Exhibit 10.34


 


	
  

  	
   

  
	
   

  
	
   

  	
   

  
	
  1726
  Cole Blvd., Suite 115

  
	
  Lakewood,
  CO 80401

  
	
  Phone:

  	
  303-928-8599

  
	
  Fax:

  	
  303-928-8598

  
	
  Website:

  	
  www.generalmoly.com

  
	
   

  	
   

  



 


December 18,
2008


 


Mr. Robert
Pennington


6200
N. Abington Rd.


Tucson, AZ  85743


 


Re:          Amendment
to Offer Letter, and Change of Control Definition


 


Previously General Moly (the “Company”)
furnished you with an offer letter, including attached  Change of Control definition, dated October 5,
2007, which you accepted (the “Offer Letter”).


 


The time and form of payment provided in
the Offer Letter and Change of Control definition must now be amended to comply
with the requirements for nonqualified deferred compensation arrangements under
Section 409A of the Internal Revenue Code of 1986, as amended and the
final Treasury Regulations thereunder and other applicable guidance (“Section 409A”).


 


Offer Letter


 


The eligibility for annual bonus is hereby amended to add the following
sentence at the end of the first paragraph of the Offer Letter:


 


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 in which Employee earned such bonus payment,
pursuant to the terms of the Annual Incentive Bonus Plan.


 


Change of Control definition


 


If your employment is terminated by the Company as a result of a “Change
of Control,” the time and form of payment for the amount set forth in your
Change of Control shall be as follows:


 


Time and Form of Payment.  The annual salary amount payable as a result
of a Change of Control, if any, shall be paid in a lump sum, on a date
determined by the Company, within 60 days following your 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 your
separation from service after the effective date of the closing of the Change
of Control, except as required below.


 

















 


Delay in Payment.  Notwithstanding anything in the Change of
Control to the contrary, if you are deemed by the Company at the time of your “separation
from service” 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 your separation from service (or if earlier, your 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 you under Section 409A.


 


Key Definitions.  For purposes of the Offer Letter and Change
of Control, the term “termination of employment” means “separation from service”
and the terms “separation from service,” “specified employee” and “nonqualified
deferred compensation” shall have the meanings determined under Section 409A.


 


Interpretation.  You and the Company intend that all payments
or benefits payable under the Offer Letter and Change of Control definition
will not subject you to the additional tax imposed by Section 409A of the
Code, and the provisions of the documents shall be construed and administered
consistent with such intent.  To the
extent such potential payments could become subject to Section 409A, the
Company and you agree to work together to modify the documents to the minimum
extent necessary to reasonably comply with the requirements of Section 409A,
provided that the Company shall not be required to provide any additional
compensation amounts or benefits.


 


The Company and you hereby agree to this amendment
to your Offer Letter and Change of Control to be effective as of January 1,
2009.


 


	
  GENERAL
  MOLY, INC.

  	
  Employee

  
	
  The
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  David A. Chaput

  	
   

  	
  By:

  	
  /s/
  Robert I. Pennington

  
	
   

  	
  Dave
  Chaput, CFO

  	
   

  	
   

  	
  Robert
  Pennington

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  December 18,
  2008

  	
   

  	
  Date: