**Exhibit 10.45**

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**WAIVERAND RELEASE**

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I.                                         RECITALS

 

A.                                   Andrew J.Russell (hereinafter referred to as “Employee”) is employed by General Moly, Inc.(formerly, Idaho General Mines, Inc.) (hereinafter referred to as “Employer.”)  Employee and Employer are desirous ofterminating their employment relationship effective August 1, 2008, in anamicable manner under the terms of this Waiver and Release.

 

B.                                     This Waiver andRelease sets forth below the terms and conditions of an amicable settlement anda full accord and satisfaction of all claims and controversies between Employeeand Employer.  Neither party admits toany wrongful conduct by entering this release, and each party specificallydenies such.

 

C.                                     This Waiver andRelease is executed in conjunction with the termination of Employee’semployment, but the scope of this Waiver and Release is broader than that.  The parties intend to settle by this Waiverand Release all matters between them relating to or arising out of eventsoccurring up to the date of this Waiver and Release, and any and all eventsbetween them during the term of this agreement.

 

D.                                    The parties aremindful of the “Amended and Restated Employment Agreement,” (“EmploymentAgreement”) between the parties, with an effective date of January 30,2007.  The terms of this Waiver andRelease will be effective and will take priority over the terms of theEmployment Agreement to the extent terms of the Employment Agreement areinconsistent with the terms of this Waiver and Release.

 

II.                                     COVENANTS

 

A.                                   Employer agreesto pay Employee $200,000.00, in accordance with the conditions specified inthis Section II.A.:

 

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1.                                       Employee willbe paid $100,000 upon the date both parties have signed this Waiver andRelease, and Employee has  returned toEmployer all property owned by Employer including by not limited to allcomputers, cell phone, credit cards and keys.

 

2.                                       Employee willbe paid $50,000 30 days after the date in II.A.1. above, provided that Employeehas complied with the requirements in II.A.4. below.

 

3.                                       Employee willbe paid $50,000 on December 31, 2008, provided that Employee has compliedwith the requirements in II.A.4., below.

 

4.                                       Employee agreesthat he will make his best efforts to assist in the orderly transition ofprojects or other matters for which he was responsible at the time of hisresignation.  Employee has provided toEmployer, a Transition Document indicating the projects or matters for which hewas responsible, their status, and any requirements remaining for theirsatisfactory completion.  Employee willalso identify any employees in the Company with whom he is working and thoseindividuals from outside the Company who are participating in the project ormatter.  The parties agree that the aimof this section is to ensure the orderly continuation of the Company’swork.  Employee agrees to cooperate withCompany for any clarification requests following submittal of the TransitionDocument .  After his resignation fromthe Company is effective, Employee also agrees that he will provide the Companyupon its request information or other assistance within the areas of hisresponsibilities while employed by the Company. Specifically, Employee agrees to perform services for Employer, withrespect to a water rights hearing currently scheduled for October, 2008 (“theWater Rights Hearing”).  Employee agreesthat he will cooperate fully with Employer’s representatives in all aspects ofthe Water Rights Hearing.  Employee alsoagrees to use his best efforts to prepare for and assist in the Employer’s preparationfor the Water Rights Hearing, and to provide truthful testimony on areascurrently disclosed by Employer and consistent with the Employer’s position inits disclosed filings.  Employee furtheragrees to assist the Employer’s preparation for the Valenti termination caseand to participate as a witness for Employer in any legal proceedings ifrequested without the need for a subpoena. If the water rights hearing and the Valenti termination case  extend beyond the time anticipated, andrequire assistance by Employee exceeding two (2) weeks of total time, theparties agree to work toward a mutually agreeable resolution for faircompensation to

 

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employee.  Employee will be reimbursed for travel and otherexpenses directly related to performing any services that are requested for oron behalf of Employer after the termination of Employee, pursuant to the termsof this agreement.

 

B.                                     Employee has astock option grant to purchase 30,000 shares of common stock in the Company ata price of $2.10 per share.  Theseoptions are scheduled to vest on August 16, 2008.  Upon the effective date of this agreement,these options will be fully vested. Employee will have one year from his date of termination to exercisethese options, pursuant to the terms of the 2006 Equity Incentive Plan.

 

C.                                     The paymentsdescribed in II.A. above, are in settlement of any claims, except any claimthat Employee has for reimbursement for business-related expenses, (which willbe paid in accordance with Employer’s normal corporate reimbursement policies),and as the entire payment for all claims that might have been brought in anylawsuit or in any state or federal judicial or administrative forum up to thedate of the execution of this Waiver and Release, including any claims forattorneys’ fees and costs.  The Employershall apply appropriate withholdings against these amounts.

 

D.                                    Inconsideration of the payment by Employer to Employee of the sum described inparagraph II.A., and II.C above, and the stock options provided for inparagraph II.B., Employee, individually and on behalf of his successors, heirs,and assigns, hereby forever releases, remises, waives, acquits, and dischargesEmployer, together with any and all parent corporations of Employer and theirrespective subsidiaries, successors, predecessors, assigns, directors,officers, shareholders, supervisors, employees, attorneys, agents, insurers,and representatives, from any and all actions, causes of action, claims,demands, losses, damages, costs, attorneys’ fees, judgments, liens,indebtedness, and liabilities whatsoever, known or unknown, suspected orunsuspected, past or present, arising from or relating or attributable toEmployee’s employment by Employer, the termination of said employment, Employee’ssubsequent search for other employment to the date of this Waiver and Release,and without limiting the generality of the foregoing, from any and all mattersasserted, or which could have been asserted, in any state or federal judicialor administrative forum, up to the date of this Waiver and Release,specifically, but not by way of limitation, including claims under the Fair

 

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Labor Standards Act, asamended, the National Labor Relations Act, as amended, Title VII of the CivilRights Act of 1964, as amended, the Post-Civil War Reconstruction Acts, asamended, the Age Discrimination in Employment Act, as amended, the Americanswith Disabilities Act, the Rehabilitation Act of 1973, as amended, the CivilRights Act of 1991, the Family and Medical Leave Act, the Employee RetirementIncome Security Act of 1974, any state civil rights act, any state statutoryclaim, including wage and hour claims, and any claim of wrongful discharge,tort or contract arising out of the common law of any state.  Employee agrees not to pursue any claims hemay have for pain and suffering, intentional infliction of emotional distress,or similar claims.  Nevertheless, theparties agree that Employee is not releasing any claim he has for reimbursementof business-related expenses, which will be paid in accordance with Employer’snormal corporate reimbursement policies. Likewise Employer on its behalf, and on behalf of any and all parentcorporations, and their respective subsidiary corporations, hereby foreverreleases, remises, waives, acquits, and discharges Employee and his successors,assigns, or agents from any and all actions, causes of action, claims, demands,losses, damages, costs, attorneys’ fees, judgments, liens, indebtedness, andliabilities whatsoever, known or unknown, suspected or unsuspected, past orpresent, arising from or relating or attributable to Employee’s employment byEmployer, the termination of said employment, Employee’s subsequent search forother employment to the date of this Waiver and Release, and, without limitingthe generality of the foregoing, specifically from any and all matters assertedor which could have been asserted in any lawsuit, up to the date of this Waiverand Release.

 

E.                                      Employee herebycovenants and warrants that he has not assigned or transferred to any personany portion of any claims which are released, remised, waived, acquitted, anddischarged in paragraph II.D. above.

 

F.                                      Employee agreesto waive reinstatement to employment with Employer.

 

G.                                     Employer willnot contest any application Employee makes for unemployment compensation, butEmployer will answer truthfully any questions asked by any agency concerningEmployee and makes no guarantee concerning Employee’s eligibility forunemployment compensation.

 

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H.                                    Employeeexpressly agrees to keep the substance of negotiations and conditions of thesettlement, and the terms and substance of this Waiver and Release, strictlyconfidential. With the exception of immediate family, tax advisors, andattorneys, Employee further agrees that he will not communicate (orally or inwriting) or in any way disclose the substance of negotiations and conditions ofthe settlement, and the terms or substance of this Waiver and Release to anyperson, judicial or administrative agency or body, business entity orassociation, or anyone else, for any reason whatsoever, without the priorexpress written consent of Employer, unless compelled to do so by law.  It is understood that Employer may makedisclosure of the terms of this Agreement as may be required by federal orstate law or applicable SEC or stock exchange requirements, and to those with abusiness need to know and Employer shall be fully and solely responsible forthe content of the disclosure.  It isalso expressly agreed that this confidentiality provision is an essentialprovision of this Waiver and Release.

 

I.                                         Employeerecognizes and restates his agreement to the provisions contained in Section 6of his Employment Agreement concerning Restrictive Covenants dealing withNon-Solicitation and Non-Competition.

 

J.                                        Employeeacknowledges that information, observations, and data obtained by Employee,during his employment with Employer concerning the business or affairs ofEmployer, constitute confidential information, are trade secrets, are theproperty of Employer, and are essential and confidential components of Employer’sbusiness.  Employee will not at any time,either during or after employment with Employer, directly or indirectlydisclose to any person or use any of such information, observations or data,except as authorized by the Employer’s CEO in writing.

 

K.                                    Immediatelyupon termination of Employee’s employment with Employer, Employee will deliverto Employer all memoranda, notes, plans, records, reports, and other documentsand information provided to Employee by Employer or created by Employee inconnection with Employee’s employment with Employer, and all copies of all suchdocuments in any form, tangible or electronic, that Employee may then possessor have under Employee’s control, and will destroy all of such information inintangible form that is in Employee’s possession or under Employee’s control.

 

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L.                                      Apart from thepayment described in paragraph II.A. above, which Employee will receive uponthe effective date of this Waiver and Release, each party will bear its owncosts and attorneys’ fees.

 

M.                                 This Waiver andRelease sets forth the complete agreement between the parties.  No other covenants or representations havebeen made or relied on by the parties, and no other consideration, other thanthat set forth herein, is due between the parties.  Specifically, but without limiting the scopeof the foregoing, no payment of money between the parties is due in any way, inany amount, or on account of any claim, including attorneys’ fees, other thanthe sum described in paragraph II.A. above.

 

N.                                    Employeerepresents that he has read this Waiver and Release and understands each of itsterms.  Employee further represents thatno representations, promises, agreements, stipulations, or statements have beenmade by Employer, or its parent corporation or their respective subsidiaries,successors, predecessors, assigns, directors, officers, employees,shareholders, supervisors, agents, attorneys, insurers, or representatives toinduce this settlement, beyond those contained herein.  Employee further represents that he voluntarilysigns this Waiver and Release as his own free act.

 

O.                                    If anyprovision of this Waiver and Release should be declared to be unenforceable byany administrative agency or court of law, the remainder of the Waiver andRelease shall remain in full force and effect, and shall be binding upon theparties hereto as if the invalidated provision were not part of this Waiver andRelease.

 

P.                                      Colorado lawshall govern the interpretation of this Waiver and Release.

 

Q.                                    This agreementis entered into by mutual agreement, and, therefore, Employee and Employer bothagree to do their best to preserve and maintain the good reputation of theother party.  Employee agrees that heshall not publicly disparage or deprecate Employer, its officers oremployees.  It is expressly understood byboth parties that it would be a violation of this agreement to express orally,or in writing, or contribute to the dissemination of communications that coulddefame or otherwise damage the reputation, value, or assets of the other party.  Employee further agrees that he will make nopublic statements concerning the facts

 

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and circumstancessurrounding his employment with Employer, except that he resigned hisemployment on terms that were mutually satisfactory to the parties.

 

R.                                     Any disputeconcerning the interpretation of this Waiver and Release, or the parties’obligations under this Waiver and Release, shall be resolved by final bindingarbitration, under the then-existing rules of the American ArbitrationAssociation for Resolution of Employment Disputes, in Denver, Colorado.  The arbitrator will be selected pursuant tothe mutual agreement of the parties, and, if the parties are unable to agree,the arbitrator will be designated by the Chief Judge of the Denver DistrictCourt, State of Colorado (the “Court”). Any award rendered by the arbitrator shall be enforced, if necessary, inthe Court.  The arbitrator may award anyrelief recognized by Colorado law, which could be awarded by a District Courtof that, including injunctive relief and attorneys’ fees.  The arbitrator shall award reasonableattorneys’ fees and costs to the prevailing party.

 

S.                                      If a party isrequired to initiate an action in court to enforce this Waiver and Release, or toassert this Waiver and Release as a defense to an action initiated by the otherparty, the prevailing party shall be entitled to its costs and attorneys’ feesfrom the other party, to the extent such costs and fees are related to theenforcement of this Waiver and Release or the assertion of it as a defense.

 

T.                                     Employer andEmployee agree that for all purposes, without limitation, including but notlimited to Employee’s entitlement to salary or any benefits of employment withEmployer, Employee’s final date of employment with Employer shall have been August 1,2008.  Employer and Employee recognizethat this provision is an indispensable portion of this Waiver and Release andthat it is important consideration for Employer’s promise and other considerationherein.

 

U.                                    Employeeacknowledges that Employer has not provided any advice or opinion to himregarding potential tax liability for payments made hereunder.  Employee agrees to indemnify Employer and itsinsurers against, and hold them harmless from, any and all claims assertedagainst, imposed upon or paid, incurred or suffered by Employer or itsinsurers, or any of them, as a result of, arising from, in connection with, orincident to assertion by any taxing authority of tax liability for the paymentsmade hereunder.

 

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V.                                     This Waiver andRelease is not intended or written to be used, and it cannot be used, by anytaxpayer for the purpose of avoiding penalties that may be imposed on anytaxpayer by the Internal Revenue Service.

 

W.                                This Waiver andRelease may be executed in identical counterparts, which, when consideredtogether, shall constitute the entire agreement of the parties.

 

X.                                    Employeracknowledges and agrees that any future employment and/or business relationshipEmployee may engage in with Robert L. Russell are expressly allowed by thisAgreement provided such activities do not violate paragraph 6.2b of theEmployment Agreement.

 

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| IN WITNESS THEREOF, |   |                |
|---------------------|--------|---------------------|
|                |   |                |
|                |   |                |
|                |   | /s/  Andrew Russell |
|                |   |                |
|                |   | ANDREW  RUSSELL     |

 

 
| STATE  OF ARIZONA   | ) |      |   |   |
|---------------------|---|-----------|--------|--------|
|                | ) |  ss. |   |   |
| COUNTY  OF Maricopa | ) |      |   |   |

 

Theforegoing instrument was acknowledged before me this   01  day of August, 2008, by Andrew Russell.

 

Witnessmy hand and official seal.

 

Mycommission expires  10/11/2010.

 
| [SEAL] |   | /s/  Mary Susan Kennedy |
|--------|--------|-------------------------|
|   |   | Notary  Public          |
|   |   |                    |

 

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|                 |   | GENERAL  MOLY, INC.                |
|----------------------|--------|------------------------------------|
|                 |   |                               |
|                 |   |                               |
|                 |   | By:                                | /s/  Bruce D. Hansen |
|                 |   |                               |
|                 |   |      Its: | Chief Executive Officer |
|                 |   |                               |
|                 |   |                               |
| STATE  OF ARIZONA    | )      |                               |   |   |
|                 | )      |  ss.                          |   |   |
| COUNTY  OF Jefferson | )      |                               |   |   |
|                      |        |                                    |  |  |  |  |

 

Theforegoing instrument was acknowledged before me this   4  day of August, 2008, by Margaret R. Bausano, as Executive Asst.for General Moly, Inc..

 

Witnessmy hand and official seal.

 

Mycommission expires  February 8, 2010.

 

 
| [SEAL] |   | /s/  Margaret R. Bausano |
|--------|--------|--------------------------|
|   |   | Notary  Public           |

 

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