Exhibit 10.1


 


SECOND AMENDMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Second Amendment to Amended and Restated
Employment Agreement is entered into between GENERAL
MOLY, INC., a Delaware corporation (the “Company”) and BRUCE D. HANSEN (“Hansen” or “Executive”) to
be effective as of February 27, 2009.


 


RECITALS


 


A.                                   Effective as of
September 13, 2007, Idaho General Mines, Inc., the predecessor to the
Company, and Executive entered into an Amended and Restated Employment
Agreement, which was subsequently amended effective as of January 1, 2009
(the “Agreement”).


 


B.                                     The Company and
Executive now desire to amend the Agreement to extend the term of the
Agreement, to revise the definition of and payments related to a Change of
Control.


 


AMENDMENT


 


THEREFORE, in consideration of the foregoing and the
mutual promises and covenants set forth below, the parties agree as follows:


 


1.                                       Section 2.1 (Term of
Agreement) is hereby amended and restated to read in its entirety as follows:


 


2.1                                 Subject to the
provisions for early termination as hereinafter provided, the term of this
Agreement shall commence as of September 13, 2007 and shall terminate
automatically on December 31, 2011, (the “Term”) unless the
parties, prior to the end of the Term, enter into a written agreement renewing
or extending this Agreement.


 


2.                                       Section 2.2(e) (Change
of Control) is hereby amended and restated to read in its entirety as follows:


 


(e)                                  automatically
upon a Change of Control, in which event the Company shall pay to Hansen three (3) times
his annual Base Compensation, as in effect immediately prior to the closing of
the Change of Control (the “Change of Control Payment”).  Furthermore, the cash incentive award for
major financing will be paid, if it has not previously been paid, and all
outstanding stock-based equity awards will vest upon the effective date of the
closing of the Change of Control event. 
The Change of Control Payment and, if applicable, the cash incentive
award for major financing, shall be paid in a lump sum, on a date determined by
the Company, within 60 days following the effective date of the closing of the
Change of Control event, provided such event also constitutes a “change in
control” event for purposes of Treasury Regulation § 1.409A-3(i)(5) otherwise,
such payment shall be made in a lump sum, on a date determined by the Company
(or its successor), within 60 days following Executive’s separation from
service after the effective date of the closing of the Change of Control,
except as required by Section 2.5. 
For purposes of this Agreement, Change of Control shall mean:


 

















 


(i)                                     The acquisition
by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of
this Section 2.2(e)(i), the following acquisitions shall not constitute a
Change of Control:  (i) any
acquisition directly from the Company, (ii) any acquisition by the
Company, or (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any affiliated company; or


 


(ii)                                  Consummation of
a reorganization, merger, statutory share exchange or consolidation or similar
corporate transaction involving the Company or the acquisition of assets or
stock of another entity by the Company (each, a “Business Combination”),
in each case unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation that, as a result of such transaction, owns
the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, and (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination; or


 


(iii)                               Individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office 


 


2

















 


occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or


 


(iv)                              A sale or
disposition of all or substantially all of the operating assets of the Company
to an unrelated party; or


 


(v)                                 Approval by the
shareholders of the Company of a complete liquidation or dissolution of the
Company.


 


Except for this Second Amendment to the
Agreement, all terms and conditions of the Agreement, as previously amended,
shall remain in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed
this Second Amendment to Amended and Restated Employment Agreement on the dates
set forth below, to be effective as of February 27, 2009.


 


	
   

  	
  GENERAL
  MOLY, INC.

  
	
   

  	
  The Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Chaput

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  March 5,
  2009

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bruce D. Hansen

  
	
   

  	
   

  	
  Bruce
  D. Hansen

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  March 5,
  2009

  
	
   

  	
   

  



 


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