Exhibit 10.50


 


CHANGE
OF CONTROL SEVERANCE AGREEMENT


 


This Change of Control
Severance Agreement is entered into between GENERAL
MOLY, INC., a Delaware corporation (the “Company”)
and Lee M. Shumway (“Employee”)
to be effective as of March 16, 2009 (the “Effective
Date”).  Certain
capitalized terms used in this Agreement are defined in Section 4 below.


 


RECITALS


 


A.            The Company has
retained Employee to perform services that are important to the long-term
success of the Company.


 


B.            The Board of
Directors of the Company believes that it is in the best interests of the
Company and its shareholders to provide Employee with enhanced financial
security and sufficient encouragement to remain with the Company during this
stage of the Company’s operations notwithstanding the employment uncertainties
related to a possible Change of Control of the Company.


 


C.            By execution of this
Agreement, Employee and the Company agree that this Agreement contains the
entire agreement between the parties hereto and supersedes all prior agreements
(oral or written), negotiations and discussions between the Company and
Employee regarding the obligations of the Company upon a Change of Control of
the Company.


 


AGREEMENT


 


In consideration of the
foregoing and the mutual promises and covenants set forth below, the parties
agree as follows:


 


1.             Term of Agreement.  The term of this Agreement shall commence as
of the Effective Date and shall terminate automatically on the earlier of (a) December 31,
2011 or (b) the date Employee terminates employment with the Company (the “Term”) unless the parties, prior to the
end of the Term, enter into a written agreement renewing or extending this
Agreement.


 


2.             Severance Pay.  If a Change of Control event occurs, and as a
result of the closing of the Change of Control, or during the one-year period
following the closing of the Change of Control (i) the Company (or its
successor) terminates Employee’s employment without Cause or (ii) Employee
terminates employment for Good Reason during such one year period, Employee
will be entitled to Severance Pay.  To be
entitled to Severance Pay, Employee must first execute a binding termination
release agreement in a form specified by the Company.  Severance Pay will be in addition to any
accrued but unpaid salary or vacation earned through the date of Employee’s
termination.


 


The amount of Employee’s
Severance Pay will be determined as the sum of (a) an amount equal to
two (2) times Employee’s annual base salary (as in effect immediately
prior to the closing of the Change of Control), plus (b) an amount equal
to 100% of Employee’s target annual bonus for one year (as in effect
immediately prior to the closing of the Change of Control), if 


 

















 


any,
less applicable withholdings. In addition, all outstanding stock-based awards
granted to Employee prior to the Change of Control shall have their vesting and
exercisability accelerated in full upon the effective date of the closing of
the Change of Control regardless of whether Employee has terminated employment.


 


3.                                       Time and Form of Payment.  The Severance Pay
shall be paid in a lump sum, on a date determined by the Company (or its
successor), provided the release has been executed and is effective and
non-revocable, within 60 days following Employee’s separation from service,
except as required by Section 5(a).


 


4.                                       Certain Definitions.  For purposes of
this Agreement the following terms shall have the following meanings:


 


(a)           “Cause” means, unless
otherwise expressly defined in an employment or other agreement between the Company
and Employee, a willful failure to perform Employee’s duties, insubordination,
theft, dishonesty (as such terms are defined by the Company in good faith),
conviction of a felony or any other willful conduct that is materially
detrimental to the Company or such other cause as the Company in good faith
reasonably determines provides cause for the discharge of Employee.


 


(b)                                 “Change
of Control” means:


 


(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; or


 


(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 


 


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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; or


 


(3)           Individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or


 


(4)           A
sale or disposition of all or substantially all of the operating assets of the
Company to an unrelated party; or


 


(5)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.


 


(c)                                  “Good
Reason” means a material negative change in the service
relationship as determined in good faith by Employee of the occurrence of any
of the following conditions, without Employee’s express written consent (i) a
material diminution in Employee’s base compensation; (ii) a material
diminution in Employee’s authority, duties, or responsibilities; (iii) a
material change of more than 50 miles in the geographic location at which
Employee is required to perform the services; or (iv) any action or
inaction that constitutes a material breach by the Company (or its successor)
of any agreement under which Employee provides services to the Company (or its
successor).  Employee shall provide
written notice of Good Reason to the Company (or its successor) within
30 days of the initial occurrence of the condition.


 


5.                                      Section 409A; Deferred Compensation.


 


(a)                                  Delay in Payment.  Notwithstanding
anything in this Agreement to the contrary, if Employee is deemed by the
Company (or its successor) be a “specified employee,” the Severance Pay shall
not be paid until the date which is the first business day following the
six-month period after Employee’s separation from service (or if earlier,
Employee’s death).  Such delay in payment
shall only be effected to the extent required to avoid adverse tax treatment to
Employee under Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”).  Any payment 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 


 


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during
the delay period shall be paid to Employee (or Employee’s 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” as defined in Section 409A.


 


(c)           Interpretation.  The parties intend that all payments payable
under this Agreement will not be subject to the additional tax imposed by Section 409A,
and the provisions of this Agreement shall be construed and administered
consistent with such intent.  To the
extent such potential payments could become subject to Section 409A, the Company
(or its successor) and Employee agree to work together to modify the Agreement
to the minimum extent necessary to reasonably comply with the requirements of Section 409A,
provided that the Company (or its successor) shall not be required to pay Employee’s
taxes or additional compensation.


 


6.             At-Will Employment.  This Agreement does not modify Employee’s
status as an employee-at-will. The parties acknowledge that Employee is an
employee-at-will and that Employee’s services may be terminated by the Company
at any time with or without Cause.


 


7.             Rights Not Alienable.  Any rights provided to Employee under the
terms of this Agreement shall not be assigned, transferred or alienated, except
by will or pursuant to the laws of descent and distribution.


 


8.             Entire Agreement.  This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements (oral or
written), negotiations and discussions between the Company and Employee.


 


9.             Amendment. 
This Agreement may only be amended by written agreement of the Company
and Employee.


 


10.           Governing Law.  This Agreement shall be administered,
interpreted and enforced in accordance with the substantive laws of the State
of Colorado, without regard to its provisions on conflict of laws.


 


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IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates set forth below to be
effective as of the Effective Date.


 


	
   

  	
   

  	
  GENERAL
  MOLY, INC.

  
	
   

  	
   

  	
  The
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Chaput

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  



 


 


	
   

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lee M. Shumway

  
	
   

  	
   

  	
   

  	
  Lee
  M. Shumway

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  3/16/09

  



 


 


[Signature
Page to Change Of Control Severance Agreement]