Exhibit
10.14


Restricted Stock Agreement


This
Restricted Stock Agreement (the “Agreement”) is made and entered into as
of                               ,
20         (the “Effective Date”)
by and between Idaho General Mines, Inc., an Idaho corporation (the “Company”),
and                                     
(“Shareholder”).


RECITALS


A.                                   The
Company is granting to Shareholder the number of shares of the Company’s common
stock (“Common Stock”) set forth below pursuant to the Company’s 2006
Equity Incentive Plan (the “Plan”), subject to the terms and conditions
set forth herein and in the Plan.


B.                                     The
shares provided for in this Agreement are to be issued as an inducement for
Shareholder’s continued commitment to serve as an employee of the Company, and
the Shareholder is willing to abide by the obligations imposed hereunder.


NOW,
THEREFORE, in consideration of the mutual benefits hereinafter provided, and
each intending to be legally bound, the Company and Shareholder hereby agree as
follows:


1.             Issuance
of Shares.  Subject
to the restrictions, terms and conditions of this Agreement and the Plan, the
Company hereby grants to Shareholder                                         
shares (the “Shares”) of Common Stock. 
As used in this Agreement, the term “Shares” refers to the Shares issued
hereunder and includes all securities received (i) in replacement of the
Shares, (ii) as a result of stock dividends or stock splits in respect of
the Shares, and (iii) in replacement of the Shares in a recapitalization,
merger, reorganization or the like.


2.             Delivery.


2.1          Deliveries
by Shareholder.  Shareholder
hereby delivers to the Company (i) this Agreement; and (ii) four (4)
copies of a blank Stock Power and Assignment of Uncertificated Securities in
the form of Exhibit 1 attached hereto (the “Stock Powers”), all
of which are executed by Shareholder (and Shareholder’s spouse or domestic
partner, if any).


2.2          Deliveries by the Company.  Upon its receipt of all of
the documents to be executed and delivered by Shareholder to the Company under
Section 2.1, the Company will issue the Shares in the name of Shareholder on
the books and records of the Company and send to Shareholder the notice
required by Section 30-1-626 of the
Idaho Business Corporation Act for the issuance of uncertificated
shares.  At such time as the Shares
become Vested Shares (as defined below), the Company shall issue certificates
representing such Shares.













3.             Repurchase and Vesting.


3.1          Forfeiture.  As of the Effective Date,
all of the Shares are considered “Unvested Shares”, which shall be
restricted and subject to forfeiture. 
The Unvested Shares shall vest as follows:


The Unvested
Shares will continue to vest according the schedule set forth above so long as
the Shareholder remains an employee of the Company (shares that have vested are
referred to herein as “Vested Shares”). 
Shareholder agrees not to sell, assign, transfer, pledge, hypothecate,
or otherwise dispose of, by operation of law or otherwise, such Unvested Shares
except as permitted by this Agreement. 
Any Unvested Shares that have not vested pursuant to the schedule set
forth above at the time Shareholder ceases to be an employee of the Company (by
resignation, removal or otherwise, whether or not for cause) shall be forfeited
and Shareholder shall have no ownership rights therein.


3.2          Cessation
Date.  In case of
any dispute as to the date that Shareholder ceases to be an employee of the
Company, such cessation date shall be determined in good faith by the Company’s
Board of Directors.


3.3          Adjustments.  The number of Shares that are Vested Shares
or Unvested Shares will be equitably adjusted for any stock split, combination,
stock dividend, merger, consolidation, reorganization, recapitalization, or any
other change in corporate structure or other transaction not involving the
receipt of consideration by the Company occurring after the Effective Date.


4.             Restrictions on Transfers. Shareholder
shall not transfer, assign, grant a lien or security interest in, pledge,
hypothecate, encumber, or otherwise dispose of (collectively, a “Transfer”)
any of the Unvested Shares that are subject to forfeiture pursuant to Section
3.


5.             Rights
as Shareholder.  Subject
to the terms and conditions of this Agreement, Shareholder will have all of the
rights of a holder of Common Stock with respect to the Shares from and after
the date that Shareholder delivers an executed copy of this Agreement until
such time as Shareholder Transfers the Shares or they are forfeited to the
Company.  Upon forfeiture of the Shares,
Shareholder will have no further rights as a holder of Common Stock.


6.             Tax
Consequences.  SHAREHOLDER
UNDERSTANDS THAT SHAREHOLDER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF
SHAREHOLDER’S ACQUISITION OR DISPOSITION OF THE SHARES.  Shareholder hereby acknowledges that
Shareholder has been informed that, unless an election is filed by the
Shareholder with the Internal Revenue Service (and, if necessary, the proper
state taxing authorities), within 30 days of the acquisition of the
Shares, electing pursuant to Section 83(b) of the Internal Revenue Code (and
similar state tax provisions, if applicable) to be taxed currently on the fair
market value on the date of acquisition of the Shares, there will be a
recognition of













taxable income to
the Shareholder equal to the fair market value of the Shares at the time they
are considered transferable or no longer subject to substantial risk of
forfeiture.  Shareholder
represents that he has consulted any tax adviser(s) that he deems advisable in
connection with his acquisition of the Shares and the filing of the election
under Section 83(b) and similar tax provisions.  A form of Election under Section
83(b) is attached hereto as Exhibit 2 for reference.  SHAREHOLDER HEREBY ASSUMES ALL RESPONSIBILITY
FOR FILING OR NOT FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM
FILING OR FAILING TO FILE SUCH ELECTION.


7.             Governing Plan Document.  This Agreement is subject to all of the
provisions of the Plan, which are hereby made a part of the award evidenced by
this Agreement, 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.


8.             Compliance
with Laws and Regulations.  The
issuance and transfer of the Shares will be subject to and conditioned upon
compliance by the Company and Shareholder with all applicable state and federal
laws and regulations and with all applicable requirements of any stock exchange
or automated quotation system on which the Company’s securities may be listed
or quoted at the time of such issuance or transfer.


9.             Successors
and Assigns.  The
Company may assign any of its rights under this Agreement.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on
transfer herein set forth, this Agreement will be binding upon Shareholder and
Shareholder’s heirs, executors, administrators, successors and assigns.


10.          Governing
Law; Severability.  This
Agreement will be governed by and construed in accordance with the internal
laws of the State of Washington as such laws are applied to agreements between
Washington residents entered into and to be performed entirely within
Washington, excluding that body of laws pertaining to conflict of laws.  If any provision of this Agreement is
determined by a court of law to be illegal or unenforceable, then such
provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.


11.          Notices.  Any notice required to be
given or delivered to the Company shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices.  Any notice required to be given or delivered
to Shareholder hereunder shall be in writing and addressed to Shareholder at
the last address Shareholder provided to the Company.  All notices shall be deemed effectively given
upon personal delivery, three (3) days after deposit in the United States mail
by certified or registered mail (return receipt requested), one (1) business
day after its deposit with any return receipt express courier (prepaid), or on
the business day that it is sent by fax to the fax number last provided by
Shareholder to the Company, but only if (A) the receiving fax device
immediately generates a message, printed by the sending fax device, that
confirms receipt, and (B) receipt of the fax is confirmed by a telephone call
between sender and recipient.













12.          Further
Instruments.  The
parties hereto agree to execute such further instruments and to take such
further action as may be reasonably necessary to carry out the purposes and
intent of this Agreement.


13.          Headings.  The captions and headings
of this Agreement are included for ease of reference only and will be
disregarded in interpreting or construing this Agreement.  All references herein to Sections
will refer to Sections of this Agreement.


14.          Entire
Agreement.  This
Agreement and the other agreements specifically referenced herein contain the
entire understanding of the parties hereto regarding the subject matter of this
Agreement and such other agreements and supersede all prior and contemporaneous
negotiations and agreements, whether written or oral, between the parties
hereto with respect to the subject matter of this Agreement and such other
agreements.


(the
remainder of this page left intentionally blank)


















— SIGNATURE PAGE —


RESTRICTED
STOCK AGREEMENT


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative and Shareholder has executed this Agreement as
of the Effective Date.


	
  IDAHO GENERAL MINES, INC. 

  	
   

  	
  SHAREHOLDER 

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Name:

  



 



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LIST OF
EXHIBITS


Exhibit 1:                Stock Power and Assignment of
Uncertificated Securities


Exhibit 2:                Election under Section 83(b) of
the Internal Revenue Code



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EXHIBIT 1


Stock Power and Assignment


of
Uncertificated Securities


FOR
VALUE RECEIVED and pursuant to that certain Restricted Stock Agreement dated as
of                                   ,
20     (the “Agreement”), the undersigned hereby
sells, assigns and transfers unto IDAHO GENERAL MINES, INC., an Idaho
corporation (the “Company”),                               
uncertificated shares of the Common Stock of the Company, standing in the
undersigned’s name on the books of the Company delivered herewith, and does
hereby irrevocably constitute and appoint the Secretary of the Company as the
undersigned’s attorney-in-fact, with full power of substitution, to transfer
said stock on the books of the Company.


Dated:


	
   

  	
  SHAREHOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Please Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Spouse’s or Domestic

  
	
   

  	
  Partner’s Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Please Print Spouse’s or

  
	
   

  	
  Domestic Partner’s Name)

  



 


Instruction:  Please do not fill in any blanks
other than the signature line.  The
purpose of this Stock Power and Assignment of Uncertificated Securities is to
enable the Company and/or its assignee(s) to acquire the shares upon forfeiture
to the Company as set forth in the Agreement without requiring additional
signatures on the part of Shareholder or Shareholder’s Spouse or Domestic Partner.



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EXHIBIT 2


Section
83(b) Election


The undersigned
taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code,
to include in gross income for the taxpayer’s current taxable year of the fair
market value of the property described below at the time of transfer as
compensation for services.


(1)                                  The
taxpayer who performed the services to Idaho General Mines, Inc. (the “Company”):


Name:


Address:


Social Security No.:


(2)                                  The
property with respect to which the election is made is 142,859 shares of the Common Stock (the “Shares”) of the “Company.


(3)                                  The
property was transferred on                                     .


(4)                                  The
taxable year for which the election is made is the calendar year 2006.


(5)                                  The
Shares are subject to the following restrictions: the shares are subject to
vesting based upon continued service as an employee of the Company.  The restrictions described herein are set
forth in the Restricted Stock Agreement between the Company and taxpayer dated                                 .


(6)                                  The
fair market value of a Share at the time of transfer (determined without regard
to any restriction other than a restriction which by its terms will never
lapse) was $         per Share.


(7)                                  No
consideration was paid by the taxpayer for the Shares.


(8)                                  A
copy of this statement was furnished to the Company for whom taxpayer rendered
the services underlying the transfer of such shares.


(9)                                  This
statement is executed on                                       .


	
  

  	
   

  	
   

  
	
  Taxpayer

  	
   

  	
  Spouse or Domestic Partner (if any)

  



 


This
election must be filed with the Internal Revenue Service Center with which the
Shareholder files his or her federal income tax returns and must be filed
within 30 days after the date of acquisition. 
This filing should be made by registered or certified mail, return
receipt requested.  The Shareholder must
retain two copies of the completed form for filing with his or her federal and
state tax returns for the current tax year and an additional copy for his or
her records.



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