Exhibit 10.35


 





 


	
   

  	
  July 25, 2007

  



 


Mr. Gregory E. McClain


P. O. Box 13046


Casa Grande, AZ   85223


 


Dear Greg:


 


Congratulations!  Idaho General
Mines, Inc. is pleased to offer you the position of V.P. Business
Development/Marketing.  The basic terms
of our offer follow.  You will report
directly to me.  Your base salary will be
$14,167 per month ($170,000 annually) paid monthly.  In addition, you will be eligible for an
annual bonus up to 30% of base pay based on the Company’s determination of your
achievement of assigned objectives.


 


Assuming you choose to accept our offer, we would like to set a
tentative start date on or before September 4, 2007.


 


Our offer also includes a sign-on bonus of $75,000 which will be paid
in two payments.  The first payment of $50,000
will be paid after 30 days of consecutive employment and the second payment of
$25,000 will be paid after 6 months of consecutive employment and mutually
agreed consideration for disability insurance.


 


Additionally, you will be granted options to purchase 150,000 shares of
Common Stock in the Company effective the date of your employment.  The shares will vest as follows:  50,000 effective the date of your employment,
50,000 on the first anniversary of the grant date and 50,000 on the second
anniversary of the grant date.  (You must
be an employee of the Company on the vesting date.) The exercise of options
will be in accordance with a Stock Option Agreement and the Company’s 2006
Equity Incentive Plan.


 


Our offer and your employment are contingent upon satisfactory
completion of a background check and drug screen.  As part of your employment paperwork, federal
law requires that we verify your eligibility for employment in the United
States.  You will need to present your
original social security card or valid passport.


 

















 


You are granted three weeks of vacation per year.  In accordance with current Company policy,
vacation is accrued at the rate of ten hours per month.


 


Your total compensation includes an opportunity to participate in the
Idaho General Mines, Inc. retirement and health and welfare benefit plans,
subject to the terms of the applicable plans.


 


While we hope that you are with us for a long time, it is important
that you understand that this is dependent upon both you and Idaho General Mines, Inc.
continuing to consider the employment relationship to be of mutual
benefit.  Either you or Idaho General
Mines, Inc. may terminate the employment relationship at will at any time.


 


I look forward to working with you as a member of our Idaho General
Mines, Inc. team.  If you have any
questions regarding this offer, please call me at (303) 928-8954.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce Hansen

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  /s/ Gregory McClain

  	
   

  	
  Date:

  	
  September 4, 2007

  
					



 


Idaho General Mines, Inc. 10 N. Post Street, Suite 610, Spokane,
WA  99201


Phone (509) 838-1213, Fax (509) 838-0457, www.idahogeneralmines.com
AMEX:GMO


 

















 





 


	
   

  	
  July 25, 2007

  



 


Mr. Gregory E. McClain


P. O. Box 13046


Casa Grande, AZ   85223


 


Dear Greg:


 


This is a follow up to my letter to you of July 25, 2007 and our
subsequent conversations.  Please
consider the offer extended to you by our July 25, 2007 letter to be
amended by this letter.  More
specifically, your employment with the Company shall contain a change of
control provision.  If your employment is
terminated by the Company as a result of a “Change of Control,” the Company
shall pay to you, upon the effective date of the “Change of Control” event, two
(2) years of your annual salary. 
Furthermore, all granted stock options will vest upon the effective date
of the closing of the Change of Control event. 
For the purposes of this obligation a “Change of Control” shall mean:


 


(1)           The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this paragraph (1), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, or (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any affiliated company;


 


(2)           consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or the acquisition of
assets or stock of another entity by the Company (each, a “Business Combination”),
in each case unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock and the


 

















 


combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities, as the case may be,
and (B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination;


 


(3)           a
sale or disposition of all or substantially all of the operating assets of the
Company to an unrelated party; or


 


(4)           approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.


 


Except as specifically modified by this letter, the terms and
conditions of your employment shall be as stated in the Company’s letter to you
of July 25, 2007.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce Hansen

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  /s/ Gregory McClain

  	
   

  	
  Date:

  	
  September 4, 2007

  
					



 


Idaho
General Mines, Inc. 10 N. Post Street, Suite 610, Spokane, WA  99201


Phone
(509) 838-1213, Fax (509) 838-0457, www.idahogeneralmines.com AMEX:GMO


 


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