Exhibit 10.8


 


FIRST
AMENDMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This First 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 January 1,
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 (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 and, if
applicable, cash incentive award 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 sentence at the end of the first paragraph:


 


The parties intend that the definition of
Good Reason and the operation of this Section 2.4 be treated as an
involuntary separation from service consistent with the requirements of
Treasury Regulation Section 1.409A-1(n). 
Executive shall provide written notice to the Company within 90 days of
the initial existence of the Good Reason condition.  Upon receipt of such notice, the Company
shall have a period of 30 days during which it may remedy the condition and not
be required to pay the amount.


 


4.             A
new Section 2.5 is hereby added to read in its entirety as follows:


 


2.5           Section 409A;
Deferred Compensation.


 


(a)           Delay in Payment.  Notwithstanding anything in the Agreement to
the contrary, if Executive is deemed by the Company at the time of Executive’s “separation
from service” with the Company to be a “specified employee,” any non-exempt
deferred compensation which would otherwise be payable hereunder, shall not be
paid until the date which is the first business day following the six-month
period after Executive’s separation from service (or if earlier, Executive’s
death).  Such delay in payment shall only
be effected with respect to each separate payment of non-exempt deferred
compensation to the extent required to avoid adverse tax treatment to Executive
under Section 409A.  Any payments or
benefits not subject to such delay, shall be paid pursuant to the time and form
of payment specified above.  Any
compensation which would have otherwise been paid during the delay period shall
be paid to Executive (or his beneficiary or estate) in a lump sum payment on
the first business day following the expiration of the delay period.


 


(b)           Key Definitions.  For purposes of the Agreement, the term “termination
of employment” shall mean “separation from service” and the terms “separation
from service,” “specified employee” and “nonqualified deferred compensation”
shall have the meanings ascribed to such terms pursuant to Section 409A.


 


(c)           Interpretation.  The parties intend that all payments or
benefits payable under the Agreement will not be subject to the additional tax
imposed by Section 409A of the Code, and the provisions of the Agreement
shall be construed and administered consistent with such intent.  To the extent such potential payments could
become subject to Section 409A of the Code, the Company and Executive
agree to work together to modify the Agreement to the minimum extent necessary
to reasonably comply with the requirements of Section 409A of the Code,
provided that the Company shall not be required to provide any additional
compensation amounts or benefits.


 


5.             Section 3.2(a) (Bonuses)
is hereby amended to add the following sentence at the end:


 


All bonuses shall be paid in a lump sum, on a
date determined by the Company, on or before March 15 of the calendar year
following the calendar year to which the bonus relates.


 


2

















 


IN WITNESS WHEREOF, the parties
have executed this First Amendment to Amended and Restated Employment Agreement
on the dates set forth below, to be effective as of January 1, 2009.


 


 


	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
  The Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Lettes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 24, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce D. Hansen

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 29, 2008

  



 


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