Exhibit 10.23


 


FIRST
AMENDMENT

GENERAL MOLY, INC.

2006 EQUITY INCENTIVE PLAN


 


GENERAL MOLY,
INC., a Delaware corporation (the “Company”) adopted the General Moly, Inc.
2006 Equity Incentive Plan.  This First
Amendment to the Plan is made effective as of January 1, 2009 (the “Effective
Date”).


 


RECITALS


 


A.                                   Section 13
of the Plan permits the Company to amend the Plan from time to time.


 


B.                                     Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) requires a
nonqualified deferred compensation plan to meet specified design and
operational requirements.  Certain awards
granted under the Plan may provide for nonqualified deferred compensation
within the meaning of Section 409A of the Code.


 


C.                                     The Company hereby
amends the Plan for the purpose of compliance with Section 409A of the
Code and the final Treasury Regulations thereunder (“Section 409A”).


 


AMENDMENT


 


1.                                       A new Section 16,
SECTION 409A, is hereby added
to the Plan to read as follows:


 


16.                                 SECTION 409A.


 


(a)                                  Time and Form of Payment.  Notwithstanding
anything contained in this Plan or in a Stock Award Agreement to the contrary,
the time and form of payment of a Stock Award that is subject to the
limitations imposed by Section 409A of the Code, shall be set forth in the
applicable Stock Award Agreement on or before the time at which the Participant
obtains a legally binding right to the Stock Award (or such other time
permitted under Section 409A of the Code) and such time and form of
payment shall comply with the requirements of Section 409A of the Code.


 


(b)                                 Delay in Payment.  Notwithstanding anything contained
in this Plan or a Stock Award Agreement to the contrary, if the Participant is
deemed by the Company at the time of the Participant’s “separation from service”
with the Company to be a “specified employee” as determined under Section 409A
of the Code, any “nonqualified deferred compensation” to which the Participant
is entitled in connection with such separation from service after taking into
account all applicable exceptions from Section 409A, shall not be paid or
commence payment until the date that is the first business day following the
six month period after the Participant’s separation from service (or if
earlier, the Participant’s death).  Such
delay in payment shall only be effected with respect to each separate payment
to the extent required to avoid adverse tax treatment to the Participant under Section 409A
of the Code.  Any compensation which
would have otherwise been paid during the delay period (whether in a lump sum
or in installments) in 


 

















 


the absence of this Section 16(a) shall
be paid to the Participant (or his or her beneficiary or estate) in a lump sum
payment on the first business day following the expiration of the delay period.


 


(c)                                  Key Definitions.  For purposes of this Plan, the term “termination
of employment” shall mean “separation from service” and the terms “separation
from service,” “specified employee” and “nonqualified deferred compensation”
shall have the meanings ascribed to the terms pursuant to Section 409A and
other applicable guidance.


 


(d)                                 Amendments. 
Notwithstanding anything in the Plan to the contrary, the Plan and Stock
Awards granted under the Plan are intended to be eligible for certain
regulatory exceptions to the limitations of, or to comply with, the
requirements of Section 409A of the Code. 
The Committee, in the exercise of its sole discretion and without the
consent of the Participant, may amend or modify the terms of a Stock Award in
any manner and delay the payment of any amounts payable pursuant to a Stock
Award to the minimum extent necessary to reasonably comply with the
requirements of Section 409A of the Code, provided that the Company shall
not be required to assume any increased economic burden.  No action taken by the Committee with respect
to the requirements of Section 409A of the Code shall be deemed to
adversely affect a Participant’s rights with respect to a Stock Award or to
require the consent of such Participant. 
The Committee reserves the right to make additional changes to the Plan
and Stock Awards from time to time to the extent it deems necessary with
respect to Section 409A of the Code.


 


This First Amendment has been executed on the
date set forth below, to be effective as of January 1, 2009.


 


	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
  The Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce D. Hansen

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  /s/ December 16, 2008

  



 


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