Exhibit 10.49


 


[GENERAL MOLY LETTERHEAD]


 


November 6, 2007


 


Mr. Lee M. Shumway

430 Mountain City Highway, #12

Elko, NY 89801


 


Dear Lee:


 


Congratulations! General
Moly is pleased to offer you the position of Director Business
Process/Information Technology.  You will
report to me.  The basic terms of our
offer follow.  Your base salary will be
$13,750 per month ($165,000 annually), paid semi-monthly.  In addition, you will be eligible for an
annual bonus target of 25% 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 of December 3, 2007.


 


You will be granted options to purchase
100,000 shares of Common Stock in the Company effective the date of your
employment.  Shares will vest 50% each on
the first and second anniversary of the grant date.  (You must be an employee of the Company in
order for the options to vest.)  The
exercise of options will be in accordance with a Stock Option Agreement and the
Company’s 2006 Equity Incentive Plan.


 


In the event of a Change of Control of the company
(see attached definition), you will receive two years of salary ($330,000) and
vesting and acceleration of all stock options.


 


You are granted three weeks of vacation per
year.  In accordance with current Company
policy, vacation is accrued at the rate of ten (10) hours per month.


 


Your total compensation includes an opportunity to
participate in the General Moly health benefit plans, and others as they become
available, subject to the terms of the applicable plans.


 


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 verity your eligibility for employment in the United
States.  You will need to present your
original social security card or valid passport.


 


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
General Moly continuing to consider the employment relationship to be of mutual
benefit.  Either you or General Moly may
terminate the employment relationship at will at any time.


 

















 


I look forward to working with you as a member of
our General Moly team.  If you have any
questions regarding this offer, please call me at (303)928-8593.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  David Chaput

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
  /s/ Lee M. Shumway

  	
   

  	
  Date:

  	
  11/7/07

  
					



 

















 


Lee Shumway

Offer Letter November 6, 2007


 


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 tile
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 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.