**Exhibit 10.4**

 

**GENERAL MOLY, INC.**

**2006 EQUITY INCENTIVE PLAN**

 

**FORM OF RESTRICTED STOCK UNIT AGREEMENT**

 

TheCompensation Committee of General Moly, Inc. (the “Company”),granted an award of Restricted Stock Units with the right to receive shares ofthe Company’s common stock issued under the 2006 Equity Incentive Plan (the “Plan”),subject to the terms and conditions set forth in this Notice of Grant andRestricted Stock Unit Agreement (the “Restricted Stock Units” and the “Agreement”)to the participant named below (“Participant”).  This Agreement evidences the terms of theCompany’s grant of Restricted Stock Units to Participant.

 

**A.****                                   ****NOTICEOF GRANT**

** **
| **Participant Name:**                  |   |                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |
| **Grant Date:**                        |   |                                 ,  20                                                                                                                                          |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |
| **Number of Restricted Stock Units :** |   |                                                                                                                                                                                                                                                                                                                                           |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |
| **Vesting Schedule:**                  |   | Except  as provided otherwise in this Agreement, subject to the restrictions  described in the Agreement and Participant’s continuous service as an  employee of the Company, the Restricted Stock Units shall vest and Participant  shall be issued the number of Shares equal to the number of Restricted Stock  Units set forth below: |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |
| ** **                             |   | **Number of  Restricted Stock  Units**                                                                                                                                                                                                                                                                                                    |   | **Vesting Date** |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |   |   |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |   |   |
| ** **                             |   |                                                                                                                                                                                                                                                                                                                                           |   |   |

 

**Additional Terms/Acknowledgements: **Participant acknowledges receipt of, and understands and agrees to,this Agreement, Exhibit 1, the Plan and the Plan Summary.  Participant further acknowledges that as ofthe Grant Date, this Agreement, Exhibit 1, and the Plan set forth theentire understanding between Participant and the Company regarding theRestricted Stock Units and underlying Shares subject to this award andsupersede all prior oral and written agreements on that subject.

 

INWITNESS WHEREOF, the Company has caused this Agreement to be executed by itsduly authorized representative and Participant has executed this Agreement onthe dates set forth below to be effective as of the Grant Date.

 
| **General  Moly, Inc.** |                                                                                                                                                                                                                                                                                                                                                   | **Participant** |
|------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|
| By:                          | ** **                                                                                                                                                                                                                                                                                                                                             |            | By: | ** ** |
| ** **                   | ** **                                                                                                                                                                                                                                                                                                                                             |            | ** ** | ** ** |
|                         | [Insert  Name & Title]                                                                                                                                                                                                                                                                                                                        |            |   | [Insert  Name] |
| Date:                        |                                                           , 20 |            | Date: |                                                             , 20 |

 

**Attachments:** the Plan and the Plan Summary.

 

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**B.****                                   ****RESTRICTEDSTOCK UNIT AGREEMENT**

 

A.                                   The Company isgranting to Participant the number of Restricted Stock Units relating to sharesof the Company’s common stock (“Common Stock”) set forth in the Noticeof Grant pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”),subject to the terms and conditions set forth herein and in the Plan.

 

B.                                     The RestrictedStock Units provided for in this Agreement are to be issued as an inducementfor Participant’s continued commitment to serve as an employee of the Company,and Participant is willing to abide by the obligations imposed hereunder.

 

NOW,THEREFORE, in consideration of the mutual benefits hereinafter provided, andeach intending to be legally bound, the Company and Participant agree asfollows:

 

**1.****                                     ****Issuance of Restricted Stock Units****. **Subject to the restrictions,terms and conditions of this Agreement and the Plan, the Company hereby grantsto Participant the number of Restricted Stock Units (the “Restricted StockUnits”) set forth in the Notice of Grant, which include the right to beissued the number of shares of Common Stock equal to the Restricted Stock Units,subject to the restrictions and vesting conditions set forth in this Agreement(the “Shares”).  As used in thisAgreement, the term “Shares” refers to the Shares to be issued hereunderand includes all securities received (i) in replacement of the Shares,(ii) as a result of stock dividends or stock splits in respect of theShares, and (iii) in replacement of the Shares in a recapitalization,merger, reorganization or the like.

 

**2.****                                     ****Delivery****.**

 

**2.1****                              ****Deliveriesby Participant****. **Participanthereby delivers to the Company (i) this Agreement executed by Participant;and (ii) any other documents deemed necessary by the Company.

 

**2.2****                              ****Deliveriesby the Company****. **Subject to itsreceipt of all of the documents to be executed and delivered by Participant tothe Company under Section 2.1, and upon satisfaction of the conditions setforth in Section 3 and Section 4 of this Agreement, the Company willissue Shares in settlement of Vested Restricted Stock Units (as defined below)in the name of Participant on the books and records of the Company.  At the discretion of the Company, the Companymay issue certificates representing the Shares. To the extent the Shares are not represented by certificates, theCompany will provide Participant the notice required by Section 151(f) of the Delaware GeneralCorporation Law for the issuance of uncertificated shares.

 

**3.****                                     ****Repurchase and Vesting****.**

 

**3.1****                              ****Forfeiture****. **As of the Grant Date, exceptto the extent provided in the Notice of Grant, all of the Restricted StockUnits are considered “Unvested Restricted Stock Units”, which shall berestricted and subject to forfeiture. The Unvested Restricted Stock Units shall vest as described in theVesting Schedule set forth in the Notice of Grant.

 

TheUnvested Restricted Stock Units will continue to vest according the VestingSchedule set forth in the Notice of Grant so long as Participant remains anemployee of the Company (Restricted Stock Units that have vested are referredto herein as “Vested Restricted Stock Units”).  Participant agrees not to sell, assign,transfer, pledge, hypothecate, or otherwise dispose of, by operation of law orotherwise, any Restricted Stock Units except as permitted by thisAgreement.  Any Unvested Restricted StockUnits that have not vested pursuant to the Vesting Schedule set forth in theNotice of Grant at the time Participant ceases to be an employee of the Company(by resignation, removal or otherwise, whether or not for cause) shallautomatically be forfeited and Participant shall have no rights therein.

 

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**3.2****                              ****CessationDate****.**  In case ofany dispute as to the date that Participant ceases to be an employee of theCompany, such cessation date shall be determined in good faith by the Company’sBoard of Directors.

 

**3.3****                              ****Adjustments.**  Thenumber of Restricted Stock Units that are Vested Restricted Stock Units orUnvested Restricted Stock Units will be equitably adjusted for any stock split,combination, stock dividend, merger, consolidation, reorganization, recapitalization,or any other change in corporate structure or other transaction not involvingthe receipt of consideration by the Company occurring after the Grant Date.

 

**4.****                                     ****Restrictionson Transfers****.**  Participant shall not transfer, assign, granta lien or security interest in, pledge, hypothecate, encumber, or otherwisedispose of (collectively, a “Transfer”) any of the Restricted StockUnits that are subject to forfeiture pursuant to Section 3.

 

**5.****                                     ****Rightsas Shareholder****. **Subject to theterms and conditions of this Agreement, within 30 days following each VestingDate set forth in the Notice of Grant, Participant shall be issued a number ofShares equal to the number of Vested Restricted Stock Units that vest on thatVesting Date and Participant will have all of the rights of a holder of CommonStock with respect to the Shares from and after the date that Participantdelivers any other documents required by the Company.  Notwithstanding the foregoing, if theRestricted Stock Units vest as a result of the termination of Participant’semployment with the Company, then solely to the extent necessary to avoid theapplication of an accelerated or additional tax under Section 409A of theCode, the issuance of Shares or payment of amounts shall be delayed until theend of the required six month period for a specified employee, if applicable,as determined under Section 409A of the Code.

 

**6.****                                     ****TaxConsequences****. **PARTICIPANTUNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS ARESULT OF PARTICIPANT’S ACQUISITION OR DISPOSITION OF THE RESTRICTED STOCKUNITS AND THE SHARES.  Participantacknowledges and agrees that he or she is solely responsible for any and alltaxes that may be assessed by any taxing authority arising in any way from theaward, the grant of the Restricted Stock Units and the issuance of Shares andthat the Company shall not be liable for any such assessments.  The grant of the award, the vesting of theRestricted Stock Units, and the conversion of the Restricted Stock Units toShares, may give rise to taxable income subject to withholding.  Participant expressly acknowledges and agreesthat the Company will automatically withhold from the Shares issuable withrespect to the Restricted Stock Units such number of whole Shares having asufficient value to provide for the minimum applicable withholding taxesrequired by law in connection with such grant, vesting or issuance andParticipant shall tender payment for any remainder.  Notwithstanding the foregoing, Participantmay satisfy his/her federal, state or local tax withholding obligation byproviding advance notice to the Company and by tendering payment to the Companyfor the required tax withholding. Participant represents that he or she has consulted any tax adviser(s) thathe or she deems advisable in connection with his grant of the Restricted StockUnits and acquisition of the Shares.

 

**7.**                                      **GoverningPlan Document**.  ThisAgreement is subject to all of the provisions of the Plan, which are herebymade a part of the award evidenced by this Agreement, and is further subject toall interpretations, amendments, rules and regulations which may from timeto time be promulgated and adopted pursuant to the Plan.

 

**8.****                                     ****Compliancewith Laws and Regulations****. **The issuance and transfer of the Shares will be subject to andconditioned upon compliance by the Company and Participant with all applicablestate and federal laws and regulations and with all applicable requirements ofany stock exchange or automated

 

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quotationsystem on which the Company’s securities may be listed or quoted at the time ofsuch issuance or transfer.

 

**9.****                                     ****Successorsand Assigns****. **The Company mayassign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of thesuccessors and assigns of the Company.** **Subject to therestrictions on transfer herein set forth, this Agreement will be binding uponParticipant and Participant’s heirs, executors, administrators, successors andassigns.

 

**10.****                              ****GoverningLaw; Severability****. **This Agreementwill be governed by and construed in accordance with the internal laws of theState of Delaware, excluding that body of laws pertaining to conflict oflaws.  If any provision of this Agreementis determined by a court of law to be illegal or unenforceable, then suchprovision will be enforced to the maximum extent possible and the otherprovisions will remain fully effective and enforceable.

 

**11.****                              ****Notices****. **Any notice required to begiven or delivered to the Company shall be in writing and addressed to theCorporate Secretary of the Company at its principal corporate offices.  Any notice required to be given or deliveredto Participant hereunder shall be in writing and addressed to Participant atthe last address Participant provided to the Company.  All notices shall be deemed effectively givenupon personal delivery, three (3) days after deposit in the United Statesmail by certified or registered mail (return receipt requested), one (1) businessday after its deposit with any return receipt express courier (prepaid), or onthe business day that it is sent by fax to the fax number last provided byParticipant to the Company, but only if (A) the receiving fax deviceimmediately generates a message, printed by the sending fax device, thatconfirms receipt, and (B) receipt of the fax is confirmed by a telephonecall between sender and recipient.

 

**12.****                              ****FurtherInstruments****. **The partiesagree to execute such further instruments and to take such further action asmay be reasonably necessary to carry out the purposes and intent of thisAgreement.

 

**13.****                              ****Headings****. **The captions and headings ofthis Agreement are included for ease of reference only and will be disregardedin interpreting or construing this Agreement.** **All references to Sections willrefer to Sections of this Agreement.

 

**14.****                              ****EntireAgreement****. **This Agreementand the other agreements specifically referenced herein contain the entireunderstanding of the parties regarding the subject matter of this Agreement andsuch other agreements and supersede all prior and contemporaneous negotiationsand agreements, whether written or oral, between the parties with respect tothe subject matter of this Agreement and such other agreements.

 

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