Exhibit 10.10


 


FIRST
AMENDMENT

EMPLOYMENT AGREEMENT


 


This First Amendment to
Employment Agreement is entered into between GENERAL
MOLY, INC., a Delaware corporation (the “Company”) and DAVID A. CHAPUT (“Chaput” or “Executive”)
to be effective as of January 1, 2009.


 


RECITALS


 


A.                                   Effective as of April 25,
2007, Idaho General Mines, Inc., the predecessor to the Company, and
Executive entered into an Employment Agreement (the “Agreement”).


 


B.                                     The Agreement must
be amended to comply with the requirements for nonqualified deferred
compensation arrangements under Section 409A of the Internal Revenue Code
of 1986, as amended, the final Treasury Regulations thereunder and other
applicable guidance (“Section 409A”).


 


C.                                     Executive
and the Company desire to amend the Agreement in a manner consistent with Section 409A.


 


AMENDMENT


 


1.                                       Section 2.2(a) (without
Cause) is hereby amended to add the following at the end:


 


The severance payment provided under this
subsection 2.2(a) shall be paid in a lump sum, on a date determined by the
Company, within 60 days following Executive’s separation from service, except
as required by Section 2.5.


 


2.                                       Section 2.2(e) (Change
of Control) is hereby amended to add the following sentence after the second
sentence:


 


The Base Compensation amount provided under
this subsection 2.2(e) shall be paid in a lump sum, on a date determined
by the Company, within 60 days following Executive’s 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 Executive’s separation from service after the
effective date of the closing of the Change of Control, except as required by Section 2.5.


 


3.                                       Section 2.4
(Good Reason) is hereby amended as follows:


 


a.                                       To
insert the following sentence after the first sentence:


 


The severance payment provided under this Section 2.4
shall be paid in a lump sum, on a date determined by the Company, within 60
days following Executive’s separation from service, except as required by Section 2.5.


 


b.                                      To insert the
following sentence at the end of the first paragraph:


 

















 


The parties intend that the definition of
Good Reason and the operation of this Section 2.4 be treated as an
involuntary separation from service consistent with the requirements of
Treasury Regulation Section 1.409A-1(n). 
Executive shall provide written notice to the Company within 90 days of
the initial existence of the Good Reason condition.  Upon receipt of such notice, the Company
shall have a period of 30 days during which it may remedy the condition and not
be required to pay the amount.


 


4.                                       A new Section 2.5
is hereby added to read in its entirety as follows:


 


2.5                                 Section 409A;
Deferred Compensation.


 


(a)                                  Delay
in Payment.  Notwithstanding anything
in the Agreement to the contrary, if Executive is deemed by the Company at the
time of Executive’s “separation from service” with the Company 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 Executive’s separation from service
(or if earlier, Executive’s 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 Executive under Section 409A. 
Any payments or benefits not subject to such delay, shall be paid
pursuant to the time and form of payment specified above.  Any compensation which would have otherwise
been paid during the delay period shall be paid to Executive (or his
beneficiary or estate) in a lump sum payment on the first business day
following the expiration of the delay period.


 


(b)                                 Key
Definitions.  For purposes of the
Agreement, 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 such terms pursuant
to Section 409A.


 


(c)                                  Interpretation.  The parties intend that all payments or
benefits payable under the Agreement will not be subject 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 of the Code, the Company and Executive
agree to work together to modify the Agreement 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 provide any additional
compensation amounts or benefits.


 


5.                                       Section 3.2(a) (Bonuses)
is hereby amended to add the following sentence at the end:


 


The amount of any bonus 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 to which the bonus relates.


 


2

















 


IN WITNESS WHEREOF, the parties
have executed this First Amendment to Employment Agreement on the dates set
forth below, to be effective as of January 1, 2009.


 


 


	
   

  	
  GENERAL MOLY, INC.

  
	
   

  	
  The Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Lettes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 24, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Chaput

  
	
   

  	
   

  	
  David A. Chaput

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 29, 2008

  



 


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