Exhibit 10.33


 


	
  

  	
  1726
  Cole Blvd. Suite 115

  Lakewood
  CO 80401

  
	
  Phone:

  	
  303-928-8599

  
	
  Fax:

  	
  303-928-8598

  



 


October 5,
2007


 


Robert
Pennington


6200
N. Abington Road

Tucson, AZ 85743


 


Dear
Bob,


 


Congratulations!
Idaho General Mines, Inc. is pleased to offer you the position of Vice
President of Engineering and Construction. The basic terms of our offer follow.
You will report directly to me. Your base salary will be $16,667 per month
($200,000 annually) paid monthly. In addition, you will be eligible for an annual
bonus target of 35% of base pay based on the Company’s determination of your
achievement of assigned objectives.


 


Assuming
you choose to accept our offer, we would like to set a tentative start date on
or before November 1, 2007.


 


You
will be granted options to purchase 150,000 shares of Common Stock in the
Company effective the date of your employment. The shares will vest as follows:
50,000 upon employment; 50,000 on the first anniversary of the grant date and
50,000 on the second anniversary of the 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.


 


In
addition, you will participate in a Project Development Incentive package that
provides the opportunity to receive up to 165,000 shares of Restricted Stock
upon reaching specific goals. Please see the attachment for the specifics of
this package.


 


In
the event of a Change of Control of the company (see attached definition), you
will receive two years of salary ($400,000) and vesting and acceleration of all
stock options and restricted stock.


 


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.


 


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 (303)
928-8594.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
   

  
	
   

  	
  Bruce
  Hansen

  
	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  
	
  Accepted:

  	
  /s/
  Robert I. Pennington

  	
   

  	
  Date:

  	
   

  
						



 

















 


Robert
Pennington


Project
Development Incentive Package


 


Restricted
Stock: 165,000 shares


 


a)      Engineering &
Procurement: 20,000 shares


 


Goal:
Phase 1, (10,000 shares): If project reaches 25% Engineered stage by the end of
June, 2008.


 


Phase
2, (10,000 shares): If project reaches 65% Engineered stage by end of February,
2009.


 


b)      Construction completion:
30,000 shares


 


Goal:
If all areas of the project are “green tagged” and turned over to Operations to
allow production of TMO within 22 months of initial mobilization.


 


c)      Cost of Contracted
Construction: 30,000 shares


 


Goal:
If the cost of contracted construction including pro-rated contingency
(non-materials) is less than the amount established in the 25% engineered
Control Budget and as adjusted by approved changes in scope.


 


d)      Commissioning: 35,000
shares


 


Goal:
Phase 1, (17,500 shares): If within 4 months of initial ore feed, plant
throughput is at least 80% of design capacity and, Phase 2, (17,500 shares),
MoS2 recovery is greater than 80% for one contiguous month.


 


e)        Production: 50,000
shares:


 


Goal:
When within one calendar month a total of 3 million lbs. of Moly contained in
TMO is produced. Must be within six months of initial start-up


 


These
goals are based on a target plant start date of September 20, 2010.
Determination of completion of these goals may be adjusted to accommodate
changes in the schedule as a result environmental permitting and/or financial
considerations.


 


Change Of Control Definition


 


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:


 


(I)            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 ( I), 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 or 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 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.