Exhibit 10.38


 


	
  

  	
   

  
	
   

  
	
   

  	
   

  
	
  1726
  Cole Blvd., Suite 115

  
	
  Lakewood,
  CO 80401

  
	
  Phone:

  	
  303-928-8599

  
	
  Fax:

  	
  303-928-8598

  
	
  Website:

  	
  www.generalmoly.com

  
	
   

  	
   

  
				



 


December 18,
2008


 


Daniel
G Zang


4298
W. Lake Circle S.


Littleton, CO  80123


 


Re:          Amendment
to Offer Letter and Change of Control Letter


 


Previously General Moly (the “Company”)
furnished you with an offer letter and a Change Of Control Letter, both dated June 20,
2008, which you accepted (the “Offer Letter” and “the Change of Control
Letter”).


 


The time and form of payment provided in
the Offer Letter and the Change of Control Letter 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


 


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
Offer Letter 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 Offer Letter
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, 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 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/
  Daniel G. Zang

  
	
   

  	
  Dave
  Chaput, CFO

  	
   

  	
   

  	
  Daniel
  G Zang

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  December 18,
  2008

  	
   

  	
  Date: