Exhibit 10.37


 





 


	
   

  	
  June 20,
  2007

  



 


Mr. Daniel
G. Zang


4430
N. Heritage Woods Way

Meridian, ID 83646


 


Dear
Daniel:


 


Congratulations!
Idaho General Mines, Inc. is pleased to offer you the position of
Controller. The basic terms of our offer follow. You will report directly to
me. Your base salary will be $12,500 per month ($150,000 annually) paid
monthly. In addition, you will be eligible for an annual bonus up to 25% of
base pay based on the Company’s determination of your achievement of assigned
objectives.


 


During
the transition of the corporate office from Spokane to Denver, you will be
required to travel to Spokane to facilitate the transition. Assuming you choose
to accept our offer, we would like to set a tentative start date on or before July 2,
2007.


 


Our
offer also includes a sign-on bonus of $25,000 which will be paid after 30 days
of consecutive employment.


 


Additionally,
you will be granted options to purchase 65,000 shares of Common Stock in the
Company effective the date of your employment. The shares will vest as follows:
40,000 on the first anniversary of the grant date and 25,000 on the second
anniversary of your 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.


 


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


 

















 


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 (509)
227-6868.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  David A. Chaput

  
	
   

  	
   

  
	
   

  	
  David
  Chaput

  
	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
  /s/
  Daniel G. Zang

  	
   

  	
  Date:

  	
  June 25,
  2007

  
					



 

















 





 


	
   

  	
  June 20, 2007

  



 


Mr. Daniel G. Zang


4430
N. Heritage Woods Way

Meridian, ID 83646


 


Dear
Daniel:


 


This
is a follow up to my letter to you dated June 20, 2007 and our subsequent
conversations. Please consider the offer extended to you by our June 20,
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


 


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


 

















 


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 June 20,
2007.


 


	
   

  	
  Very
  Truly Yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  David A. Chaput

  
	
   

  	
   

  
	
   

  	
  David
  Chaput

  
	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
  /s/
  Daniel G. Zang

  	
   

  	
  Date:

  	
  June 25,
  2007

  
					



 


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