, cell phone, credit cards and keys.


 


2.                                       Employee will
be paid $50,000 30 days after the date in II.A.1. above, provided that Employee
has complied with the requirements in II.A.4. below.


 


3.                                       Employee will
be paid $50,000 on December 31, 2008, provided that Employee has complied
with the requirements in II.A.4., below.


 


4.                                       Employee agrees
that he will make his best efforts to assist in the orderly transition of
projects or other matters for which he was responsible at the time of his
resignation.  Employee has provided to
Employer, a Transition Document indicating the projects or matters for which he
was responsible, their status, and any requirements remaining for their
satisfactory completion.  Employee will
also identify any employees in the Company with whom he is working and those
individuals from outside the Company who are participating in the project or
matter.  The parties agree that the aim
of this section is to ensure the orderly continuation of the Company’s
work.  Employee agrees to cooperate with
Company for any clarification requests following submittal of the Transition
Document .  After his resignation from
the Company is effective, Employee also agrees that he will provide the Company
upon its request information or other assistance within the areas of his
responsibilities while employed by the Company. 
Specifically, Employee agrees to perform services for Employer, with
respect to a water rights hearing currently scheduled for October, 2008 (“the
Water Rights Hearing”).  Employee agrees
that he will cooperate fully with Employer’s representatives in all aspects of
the Water Rights Hearing.  Employee also
agrees to use his best efforts to prepare for and assist in the Employer’s preparation
for the Water Rights Hearing, and to provide truthful testimony on areas
currently disclosed by Employer and consistent with the Employer’s position in
its disclosed filings.  Employee further
agrees to assist the Employer’s preparation for the Valenti termination case
and to participate as a witness for Employer in any legal proceedings if
requested without the need for a subpoena. 
If the water rights hearing and the Valenti termination case  extend beyond the time anticipated, and
require assistance by Employee exceeding two (2) weeks of total time, the
parties agree to work toward a mutually agreeable resolution for fair
compensation to


 


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employee.  Employee will be reimbursed for travel and other
expenses directly related to performing any services that are requested for or
on behalf of Employer after the termination of Employee, pursuant to the terms
of this agreement.


 


B.                                     Employee has a
stock option grant to purchase 30,000 shares of common stock in the Company at
a price of $2.10 per share.  These
options are scheduled to vest on August 16, 2008.  Upon the effective date of this agreement,
these options will be fully vested. 
Employee will have one year from his date of termination to exercise
these options, pursuant to the terms of the 2006 Equity Incentive Plan.


 


C.                                     The payments
described in II.A. above, are in settlement of any claims, except any claim
that Employee has for reimbursement for business-related expenses, (which will
be paid in accordance with Employer’s normal corporate reimbursement policies),
and as the entire payment for all claims that might have been brought in any
lawsuit or in any state or federal judicial or administrative forum up to the
date of the execution of this Waiver and Release, including any claims for
attorneys’ fees and costs.  The Employer
shall apply appropriate withholdings against these amounts.


 


D.                                    In
consideration of the payment by Employer to Employee of the sum described in
paragraph II.A., and II.C above, and the stock options provided for in
paragraph II.B., Employee, individually and on behalf of his successors, heirs,
and assigns, hereby forever releases, remises, waives, acquits, and discharges
Employer, together with any and all parent corporations of Employer and their
respective subsidiaries, successors, predecessors, assigns, directors,
officers, shareholders, supervisors, employees, attorneys, agents, insurers,
and representatives, from any and all actions, causes of action, claims,
demands, losses, damages, costs, attorneys’ fees, judgments, liens,
indebtedness, and liabilities whatsoever, known or unknown, suspected or
unsuspected, past or present, arising from or relating or attributable to
Employee’s employment by Employer, the termination of said employment, Employee’s
subsequent search for other employment to the date of this Waiver and Release,
and without limiting the generality of the foregoing, from any and all matters
asserted, or which could have been asserted, in any state or federal judicial
or administrative forum, up to the date of this Waiver and Release,
specifically, but not by way of limitation, including claims under the Fair


 


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Labor Standards Act, as
amended, the National Labor Relations Act, as amended, Title VII of the Civil
Rights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, as
amended, the Age Discrimination in Employment Act, as amended, the Americans
with Disabilities Act, the Rehabilitation Act of 1973, as amended, the Civil
Rights Act of 1991, the Family and Medical Leave Act, the Employee Retirement
Income Security Act of 1974, any state civil rights act, any state statutory
claim, including wage and hour claims, and any claim of wrongful discharge,
tort or contract arising out of the common law of any state.  Employee agrees not to pursue any claims he
may have for pain and suffering, intentional infliction of emotional distress,
or similar claims.  Nevertheless, the
parties agree that Employee is not releasing any claim he has for reimbursement
of business-related expenses, which will be paid in accordance with Employer’s
normal corporate reimbursement policies. 
Likewise Employer on its behalf, and on behalf of any and all parent
corporations, and their respective subsidiary corporations, hereby forever
releases, remises, waives, acquits, and discharges Employee and his successors,
assigns, or agents from any and all actions, causes of action, claims, demands,
losses, damages, costs, attorneys’ fees, judgments, liens, indebtedness, and
liabilities whatsoever, known or unknown, suspected or unsuspected, past or
present, arising from or relating or attributable to Employee’s employment by
Employer, the termination of said employment, Employee’s subsequent search for
other employment to the date of this Waiver and Release, and, without limiting
the generality of the foregoing, specifically from any and all matters asserted
or which could have been asserted in any lawsuit, up to the date of this Waiver
and Release.


 


E.                                      Employee hereby
covenants and warrants that he has not assigned or transferred to any person
any portion of any claims which are released, remised, waived, acquitted, and
discharged in paragraph II.D. above.


 


F.                                      Employee agrees
to waive reinstatement to employment with Employer.


 


G.                                     Employer will
not contest any application Employee makes for unemployment compensation, but
Employer will answer truthfully any questions asked by any agency concerning
Employee and makes no guarantee concerning Employee’s eligibility for
unemployment compensation.


 


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H.                                    Employee
expressly agrees to keep the substance of negotiations and conditions of the
settlement, and the terms and substance of this Waiver and Release, strictly
confidential. With the exception of immediate family, tax advisors, and
attorneys, Employee further agrees that he will not communicate (orally or in
writing) or in any way disclose the substance of negotiations and conditions of
the settlement, and the terms or substance of this Waiver and Release to any
person, judicial or administrative agency or body, business entity or
association, or anyone else, for any reason whatsoever, without the prior
express written consent of Employer, unless compelled to do so by law.  It is understood that Employer may make
disclosure of the terms of this Agreement as may be required by federal or
state law or applicable SEC or stock exchange requirements, and to those with a
business need to know and Employer shall be fully and solely responsible for
the content of the disclosure.  It is
also expressly agreed that this confidentiality provision is an essential
provision of this Waiver and Release.


 


I.                                         Employee
recognizes and restates his agreement to the provisions contained in Section 6
of his Employment Agreement concerning Restrictive Covenants dealing with
Non-Solicitation and Non-Competition.


 


J.                                        Employee
acknowledges that information, observations, and data obtained by Employee,
during his employment with Employer concerning the business or affairs of
Employer, constitute confidential information, are trade secrets, are the
property of Employer, and are essential and confidential components of Employer’s
business.  Employee will not at any time,
either during or after employment with Employer, directly or indirectly
disclose to any person or use any of such information, observations or data,
except as authorized by the Employer’s CEO in writing.


 


K.                                    Immediately
upon termination of Employee’s employment with Employer, Employee will deliver
to Employer all memoranda, notes, plans, records, reports, and other documents
and information provided to Employee by Employer or created by Employee in
connection with Employee’s employment with Employer, and all copies of all such
documents in any form, tangible or electronic, that Employee may then possess
or have under Employee’s control, and will destroy all of such information in
intangible form that is in Employee’s possession or under Employee’s control.


 


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L.                                      Apart from the
payment described in paragraph II.A. above, which Employee will receive upon
the effective date of this Waiver and Release, each party will bear its own
costs and attorneys’ fees.


 


M.                                 This Waiver and
Release sets forth the complete agreement between the parties.  No other covenants or representations have
been made or relied on by the parties, and no other consideration, other than
that set forth herein, is due between the parties.  Specifically, but without limiting the scope
of the foregoing, no payment of money between the parties is due in any way, in
any amount, or on account of any claim, including attorneys’ fees, other than
the sum described in paragraph II.A. above.


 


N.                                    Employee
represents that he has read this Waiver and Release and understands each of its
terms.  Employee further represents that
no representations, promises, agreements, stipulations, or statements have been
made by Employer, or its parent corporation or their respective subsidiaries,
successors, predecessors, assigns, directors, officers, employees,
shareholders, supervisors, agents, attorneys, insurers, or representatives to
induce this settlement, beyond those contained herein.  Employee further represents that he voluntarily
signs this Waiver and Release as his own free act.


 


O.                                    If any
provision of this Waiver and Release should be declared to be unenforceable by
any administrative agency or court of law, the remainder of the Waiver and
Release shall remain in full force and effect, and shall be binding upon the
parties hereto as if the invalidated provision were not part of this Waiver and
Release.


 


P.                                      Colorado law
shall govern the interpretation of this Waiver and Release.


 


Q.                                    This agreement
is entered into by mutual agreement, and, therefore, Employee and Employer both
agree to do their best to preserve and maintain the good reputation of the
other party.  Employee agrees that he
shall not publicly disparage or deprecate Employer, its officers or
employees.  It is expressly understood by
both parties that it would be a violation of this agreement to express orally,
or in writing, or contribute to the dissemination of communications that could
defame or otherwise damage the reputation, value, or assets of the other party.  Employee further agrees that he will make no
public statements concerning the facts


 


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and circumstances
surrounding his employment with Employer, except that he resigned his
employment on terms that were mutually satisfactory to the parties.


 


R.                                     Any dispute
concerning the interpretation of this Waiver and Release, or the parties’
obligations under this Waiver and Release, shall be resolved by final binding
arbitration, under the then-existing rules of the American Arbitration
Association for Resolution of Employment Disputes, in Denver, Colorado.  The arbitrator will be selected pursuant to
the mutual agreement of the parties, and, if the parties are unable to agree,
the arbitrator will be designated by the Chief Judge of the Denver District
Court, State of Colorado (the “Court”). 
Any award rendered by the arbitrator shall be enforced, if necessary, in
the Court.  The arbitrator may award any
relief recognized by Colorado law, which could be awarded by a District Court
of that, including injunctive relief and attorneys’ fees.  The arbitrator shall award reasonable
attorneys’ fees and costs to the prevailing party.


 


S.                                      If a party is
required to initiate an action in court to enforce this Waiver and Release, or to
assert this Waiver and Release as a defense to an action initiated by the other
party, the prevailing party shall be entitled to its costs and attorneys’ fees
from the other party, to the extent such costs and fees are related to the
enforcement of this Waiver and Release or the assertion of it as a defense.


 


T.                                     Employer and
Employee agree that for all purposes, without limitation, including but not
limited to Employee’s entitlement to salary or any benefits of employment with
Employer, Employee’s final date of employment with Employer shall have been August 1,
2008.  Employer and Employee recognize
that this provision is an indispensable portion of this Waiver and Release and
that it is important consideration for Employer’s promise and other consideration
herein.


 


U.                                    Employee
acknowledges that Employer has not provided any advice or opinion to him
regarding potential tax liability for payments made hereunder.  Employee agrees to indemnify Employer and its
insurers against, and hold them harmless from, any and all claims asserted
against, imposed upon or paid, incurred or suffered by Employer or its
insurers, or any of them, as a result of, arising from, in connection with, or
incident to assertion by any taxing authority of tax liability for the payments
made hereunder.


 


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V.                                     This Waiver and
Release is not intended or written to be used, and it cannot be used, by any
taxpayer for the purpose of avoiding penalties that may be imposed on any
taxpayer by the Internal Revenue Service.


 


W.                                This Waiver and
Release may be executed in identical counterparts, which, when considered
together, shall constitute the entire agreement of the parties.


 


X.                                    Employer
acknowledges and agrees that any future employment and/or business relationship
Employee may engage in with Robert L. Russell are expressly allowed by this
Agreement provided such activities do not violate paragraph 6.2b of the
Employment Agreement.


 


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  IN WITNESS THEREOF,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Andrew Russell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ANDREW
  RUSSELL

  



 


 


	
  STATE
  OF ARIZONA

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   ss.

  	
   

  	
   

  
	
  COUNTY
  OF Maricopa

  	
  )

  	
   

  	
   

  	
   

  



 


The
foregoing instrument was acknowledged before me this   01  
day of August, 2008, by Andrew Russell.


 


Witness
my hand and official seal.


 


My
commission expires  10/11/2010.


 


	
  [SEAL]

  	
   

  	
  /s/
  Mary Susan Kennedy

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  



 


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  GENERAL
  MOLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
       Its:
  

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE
  OF ARIZONA

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
   ss.

  	
   

  	
   

  
	
  COUNTY
  OF Jefferson

  	
  )

  	
   

  	
   

  	
   

  
							



 


The
foregoing instrument was acknowledged before me this   4  
day of August, 2008, by Margaret R. Bausano, as Executive Asst.
for General Moly, Inc..


 


Witness
my hand and official seal.


 


My
commission expires  February 8, 2010.


 


 


	
  [SEAL]

  	
   

  	
  /s/
  Margaret R. Bausano

  
	
   

  	
   

  	
  Notary
  Public

  



 


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