Exhibit 10.48


 


STAY
BONUS AGREEMENT


 


THIS AGREEMENT is entered
into between GENERAL MOLY, INC., (“Company”), whose mailing address is
1726 Cole Blvd., Suite 115, Lakewood, Denver, CO 80401, and Lee
Shumway, (“Employee”), whose mailing address is 430 Mountain City Highway,
Elko, NV 89801.


 


RECITALS


 


WHEREAS, Company wishes to
have Employee continue his/her employment with Company through the critical
phase of obtaining permitting and construction financing for, and the
construction of, the Mt. Hope mine;


 


WHEREAS, Employee wishes to
continue employment with Company as Director, Business Process &
IT; and


 


WHEREAS, Company agrees to
provide a Stay Bonus and a Restricted Share Award to Employee, expressly
conditioned upon the terms and conditions described within this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing recitals and for the covenants and conditions
hereinafter contained, the parties hereto agree as follows:


 


1.             Term of Agreement.  This Agreement shall be in effect from 7-May-2009
(“Beginning Date”), and end on January 1, 2011 (“End Date”).


 


2.             Value of Stay Bonus.  If Employee remains continuously employed as
an employee by Company from the Beginning Date through the End Date, Company
shall pay Employee a Stay Bonus in the amount of $43,945.00, less applicable withholding for taxes and
applicable payroll deductions.  Payment
of the Stay Bonus shall be made in a lump sum on a date determined by the
Company within sixty (60) days after the End Date, except as required by Section 5
regarding compliance with Section 409A.


 


3.             Restricted Stock Award.  Company agrees to grant an award of 54,732 shares of Restricted Stock (the “Shares”)
in accordance with the terms of the Company 2006 Equity Incentive Plan and
applicable Restricted Stock Award Agreement between Company and Employee, which
shall be incorporated by reference.  The
Shares shall vest in full in accordance with the terms of the Restricted Stock
Award Agreement on the End Date provided that Employee has remained
continuously employed by Company from the Beginning Date through the End
Date.  All terms and conditions of the
award of the Shares shall be governed by the Restricted Stock A ward Agreement.


 


4.             Employment Status.  This Agreement is not an employment agreement
and does not guarantee Employee employment with Company for any specific period
of time.  Employee 


 

















 


shall
remain at all times an employee at will whose employment may be terminated by
either party at any time, with or without cause.


 


5.             Confidentiality.  Employee expressly agrees to keep the
substance and terms of this Agreement strictly confidential.  With the exception of immediate family, tax
advisors, and attorneys, Employee further agrees that he will not communicate
(orally or in writing) or in any way disclose the terms of this Agreement to
any person without the prior express written consent of Company, unless
compelled to do so by law.  Employee
acknowledges that Company may be required to disclose the terms, and file a
copy of, this Agreement pursuant to applicable securities laws or other legal
requirements.


 


6.             Compliance with Section 409A.  The parties intend that payment of the Stay
Bonus will not be subject to additional taxes pursuant to Section 409A of
the Internal Revenue Code of 1986, as amended (“Section 409A”).  The provisions of this Agreement shall be
interpreted and construed consistent with such intent.  To the extent required under Section 409A,
if Employee is a “specified employee” within the meaning of Section 409A
as of the date of Employee’s separation from service with Company, payment of
the Stay Bonus shall be delayed six months following Employee’s date of
separation from service.  In any event,
except for the responsibility of Company to withhold applicable income and
employment taxes, Company shall not be responsible for the payment of any
applicable taxes incurred by Employee pursuant to this Agreement.


 


7.             Additional Provisions.


 


A.            This Agreement constitutes the
entire agreement between the parties concerning the payment of the Stay
Bonus.  This Agreement and the Restricted
Stock Award Agreement constitute the entire agreement between the parties
concerning the award of the Shares.  This
Agreement does not affect any other agreements between Company and
Employee.  This Agreement may not be
modified or amended except by a written instrument signed by both parties.


 


B.            This Agreement and the provisions
hereof shall be construed, given effect and governed by the laws of the State
of Colorado, and in the event of a breach of this Agreement by any of the
parties, in addition to other specific remedies herein, the other party shall
have all remedies at law or equity provided by the laws of the State of
Colorado.  Venue for any action shall be
in the United States District Court for the District of Colorado or the
District Court of Jefferson County, Colorado. 
Each party waives any objection he/she/it might have to the laying of
venue in such courts, including but not limited to objections based on lack of
personal jurisdiction, improper venue, or inconvenience of the forum.


 


C.            Each party has reviewed this
Agreement and has had the opportunity to consult with counsel regarding the
provisions thereof, and accordingly, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Agreement.


 


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D.            The parties hereby unconditionally
waive their right to a jury trial of any claim or cause of action based upon or
arising out of, directly or indirectly, this Agreement.


 


E.             If any provision of this Agreement
is held to be invalid or unenforceable, the remaining provisions shall remain
fully enforceable according to their terms.


 


F.             This Agreement may be executed in
counterparts, including fax counterparts, and all counterparts together shall
constitute one executed agreement.


 


DATED this 7 day of May,
2009.


 


	
  GENERAL MOLY, INC.:

  	
   

  	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/David
  Chaput

  	
   

  	
   

  	
  /s/Lee
  M. Shumway

  	
  5/7/09

  
	
   

  	
   

  	
  date

  	
   

  	
  Employee

  	
  date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  CFO

  	
  5-7-09

  	
   

  	
   

  	
   

  



 


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