Exhibit 10.1


 


FORM OF


STAY BONUS AGREEMENT


 


THIS
AGREEMENT is entered into between GENERAL MOLY, INC., (“Company”), whose
mailing address is 1726 Cole Blvd., Suite 115, Lakewood, Denver, CO 80401,
and
                        ,
(“Employee”), whose mailing address is                                      .


 


RECITALS


 


WHEREAS,
Company wishes to have Employee continue his/her employment with Company
through the critical phase of obtaining permitting and construction financing
for, and the construction of, the Mt. Hope mine;


 


WHEREAS,
Employee wishes to continue employment with Company as
                      ;
and


 


WHEREAS,
Company agrees to provide a Stay Bonus to Employee, expressly conditioned upon
the terms and conditions described within this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing recitals and for the covenants and
conditions hereinafter contained, the parties hereto agree as follows:


 


1.             Term
of Agreement.  This
Agreement shall be in effect from
                      
(“Beginning Date”), and end on January 1, 2011 (“End Date”).


 


2.             Value
of Stay Bonus.  If Employee
remains continuously employed as an employee by Company from the Beginning Date
through the End Date, Company shall pay Employee a Stay Bonus in the amount of
$                ,
less applicable withholding for taxes and applicable payroll deductions.  Payment of the Stay Bonus shall be made in a
lump sum on a date determined by the Company within sixty (60) days after the
End Date, except as required by Section 5 regarding compliance with Section 409A.


 


3.             Employment
Status.  This
Agreement is not an employment agreement and does not guarantee Employee
employment with Company for any specific period of time.  Employee shall remain at all times an employee
at will whose employment may be terminated by either party at any time, with or
without cause.


 


4.             Confidentiality.  Employee expressly agrees to keep the
substance and terms of this Agreement 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 terms of this Agreement to
any person without the prior express written consent of Company, unless
compelled to do so by law.  Employee
acknowledges that Company may be 


 


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required
to disclose the terms, and file a copy of, this Agreement pursuant to
applicable securities laws or other legal requirements.


 


5.             Compliance with Section 409A.  The parties intend that payment of the Stay
Bonus will not be subject to additional taxes pursuant to Section 409A of
the Internal Revenue Code of 1986, as amended (“Section 409A”).  The provisions of this Agreement shall be
interpreted and construed consistent with such intent.  To the extent required under Section 409A,
if Employee is a “specified employee” within the meaning of Section 409A
as of the date of Employee’s separation from service with Company, payment of
the Stay Bonus shall be delayed six months following Employee’s date of
separation from service.  In any event,
except for the responsibility of Company to withhold applicable income and
employment taxes, Company shall not be responsible for the payment of any
applicable taxes incurred by Employee pursuant to this Agreement.


 


6.             Additional
Provisions.


 


A.            This Agreement constitutes the
entire agreement between the parties concerning the payment of the Stay
Bonus.  This Agreement constitutes the
entire agreement between the parties. 
This Agreement does not affect any other agreements between Company and
Employee.  This Agreement may not be
modified or amended except by a written instrument signed by both parties.


 


B.            This Agreement and the provisions
hereof shall be construed, given effect and governed by the laws of the State
of Colorado, and in the event of a breach of this Agreement by any of the
parties, in addition to other specific remedies herein, the other party shall
have all remedies at law or equity provided by the laws of the State of
Colorado.  Venue for any action shall be
in the United States District Court for the District of Colorado or the
District Court of Jefferson County, Colorado. 
Each party waives any objection he/she/it might have to the laying of
venue in such courts, including but not limited to objections based on lack of
personal jurisdiction, improper venue, or inconvenience of the forum.


 


C.            Each party has reviewed this
Agreement and has had the opportunity to consult with counsel regarding the
provisions thereof, and accordingly, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Agreement.


 


D.            The parties hereby unconditionally
waive their right to a jury trial of any claim or cause of action based upon or
arising out of, directly or indirectly, this Agreement.


 


E.             If any provision of this Agreement
is held to be invalid or unenforceable, the remaining provisions shall remain
fully enforceable according to their terms.


 


F.             This Agreement may be executed in
counterparts, including fax counterparts, and all counterparts together shall
constitute one executed agreement.


 


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DATED
this             
day of                                 ,
2009.


 


	
  GENERAL MOLY, INC.:

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  date

  	
   

  	
  Employee

  	
  date

  
	
  Title

  	
   

  	
   

  	
   

  



 


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