Exhibit 10.3


 


STOCK APPRECIATION RIGHT GRANT NOTICE


under the


GENERAL MOLY, INC.


2006 EQUITY INCENTIVE PLAN


 


General Moly, Inc. (the “Company”), hereby grants to the
Participant named below, a Stock Appreciation Right to receive appreciation in
the number of shares of the Company’s common stock, $0.001 par value per share,
(the “Common Stock”) equivalents, as set forth below (the “Stock
Appreciation Right” or “SAR”). 
This Stock Appreciation Right is granted pursuant to the terms of the
Company’s 2006 Equity Incentive Plan (“Equity Plan”), except as modified
by this Grant Notice and the Stock Appreciation Right Agreement.  This Stock Appreciation Right is subject to
all the terms and conditions as set forth herein, the Equity Plan, the Stock
Appreciation Right Agreement and the Notice of Exercise, each of which are
attached.


 


	
  Participant Name

  	
   

  



 


The undersigned Participant has been granted a Stock Appreciation Right
to receive appreciation in the Common Stock equivalents of the Company, subject
to the terms and conditions of the Equity Plan and the Stock Appreciation Right
Agreement, as follows:


 


	
  Date of Grant

  	
   

  	
                        ,
  20

  
	
  Vesting Commencement Date

  	
   

  	
                        ,
  20

  
	
  Exercise Price per share

  	
   

  	
  $    .

  
	
  Number of shares of Common Stock equivalents
  subject to the SAR

  	
   

  	
   

  
	
  Vesting Schedule

  	
   

  	
  xxx on
                  
      , 20     

  xxx on
                  
      , 20     

  xxx on
                  
      , 20

  
	
  Term/Expiration Date

  	
   

  	
  xxx on
                  
      , 20     

  xxx on
                  
      , 20     

  xxx on
                  
      , 20

  



 


Additional Terms/Acknowledgements: 
The undersigned Participant acknowledges receipt of, and understands
and agrees to, this Grant Notice, the Equity Plan, the Stock Appreciation Right
Agreement,  the Notice of Exercise and
Plan Summary.  The Participant further
acknowledges that as of the Date of Grant, this Grant Notice, the Equity Plan
and the Stock Appreciation Right Agreement set forth the entire understanding
between the Participant and the Company regarding the receipt of appreciation
in the number of shares of Common Stock covered by this award and supersede all
prior oral and written agreements on that subject.


 


	
  General Moly, Inc.

  	
   

  	
  Participant

  
	
  By:

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Insert Name & Title]

  	
   

  	
   

  	
  [Insert Name]

  
	
  Date:

  	
               ,
  20

  	
   

  	
  Date:
              , 20

  



 


Attachments:  Stock Appreciation Right Agreement, Equity
Plan and Plan Summary.


 

















 


ATTACHMENT I


STOCK APPRECIATION RIGHT AGREEMENT


 


(attached)


 


Stock Appreciation
Right


 

















 


STOCK
APPRECIATION RIGHT AGREEMENT


under the


General
Moly, Inc.


2006 EQUITY
INCENTIVE PLAN


 


Pursuant
to your Stock Appreciation Right Grant Notice (“Grant Notice”) and this
Stock Appreciation Right Agreement (together the “Agreement”), General
Moly, Inc. (the “Company”) has granted to you a Stock Appreciation
Right under its 2006 Equity Incentive Plan (the “Plan”) to receive appreciation
in the number of shares of the Company’s Common Stock equivalents indicated in
your Grant Notice with the Exercise Price (or base price) indicated in your
Grant Notice.  Capitalized terms not  defined in this Stock Appreciation Right
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The details of your Stock Appreciation Right are as
follows:


 


1.                                       VESTING.  Subject to the limitations contained herein,
your Stock Appreciation Right will vest as provided in your Grant Notice; provided, however, that vesting will cease upon the
termination of your Continuous Service and, provided further,
that your Stock Appreciation Right shall automatically become fully
vested and exercisable immediately prior to
the closing of a Change in Control.


 


2.                                       NUMBER OF SHARES AND EXERCISE PRICE.  The number of shares of Common Stock
equivalents subject to your Stock Appreciation Right and your Exercise Price
(or base price) per share referenced in your Grant Notice will be adjusted from
time to time for changes in capitalization as provided in the Plan (for
example, a stock split).


 


3.                                       CALCULATION OF APPRECIATION; DISTRIBUTION.  Your Stock Appreciation Right is
denominated in shares of Common Stock equivalents.  When you exercise the vested portion of your
Stock Appreciation Right, you will receive a distribution equal to the excess,
if any, of (a) the aggregate Fair Market Value of the shares of Common
Stock equivalents with respect to which your Stock Appreciation Right is being
exercised (determined as of the exercise date), over (b) the aggregate
Exercise Price for the shares of Common Stock equivalents with respect to which
your Stock Appreciation Right is being exercised.  Upon exercise, your appreciation distribution
will be paid in shares of Common Stock; provided, however,
the Committee retains sole discretion to pay the appreciation distribution in
cash or a combination of cash and shares of Common Stock.  To the extent shares of Common Stock are
distributed, only whole shares will be distributed and any fractional share
equivalents will be paid to you in cash. 
Upon exercise of the Stock Appreciation Right, distribution of the
appreciation will be paid to you as soon as reasonably practicable following
the exercise.


 


4.                                       WHOLE SHARES.  You may exercise your Stock Appreciation
Right only with respect to whole shares of Common Stock.


 


5.                                       EXERCISE.


 


(a)                                  You may exercise the vested portion of your Stock Appreciation Right
during its term by delivering a Notice of Exercise (in a form designated by the
Company) to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require.


 


(b)                                 By exercising your Stock Appreciation Right you agree that, as a
condition to any exercise of your Stock Appreciation Right, the Company may
require you to enter into an 


 

















 


arrangement acceptable to the Company providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of the exercise of your Stock Appreciation Right.


 


6.                                       TERMINATION OF CONTINUOUS SERVICE.  If your Continuous Service terminates for any
reason, including death, the unvested portion of your Stock Appreciation Right
shall be forfeited and the vested portion, if any, shall be automatically
exercised and redeemed.  If there is no
appreciation at the time you exercise your Stock Appreciation Right, your award
will be exercised and redeemed, but you will not receive any payment.


 


7.                                       TERM.  The term of your Stock Appreciation Right
commences on the Date of Grant and expires upon the earliest
of the following:


 


(a)                                  the date your Continuous Service terminates;


 


(b)                                 the Term/Expiration Date indicated in your Grant Notice; or


 


(c)                                  the closing of a Change in Control.


 


8.                                       SECURITIES LAW COMPLIANCE.  The exercise of your Stock Appreciation Right
and the issuance of shares of Common Stock, if any, shall be subject to
compliance with applicable securities and other laws and regulations governing
your Stock Appreciation Right, and you may not exercise your Stock Appreciation
Right if the Company determines that such exercise would not be in compliance
with such laws and regulations.


 


9.                                       TRANSFERABILITY.  Your Stock Appreciation Right is not
transferable except by will or by the laws of descent and distribution, and is
exercisable during your life only by you.


 


10.                                 STOCK APPRECIATION RIGHT NOT A SERVICE CONTRACT.  Your Stock Appreciation Right is
not an employment or service contract, and nothing in your Stock Appreciation
Right or this Stock Appreciation Right Agreement shall be deemed to create in
any way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment.  In addition, nothing in your
Stock Appreciation Right or this Stock Appreciation Right Agreement shall
obligate the Company or an Affiliate, their respective shareholders, boards of
directors, Officers or Employees to continue any relationship that you might
have as a Director or Consultant for the Company or an Affiliate.


 


11.                                 WITHHOLDING OBLIGATIONS.


 


(a)                                  At the time you exercise your Stock Appreciation Right, in whole or in
part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with your Stock Appreciation
Right.


 


(b)                                 Upon your request and subject to approval by the Company, in its sole
discretion, and compliance with any applicable conditions or restrictions of
law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your Stock Appreciation Right a
number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount
of tax required to be withheld by law.


 

















 


12.                                 NOTICES.  Any notices provided for in your Stock
Appreciation Right or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by
the Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the last address you provided to the Company.


 


13.                                 GOVERNING PLAN DOCUMENT.  Your Stock Appreciation Right is subject to
all the provisions of the Plan, the provisions of which are hereby made a part
of your Stock Appreciation Right, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Stock Appreciation Right and those of the Plan, the
provisions of the Plan shall control.


 


14.                                 STOCKHOLDER
RIGHTS.  You will not be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares of Common Stock of the Company with respect to your Stock Appreciation
Right unless and until you have satisfied all requirements for exercise of your
Stock Appreciation Right and certificates representing shares of Common Stock,
if any, will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to you.


 


15.                                 APPLICATION
OF SECTION 409A.  This
Award is intended to be exempt from the application of Section 409A of the
Code (“Section 409A”) pursuant to the Treasury Regulations issued
thereunder.  Notwithstanding the
foregoing or any other provision of this Agreement to the contrary, to the
extent that (a) one or more payments or benefits received or to be
received by you pursuant to this Agreement would constitute deferred
compensation subject to the requirements of Section 409A, and (b) you
are a “specified employee” within the meaning of Section 409A, then such
payment or benefit (or portion thereof) will be delayed until the earliest date
following your “separation from service” with the Company within the meaning of
Section 409A on which the Company can provide such payment or benefit to
you without you incurring any additional tax or interest pursuant to Section 409A,
with all payments or benefits due thereafter occurring in accordance with the
original payment schedule.


 


16.                                 ENTIRE
AGREEMENT.  This
Agreement contains the entire agreement between the parties with respect to the
Award and supersedes all prior agreements (oral or written), negotiations and
discussions between the Participant and the Company relating thereto.


 


17.                                 UNSECURED
GENERAL CREDITOR. Until paid or made available to Participant, the
amount of any appreciation distribution payable in cash under this Agreement
shall be subject to the claims of the general creditors of the Company.  All benefits provided hereunder shall be unfunded
and shall be paid only from the general assets of the Company, to the extent
then available.


 


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