Exhibit 10.1


 


WAIVER AND RELEASE


 


I.              RECITALS


 


A.            Daniel G. Zang (hereinafter referred to as “Employee”) is
employed by General Moly, Inc. (formerly, Idaho General Mines, Inc.)
(hereinafter referred to as “Employer.”) 
Employee was hired on June 25,
2007, in the position of Corporate
Controller and Treasurer. 
Effective May 15, 2009,
Employer is no longer in need of Employee’s services, and therefore effective
that date, Employee will be laid off from his position under the terms of this
Waiver and Release.


 


B.            This Waiver and
Release sets forth below the terms and conditions of an amicable settlement and
a full accord and satisfaction of all claims and controversies between Employee
and Employer.


 


C.            This Waiver and
Release is executed in conjunction with the termination of Employee’s
employment, but the scope of this Waiver and Release is broader than that.  The parties intend to settle by this Waiver
and Release all matters between them relating to or arising out of events
occurring up to the date of this Waiver and Release.


 


II.            COVENANTS


 


A.            Employer agrees to pay
Employee an amount of $87,500.00,
representing six (6) months wages, and to
pay the cost of continuing health coverage under COBRA for up to six (6) months, provided the Employee enrolls in such
coverage and continues to be eligible for COBRA coverage, as consideration if
all the terms of this agreement have been maintained.  This payment and offer of company-paid health
coverage under COBRA for six (6) months is a settlement of any claims,
except any claim that Employee has for reimbursement for business-related
expenses, which will be paid in accordance with Employer’s normal corporate
reimbursement policies, and as the entire payment for all claims that might
have been brought in any lawsuit or in any state or federal judicial or
administrative forum up to the date of the 


 

















 


execution of
this Waiver and Release, including any claims for attorneys’ fees and
costs.  The Employer shall apply
appropriate withholdings against these amounts.


 


B.            Employee will receive
all unused, unpaid vacation, minus
applicable taxes.


 


C.            In consideration of
the payment by Employer to Employee of the sum described in paragraph II.A.
above, Employee, individually and on behalf of his successors, heirs, and
assigns, hereby forever releases, remises, waives, acquits, and discharges
Employer, together with any and all parent corporations of Employer and their
respective 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 or
unsuspected, past or present, arising from or relating or attributable to
Employee’s employment by Employer, the termination of said employment, Employee’s
subsequent search for other employment to the date of this Waiver and Release,
and without limiting the generality of the foregoing, from any and all matters
asserted, or which could have been asserted, in any state or federal judicial
or administrative forum, up to the date of this Waiver and Release,
specifically, but not by way of limitation, including claims under the Fair
Labor Standards Act, as amended, the National Labor Relations Act, as amended,
Title VII of the Civil Rights Act of 1964, as amended, the Post-Civil War
Reconstruction Acts, as amended, the Age Discrimination in Employment Act, as
amended, the Americans with Disabilities Act, the Rehabilitation Act of 1973,
as amended, the Civil Rights Act of 1991, the Family and Medical Leave Act, the
Employee Retirement Income Security Act of 1974, any state civil rights act,
any state statutory claim, 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 he may have for pain and suffering, intentional infliction of emotional
distress, or similar claims. 
Nevertheless, the parties agree that Employee is not releasing any claim
he has for reimbursement of business-related expenses, which will be paid in
accordance with Employer’s normal corporate reimbursement policies.  Likewise Employer on its behalf, and on
behalf of any and all parent corporations, and their respective subsidiary
corporations, hereby forever releases, remises, waives, acquits, and discharges
Employee and his successors, assigns, or agents from any and all actions,
causes of action, claims, demands, losses, 


 


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damages,
costs, attorneys’ fees, judgments, liens, indebtedness, and liabilities
whatsoever, known or unknown, suspected or unsuspected, past or present,
arising from or relating or attributable to Employee’s employment by Employer,
the termination of said employment, Employee’s subsequent search for other
employment to the date of this Waiver and Release, and, without limiting the
generality of the foregoing, specifically from any and all matters asserted or
which could have been asserted in any lawsuit, up to the date of this Waiver
and Release.


 


D.            Employee hereby
covenants and warrants that he has not assigned or transferred to any person
any portion of any claims which are released, remised, waived, acquitted, and
discharged in paragraph II.C. above.


 


E.             Employer will not
contest any application Employee makes for unemployment compensation, but
Employer will answer truthfully any questions asked by any agency concerning
Employee and makes no guarantee concerning Employee’s eligibility for
unemployment compensation.


 


F.             Employee acknowledges
that information, observations, and data obtained by Employee, during his
employment with Employer concerning the business or affairs of Employer,
constitute confidential information, are trade secrets, are the property of
Employer, and are essential and confidential components of Employer’s
business.  Employee will not at any time,
either during or after employment with Employer, directly or indirectly
disclose to any person or use any of such information, observations or data,
except as authorized by Employer in writing.


 


G.            Immediately upon
termination of Employee’s employment with Employer, Employee will deliver to
Employer all memoranda, notes, plans, records, reports, and other documents and
information provided to Employee by Employer or created by Employee in
connection with Employee’s employment with Employer, and all copies of all such
documents in any form, tangible or electronic, that Employee may then possess
or have under Employee’s control, and will destroy all of such information in
intangible form that is in Employee’s possession or under Employee’s
control.  Employee will also immediately
deliver to Employer all property belonging to Employer.


 


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H.            Apart from the payment
described in paragraph II.A. above, which Employee will receive following the
effective date of this Waiver and Release, each party will bear its own costs
and attorneys’ fees.


 


I.              This Waiver and
Release sets forth the complete agreement between the parties.  No other covenants or representations have
been made or relied on by the parties, and no other consideration, other than
that set forth herein, is due between the parties.  Specifically, but without limiting the scope
of the foregoing, no payment of money between the parties is due in any way, in
any amount, or on account of any claim, including attorneys’ fees, other than
the sum described in paragraph II.A. above.


 


J.             Employee acknowledges
that Employer has advised and hereby advises him:


 


1.             to consult with an
attorney prior to executing this Waiver and Release;


 


2.             that
he has at least forty-five (45) days within which
to consider this Waiver and Release; and


 


3.             that
for a period of seven (7) days following
execution of this Waiver and Release, Employee may revoke this Waiver and
Release and that it shall not become effective or enforceable until expiration
of said seven (7) day period.


 


Employee
further acknowledges and agrees that he will receive the payment described in
paragraph II.A. above only upon expiration of the seven (7) day
time period described above, and that this payment represents an
amount to which Employee is not otherwise entitled.


 


K.            Employee represents
that he has read this Waiver and Release and understands each of its
terms.  Employee further represents that
no representations, promises, agreements, stipulations, or statements have been
made by Employer, or its parent corporation or their respective subsidiaries,
successors, predecessors, assigns, directors, officers, employees, 


 


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shareholders,
supervisors, agents, attorneys, insurers, or representatives to induce this
settlement, beyond those contained herein. 
Employee further represents that he voluntarily signs this Waiver and
Release as his own free act.


 


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


 


M.           Colorado law shall
govern the interpretation of this Waiver and Release.


 


N.            This agreement is
entered into by mutual agreement, and, therefore, Employee and Employer both
agree to do their best to preserve and maintain the good reputation of the
other party.  Employee agrees that he
shall not disparage or deprecate Employer, its officers or employees.  It is expressly understood by both parties
that it would be a violation of this agreement to express orally, or in
writing, or contribute to the dissemination of communications that could defame
or otherwise damage the reputation, value, or assets of the other party.  Employee further agrees that he will make no
public statements concerning the facts and circumstances surrounding his
employment with Employer, except that his position was eliminated due to the
completion of the work he was hired to perform, and on terms that were mutually
satisfactory to the parties.


 


O.            Any dispute concerning
the interpretation of this Waiver and Release, or the parties’ obligations
under this Waiver and Release, shall be resolved by final binding arbitration,
under the then-existing rules of the American Arbitration Association for
Resolution of Employment Disputes, in Denver, Colorado.  The arbitrator will be selected pursuant to
the mutual agreement of the parties, and, if the parties are unable to agree,
the arbitrator will be designated by the Chief Judge of the Colorado District
Court for the City and County of Denver, Colorado.  Any award rendered by the arbitrator shall be
enforced, if necessary, in the District Court for the City and County of
Denver, Colorado.  The arbitrator may
award any relief recognized by Colorado law, which could be awarded by a
District Court of that, including injunctive relief and attorneys’ fees.  The arbitrator shall award reasonable
attorneys’ fees and costs to the prevailing party.


 


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P.             If a party is
required to initiate an action in court to enforce this Waiver and Release, or
to assert this Waiver and Release as a defense to an action initiated by the
other party, the prevailing party shall be entitled to its costs and attorneys’
fees from the other party, to the extent such costs and fees are related to the
enforcement of this Waiver and Release or the assertion of it as a defense.


 


Q.            Employer and Employee
agree that for all purposes, without limitation, including but not limited to
Employee’s entitlement to salary or any benefits of employment with Employer,
Employee’s final date of employment with Employer shall be May 15, 2009.  Employer
and Employee recognize that this provision is an indispensable portion of this
Waiver and Release and that it is important consideration for Employer’s
promise and other consideration herein.


 


R.            Employee acknowledges
that Employer has not provided any advice or opinion to his regarding potential
tax liability for payments made hereunder. 
Employee agrees to indemnify Employer and its insurers against, and hold
them harmless from, any and all claims asserted against, imposed upon or paid,
incurred or suffered by Employer or its insurers, or any of them, as a result
of, arising from, in connection with, or incident to assertion by any taxing
authority of tax liability for the payments made hereunder.


 


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


 


T.            This Waiver and
Release may be executed in identical counterparts, which, when considered
together, shall constitute the entire agreement of the parties.


 


IN WITNESS
THEREOF, and intending to be legally bound, the parties have executed this
Waiver and Release to be effective seven (7) days after its execution.


 


 


	
   

  	
  /s/ Daniel
  G. Zang

  
	
   

  	
  Daniel G. Zang

  



 


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  STATE OF
  COLORADO

  	
  )

  
	
   

  	
   

  
	
   

  	
  ) ss.

  
	
   

  	
   

  
	
  COUNTY OF
  Jefferson

  	
  )

  



 


The foregoing instrument was acknowledged before me this 15th day of May,
2009, by Daniel G. Zang.


 


Witness my hand and official seal.


 


My commission expires February 8, 2010.


 


 


	
  [SEAL]

  	
   

  	
  /s/ Margaret
  R. Bausano

  
	
   

  	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL
  MOLY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Chaput

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  CFO

  
				



 


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  STATE OF
  COLORADO

  	
  )

  
	
   

  	
   

  
	
   

  	
  ) ss.

  
	
   

  	
   

  
	
  COUNTY OF
  Jefferson

  	
  )

  



 


The foregoing instrument was acknowledged before me this 18th day of
May, 2009, by Margaret R. Bausano, as Sr. Exec. Assistant for General Moly, Inc.


 


Witness my hand and official seal.


 


My commission expires February 8, 2010.


 


 


	
  [SEAL]

  	
  /s/ Margaret
  R. Bausano

  
	
   

  	
  Notary
  Public

  



 


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