**Exhibit10.42**

 

**CHANGE OFCONTROL SEVERANCE AGREEMENT**

 

This Change of Control Severance Agreement isentered into between **GENERAL MOLY, INC.**,a Delaware corporation (the “Company”) and Robert Pennington (“Employee”)to be effective as of April 23, 2009 (the “Effective Date”).  Certain capitalized terms used in thisAgreement are defined in Section 4 below.

 

**RECITALS**

 

A.                                   The Company hasretained Employee to perform services that are important to the long-termsuccess of the Company.

 

B.                                     The Board ofDirectors of the Company believes that it is in the best interests of theCompany and its shareholders to provide Employee with enhanced financialsecurity and sufficient encouragement to remain with the Company during thisstage of the Company’s operations notwithstanding the employment uncertaintiesrelated to a possible Change of Control of the Company.

 

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

 

**AGREEMENT**

 

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

 

1.                                       **Term of Agreement.**  Theterm of this Agreement shall commence as of the Effective Date and shallterminate automatically on the earlier of (a) December 31, 2011 or (b) thedate Employee terminates employment with the Company (the “Term”) unlessthe parties, prior to the end of the Term, enter into a written agreementrenewing or extending this Agreement.

 

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

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The amount of Employee’sSeverance Pay will be determined as the sum of (a) an amount equal to two (2) timesEmployee’s annual base salary (as in effect immediately prior to the closing ofthe Change of Control), plus (b) an amount equal to 100% of Employee’starget annual bonus for one year (as in effect immediately prior to the closingof the Change of Control), if any, less applicable withholdings.  In addition, all outstanding stock-based awards

 

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granted to Employee prior to the Change of Control shall have theirvesting and exercisability accelerated in full upon the effective date of theclosing of the Change of Control regardless of whether Employee has terminatedemployment.

 

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

 

# 4.                                       **Certain Definitions.**  For purposes of this Agreement the followingterms shall have the following meanings:

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## (a)                                  ***“Cause”*** means, unless otherwiseexpressly defined in an employment or other agreement between the Company andEmployee, 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 materiallydetrimental to the Company or such other cause as the Company in good faithreasonably determines provides cause for the discharge of Employee.

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## (b)                                 ***“Change of Control”*** means:

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#### (1)                                  The acquisitionby any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 50% or more of either (A) thethen-outstanding shares of common stock of the Company (the “OutstandingCompany Common Stock”) or (B) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally inthe election of directors (the “Outstanding Company Voting Securities”);*provided, however*, that, forpurposes of this paragraph (1), the following acquisitions shall not constitutea Change of Control:  (i) anyacquisition directly from the Company, (ii) any acquisition by theCompany, or (iii) any acquisition by any employee benefit plan (or relatedtrust) sponsored or maintained by the Company or any affiliated company; or

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#### (2)                                  Consummation ofa reorganization, merger, statutory share exchange or consolidation or similarcorporate transaction involving the Company or the acquisition of assets orstock of another entity by the Company (each, a “Business Combination”),in each case unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities that were the beneficialowners of the Outstanding Company Common Stock and the Outstanding CompanyVoting Securities immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 50% of the then-outstanding shares ofcommon stock and the combined voting power of the then-outstanding votingsecurities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Business Combination (including,without limitation, a corporation that, as a result of such transaction, ownsthe Company or all or substantially all of the Company’s assets either directlyor through one or more subsidiaries) in substantially the same proportions astheir ownership immediately prior to such Business Combination of theOutstanding Company Common Stock and the Outstanding Company Voting Securities,as the case may be, and (B) no Person (excluding any corporation resultingfrom such Business Combination or any employee

 

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#### benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 50% or more of, respectively, the then-outstanding shares of commonstock of the corporation resulting from such Business Combination or thecombined voting power of the then-outstanding voting securities of suchcorporation, except to the extent that such ownership existed prior to theBusiness Combination;; or

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#### (3)                                  Individualswho, as of the date hereof, constitute the Board of Directors of the Company(the “Incumbent Board”) cease for any reason to constitute at least amajority of the Board;*provided, however,*that any individual becoming a director subsequent to the date hereof whoseelection, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatenedelection contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board; or

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#### (4)                                  A sale ordisposition of all or substantially all of the operating assets of the Companyto an unrelated party; or

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#### (5)                                  Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

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## (c)                                  ***“Good Reason”*** means a material negativechange in the service relationship as determined in good faith by Employee ofthe occurrence of any of the following conditions, without Employee’s expresswritten consent (i) a material dimunition in Employee’s base compensation;(ii) a material dimunition in Employee’s authority, duties, orresponsibilities; (iii) a material change of more than 50 miles in thegeographic location at which Employee is required to perform the services; or (iv) anyaction or inaction that constitutes a material breach by the Company (or itssuccessor) of any agreement under which Employee provides services to theCompany (or its successor).  Employeeshall provide written notice of Good Reason to the Company (or its successor)within 30 days of the initial occurrence of the condition.

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# 5.                                       **Section 409A; Deferred Compensation.**

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## (a)                                  **Delay in Payment.** Notwithstanding anything in this Agreement to the contrary, if Employeeis deemed by the Company (or its successor) be a “specified employee,” theSeverance Pay shall not be paid until the date which is the first business dayfollowing the six-month period after Employee’s separation from service (or ifearlier, Employee’s death).  Such delayin payment shall only be effected to the extent required to avoid adverse taxtreatment to Employee under Section 409A of the Internal Revenue Code of1986, as amended (“Section 409A”). Any payment not subject to such delay, shall be paid pursuant to thetime and form of payment specified above. Any compensation which would have otherwise been paid during the delayperiod shall be paid to Employee (or Employee’s beneficiary or estate) in alump sum payment on the first business day following the expiration of thedelay period.

 

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## (b)                                 **Key Definitions. **For purposes ofthe Agreement, the term “termination of employment” shall mean “separation fromservice” as defined in Section 409A.

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## (c)                                  **Interpretation.**  Theparties intend that all payments payable under this Agreement will not besubject to the additional tax imposed by Section 409A, and the provisionsof this Agreement shall be construed and administered consistent with suchintent.  To the extent such potentialpayments could become subject to Section 409A, the Company (or itssuccessor) and Employee agree to work together to modify the Agreement to theminimum 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’staxes or additional compensation.

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

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

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# 8.                                       **Entire Agreement.**  ThisAgreement contains the entire agreement between the parties hereto andsupersedes all prior agreements (oral or written), negotiations and discussionsbetween the Company and Employee.

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# 9.                                       **Amendment.**  ThisAgreement may only be amended by written agreement of the Company and Employee.

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# 10.                                 **Governing Law.**  ThisAgreement shall be administered, interpreted and enforced in accordance withthe substantive laws of the State of Colorado, without regard to its provisionson conflict of laws.

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IN WITNESS WHEREOF, the parties have executed thisAgreement on the dates set forth below to be effective as of the EffectiveDate.

 
|   | **GENERAL MOLY, INC.****The Company** |
|--------|---------------------------------------|
|   | ** **                            |
|   |                                  |
|   | By:                                   | /s/  Bruce D. Hansen |
|   |                                  |   |
|   |                                  |   |
|   | Date:                                 | April 23,  2009 |
|   |                                  |
|   | **EMPLOYEE**                          |
|   |                                  |
|   | By:                                   | /s/  Robert Pennington |
|   |                                  | Robert  Pennington |
|   |                                  |   |
|   | Date:                                 | April 23,  2009 |

 

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