Exhibit 10.14


 


	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  1726
  Cole Blvd., Suite 115

  
	
  Lakewood,
  CO 80401

  
	
  Phone:

  	
  303-928-8599

  
	
  Fax:

  	
  303-928-8598

  
	
  Website:

  	
  www.generalmoly.com

  



 


Via Certified Mail,
Email and Facsimile


 


December 16, 2008


 


Robert L Russell


639 North Riverpoint Blvd.


H203


Spokane, WA 99202


 


Re:          Consulting
and Advisory Agreement — Tax Law Requirements


 


Dear Mr. Russell:


 


As you may be aware, all compensation
arrangements that provide for “nonqualified deferred compensation” must be
revised by December 31, 2008 to specify a time and form of payment that
complies with tax law requirements for deferred compensation under Section 409A
of the Internal Revenue Code, as amended.


 


We have reviewed the payment provisions
included in your Consulting and Advisory Agreement with General Moly, dated October 1,
2007 (the “Agreement”).  Based upon our
review, we have determined that the amounts payable under the Agreement may be
considered deferred compensation subject to Section 409A.   The
additional payment terms listed below specify the time that payments will be
made, pursuant to the 409A regulation. 
These additional payment terms do not change the amount of payments
specified under your agreement with General Moly.  These additional terms do have the effect of
requiring that payments are made within 45 days of the period in which they
were “earned”.


 


If a compensation arrangement subject to Section 409A
fails to comply with its requirements, the employee or other service provider (e.g., consultant) will be subject to:


 


·                              accelerated taxation of the compensation
(even if no payments are received);


 


·                              an additional 20% federal income tax on
the compensation amount; plus


 


·                              interest at the underpayment rate plus
1%.


 


As a result of our review, effective as
of January 1, 2009, we will interpret and administer the Agreement to
incorporate the following additional payment terms added for the purpose of
complying with the requirements of Section 409A of the Code:


 

















 


1.                                       Section 4.1. 
The quarterly amounts payable under Section 4.1 shall be paid (in
arrears) in a lump sum, on a date determined by the Company, within 45 days
following the last day of each calendar quarter to which the payment relates.


 


2.                                       Section 4.2. 
The bonus amount payable under Section 4.2, if any, shall be paid
in a lump sum, on a date determined by the Company, within 45 days upon the
first to occur of: (a) the Trigger Date during the term of the Agreement,
or (b) the occurrence of the Trigger Date after the term of the Agreement
and on or prior to June 30, 2012, subject to the conditions specified
under Section 4.2.


 


3.                                       Section 8. 
The amount payable under Section 8, if any, shall be paid in a lump
sum, on a date determined by the Company, within 45 days following the
effective date of the closing of the Change of Control event, provided such
event also constitutes a “change of control” event for purposes of Treasury
Regulation Section 1.409A-3(i)(5) otherwise, such payment shall be
made according to the payment schedules set forth above for amounts payable under
Section 4.1 and Section 4.2.


 


4.                                       Interpretation. 
The parties to the Agreement intend that all payments or benefits
payable under the Agreement will not subject the Consultant 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, the
Company and the Consultant agree to work together to modify the Agreement  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 to the Consultant.


 


If you have any questions regarding Section 409A of the Code or
any other tax matters relating to the Agreement, we recommend that you consult
with your own personal tax advisor to the extent that you deem necessary.  The Company, including its directors,
officers and employees and the Company’s legal counsel cannot provide you with
any tax or legal advice.


 


Unless you provide us with written notice by December 31, 2008 to
the contrary, effective as of January 1, 2009, we shall interpret the
Agreement to incorporate the additional payment terms set forth in items 1-4
above.


 


Please do not hesitate to contact me with any comments or questions.


 


Sincerely,


 


	
  /s/ Brent Chamberlain

  	
   

  



 


Brent Chamberlain


Director, Human Resources


 


Contact information:    office 775-753-5009, cell
775-388-0997