Unassociated Document


    Exhibit
      10.18

    


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (this “Agreement”)
      is
      made as of __________, 2007, by and between General Moly, Inc., a Delaware
      corporation (the “Corporation”),
      and
      _____________ (the “Indemnitee”).

    RECITALS

    


    A. The
      Corporation recognizes that competent and experienced persons are increasingly
      reluctant to serve or to continue to serve as directors or officers of
      corporations unless they are protected by comprehensive liability insurance
      or
      indemnification, or both, due to increased exposure to litigation costs and
      risks resulting from their service to such corporations, and due to the fact
      that the exposure frequently bears no reasonable relationship to the
      compensation of such directors and officers;

    B. The
      statutes and judicial decisions regarding the duties of directors and officers
      are often difficult to apply, ambiguous, or conflicting, and therefore fail
      to
      provide such directors and officers with adequate, reliable knowledge of legal
      risks to which they are exposed or information regarding the proper course
      of
      action to take;

     

    C. The
      Corporation believes that the interests of the Corporation and its stockholders
      would best be served by a combination of liability insurance and indemnification
      by the Corporation of the directors and officers of the
      Corporation;

     

    D. The
      Corporation’s Bylaws requires the Corporation to indemnify its directors and
      officers to the fullest extent permitted by the Delaware General Corporation
      Law
      (the “DGCL”);

     

    E. Section
      145 of the DGCL (“Section 145”), under which the Corporation is organized,
      empowers the Corporation to indemnify its officers, directors, employees and
      agents by agreement and to indemnify persons who serve, at the request of the
      Corporation, as the directors, officers, employees or agents of other
      corporations or enterprises, and expressly provides that the indemnification
      provided by Section 145 is not exclusive;

     

    F. Section
      102(b)(7) of the DGCL allows a corporation to include in its certificate of
      incorporation a provision limiting or eliminating the personal liability of
      a
      director for monetary damages in respect of claims by shareholders and
      corporations for breach of certain fiduciary duties, and the Corporation has
      so
      provided in its Certificate of Incorporation that each Director shall be
      exculpated from such liability to the maximum extent permitted by
      law;

     

    G. The
      Board
      of Directors has determined that contractual indemnification as set forth herein
      is not only reasonable and prudent but also promotes the best interests of
      the
      Corporation and its stockholders; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    H. Indemnitee
      is willing to serve, continue to serve or to provide additional service for
      or
      on behalf of the Corporation on the condition that he is furnished the indemnity
      provided for herein.

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      below, and other good and valuable consideration, the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:

    


    Section
      1.  Certain
      Definitions

     

    (a)  Corporation:
      shall
      include, in addition to the resulting corporation, any constituent corporation
      (including any constituent of a constituent) absorbed in a consolidation or
      merger which, if its separate existence had continued, would have had power
      and
      authority to indemnify its directors, officers, and employees or agents, so
      that
      if Indemnitee is or was a director, officer, employee or agent of such
      constituent corporation, or is or was serving at the request of such constituent
      corporation as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, Indemnitee shall stand
      in
      the same position under the provisions of this Agreement with respect to the
      resulting or surviving corporation as Indemnitee would have with respect to
      such
      constituent corporation if its separate existence had continued.

     

    (b)  Indemnifiable
      Event:
      any
      event or occurrence related to the fact that Indemnitee is or was a director,
      officer, employee, agent, or fiduciary of the Corporation, or is or was serving
      at the request of the Corporation as a director, officer, employee, trustee,
      agent, or fiduciary of another corporation, partnership, joint venture, employee
      benefit plan, trust, or other enterprise, or by reason of anything done or
      not
      done by Indemnitee in any such capacity. For purposes of this Agreement, the
      Corporation agrees that Indemnitee's service on behalf of or with respect to
      any
      Subsidiary of the Corporation shall be deemed to be at the request of the
      Corporation.

     

    (c)  Independent
      Legal Counsel:
      shall
      include special, independent counsel selected by Indemnitee and approved by
      the
      Corporation (which approval shall not be unreasonably withheld), and who has
      not
      otherwise performed services for the Corporation or for Indemnitee within the
      last five years (other than as Independent Legal Counsel under this Agreement
      or
      similar agreements). Independent Legal Counsel shall not be any person who,
      under the applicable standards of professional conduct then prevailing, would
      have a conflict of interest in representing either the Corporation or Indemnitee
      in an action to determine Indemnitee's rights under this Agreement, nor shall
      Independent Legal Counsel be any person who has been sanctioned or censured
      for
      ethical violations of applicable standards of professional conduct.

     

    (d)  Other
      enterprises:
      shall
      include employee benefit plans; references to “fines”
shall
      include any excise taxes assessed on Indemnitee with respect to an employee
      benefit plan; and references to “serving
      at the request of the Corporation”
shall
      include any service as a director, officer, employee or agent of the Corporation
      which imposes duties on, or involves services by, such director, officer or
      employee with respect to an employee benefit plan, its participants, or
      beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
      reasonably believed to be in the interest of the participants and beneficiaries
      of an employee benefit plan, Indemnitee shall be deemed to have acted in a
      manner “not
      opposed to the best interests of the Corporation”
as
      referred to in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2.  Generally.
      

     

    To
      the
      fullest extent permitted by the laws of the State of Delaware:

    


    (a)
       The
      Corporation shall indemnify, in the manner and to the fullest extent permitted
      by the Delaware Law as the same may be amended from time to time (but in the
      case of any such amendment, only to the extent that such amendment permits
      the
      Corporation to provide broader indemnification rights than permitted prior
      thereto), any person (or the estate of any person) who is or was a party to,
      or
      is threatened to be made a party to, any threatened, pending or completed
      action, suit or proceeding, whether or not by or in the right of the
      Corporation, and whether civil, criminal, administrative, investigative or
      otherwise, by reason of the fact that such person is or was a director or
      officer of the Corporation, or is or was serving at the request of the
      Corporation as a director or officer of another corporation, partnership, joint
      venture, trust or other enterprise. For the avoidance of doubt, the foregoing
      indemnification obligation includes, without limitation, claims for monetary
      damages against Indemnitee in respect of an alleged breach of fiduciary duties,
      to the fullest extent permitted under Section 102(b)(7) of the DGCL as in
      existence on the date hereof.

    


    (b)
       Subject
      to the limitation of Section 7 herein, to the fullest extent permitted by the
      Delaware Law, the indemnification provided by this Section 2 shall include
      expenses as incurred (including attorneys’ fees), judgments, fines and amounts
      paid in settlement and any such expenses shall be paid by the Corporation in
      advance of the final disposition of such action, suit or proceeding upon receipt
      of an undertaking by or on behalf of the person seeking indemnification to
      repay
      such amounts if it is ultimately determined that he or she is not entitled
      to be
      indemnified. Notwithstanding the foregoing or any other provision of this
      Article, no advance shall be made by the Corporation if a determination is
      reasonably and promptly made by the Board by a majority vote of a quorum of
      disinterested Directors, or (if such a quorum is not obtainable or, even if
      obtainable, a quorum of disinterested Directors so directs) by Independent
      Legal
      Counsel to the Corporation, that, based upon the facts known to the Board or
      such counsel at the time such determination is made, (a) the party seeking
      an
      advance acted in bad faith or deliberately breached his or her duty to the
      Corporation or its stockholders, and (b) as a result of such actions by the
      party seeking an advance, it is more likely than not that it will ultimately
      be
      determined that such party is not entitled to indemnification pursuant to this
      Agreement. 

    


    (c)
       Notwithstanding
      the foregoing provisions of this Section 2, in the case of any threatened,
      pending or completed action or suit by or in the right of the Corporation to
      procure a judgment in its favor by reason of the fact that Indemnitee is or
      was
      a director, officer, employee or agent of the Corporation, or while serving
      as a
      director or officer of the Corporation, is or was serving or has agreed to
      serve
      at the request of the Corporation as a director, officer, employee or agent
      of
      another corporation, partnership, joint venture, trust, employee benefit plan
      or
      other enterprise, no indemnification shall be made in respect of any claim,
      issue or matter as to which Indemnitee shall have been adjudged to be liable
      to
      the Corporation unless, and only to the extent that, the Delaware Court of
      Chancery or the court in which such action or suit was brought shall determine
      upon application that, despite the adjudication of liability but in view of
      all
      the circumstances of the case, Indemnitee is fairly and reasonably entitled
      to
      indemnity for such expenses which the Delaware Court of Chancery or such other
      court shall deem proper. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)
       The
      termination of any action, suit or proceeding by judgment, order, settlement,
      conviction, or upon a plea of nolo contendere or its equivalent, shall not,
      of
      itself, create a presumption that Indemnitee did not act in good faith and
      in a
      manner which Indemnitee reasonably believed to be in or not opposed to the
      best
      interests of the Corporation, and, with respect to any criminal action or
      proceeding, had reasonable cause to believe that Indemnitee’s conduct was
      unlawful. 

    


    Section
      3.  Successful
      Defense; Partial Indemnification.

     

    (a)  Successful
      Defense.
      To the
      extent that Indemnitee has been successful on the merits or otherwise in defense
      of any action, suit or proceeding referred to in Section 2 hereof or in defense
      of any claim, issue or matter therein, Indemnitee shall be indemnified against
      expenses (including attorneys’ fees) actually and reasonably incurred in
      connection therewith. For purposes of this Agreement and without
      limiting the foregoing, if any action, suit or proceeding is disposed of, on
      the
      merits or otherwise (including a disposition without prejudice), without (i)
      the
      disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee
      was liable to the Corporation, (iii) a plea of guilty or nolo contendere by
      Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith
      and
      in a manner Indemnitee reasonably believed to be in or not opposed to the best
      interests of the Corporation, and (v) with respect to any criminal proceeding,
      an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s
      conduct was unlawful, Indemnitee shall be considered for the purposes hereof
      to
      have been wholly successful with respect thereto.

     

    (b)  Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Corporation for some or a portion of the expenses, judgments, fines
      or
      penalties actually or reasonably incurred in the investigation, defense, appeal
      or settlement of any civil or criminal action, suit or proceeding, but not,
      however, for the total amount thereof, the Corporation shall nevertheless
      indemnify Indemnitee for the portion of such expenses, judgments, fines or
      penalties to which Indemnitee is entitled.

     

    Section
      4.  Indemnification
      Procedure.

     

    (a)  Notice/Cooperation
      by Indemnitee.
      Indemnitee shall, as a condition precedent to his or her right to be indemnified
      under this Agreement, give the Corporation notice as soon as practicable of
      any
      claim made against Indemnitee for which indemnification will or could be sought
      under this Agreement. Notice to the Corporation shall be directed to the Chief
      Executive Officer and Secretary of the Corporation and shall be given in
      accordance with the provisions of Section 112(c) below. In addition, Indemnitee
      shall give the Corporation such information and cooperation as it may reasonably
      require and as shall be within Indemnitee’s power.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Procedure.
      Any
      indemnification and advances provided for in Section 2 and Section 3 shall
      be made no later than thirty (30) days after receipt of the request of
      Indemnitee. If a claim under this Agreement, under any statute, or under any
      provision of the Corporation’s Certificate of Incorporation or Bylaws providing
      for indemnification, is not paid in full by the Corporation within thirty (30)
      days after a request for payment thereof has first been received by the
      Corporation, Indemnitee may, but need not, at any time thereafter bring an
      action against the Corporation to recover the unpaid amount of the claim and,
      subject to Section 6 of this Agreement, Indemnitee shall also be entitled
      to be paid for the expenses (including attorneys’ fees) of bringing such action.
      It shall be a defense to any such action (other than an action brought to
      enforce a claim for expenses incurred in connection with any action, suit or
      proceeding in advance of its final disposition) that Indemnitee has not met
      the
      standards of conduct which make it permissible under applicable law for the
      Corporation to indemnify Indemnitee for the amount claimed, but the burden
      of
      proving such defense shall be on the Corporation and Indemnitee shall be
      entitled to receive interim payments of expenses pursuant to Section 2(b)
      unless and until such defense may be finally adjudicated by court order or
      judgment from which no further right of appeal exists. It is the parties’
intention that if the Corporation contests Indemnitee’s right to
      indemnification, the question of Indemnitee’s right to indemnification shall be
      for the court to decide, and neither the failure of the Corporation (including
      its Board of Directors, any committee or subgroup of the Board of Directors,
      independent legal counsel, or its stockholders) to have made a determination
      that indemnification of Indemnitee is proper in the circumstances because
      Indemnitee has met the applicable standard of conduct required by applicable
      law, nor an actual determination by the Corporation (including its Board of
      Directors, any committee or subgroup of the Board of Directors, independent
      legal counsel, or its stockholders) that Indemnitee has not met such applicable
      standard of conduct, shall create a presumption that Indemnitee has or has
      not
      met the applicable standard of conduct.

     

    (c)  Notice
      to Insurers.
      If, at
      the time of the receipt of a notice of a claim pursuant to Section 4(a)
      hereof, the Corporation has director and officer liability insurance in effect,
      the Corporation shall give prompt notice of the commencement of such proceeding
      to the insurers in accordance with the procedures set forth in the respective
      policies. The Corporation shall thereafter take all necessary or desirable
      action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
      payable as a result of such proceeding in accordance with the terms of such
      policies.

     

    (d)  Selection
      of Counsel.
      In the
      event the Corporation shall be obligated under Section 2(b) hereof to pay the
      expenses of any proceeding against Indemnitee, the Corporation, if appropriate,
      shall be entitled to assume the defense of such proceeding, with counsel
      approved by Indemnitee, upon the delivery to Indemnitee of written notice of
      its
      election so to do. After delivery of such notice, approval of such counsel
      by
      Indemnitee and the retention of such counsel by the Corporation, the Corporation
      will not be liable to Indemnitee under this Agreement for any fees of counsel
      subsequently incurred by Indemnitee with respect to the same proceeding,
      pro-vided that (i) Indemnitee shall have the right to employ counsel in any
      such proceeding at Indemnitee’s expense; and (ii) if (A) the
      employment of counsel by Indemnitee has been previously authorized by the
      Corporation, (B) Indemnitee shall have reasonably concluded that there may
      be a conflict of interest between the Corporation and Indemnitee in the conduct
      of any such defense or (C) the Corporation shall not, in fact, have
      employed counsel to assume the defense of such proceeding, then the fees and
      expenses of Indemnitee’s counsel shall be at the expense of the
      Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      5.  Additional
      Indemnification Rights; Nonexclusivity.

     

    (a)  Scope.
      Notwithstanding any other provision of this Agreement, the Corporation hereby
      agrees to indemnify the Indemnitee to the fullest extent permitted by law,
      notwithstanding that such indemnification is not specifically authorized by
      the
      other provisions of this Agreement, the Corporation’s Certificate of
      Incorporation, and the Corporation’s Bylaws or by statute. In the event of any
      change, after the date of this Agreement, in any applicable law, statute, or
      rule which expands the right of a Delaware corporation to indemnify a member
      of
      its board of directors or an officer, such changes shall be deemed to be within
      the purview of Indemnitee’s rights and the Corporation’s obligations under this
      Agreement. In the event of any change in any applicable law, statute or rule
      which narrows the right of a Delaware corporation to indemnify a member of
      its
      board of directors or an officer, such changes, to the extent not otherwise
      required by such law, statute or rule to be applied to this Agreement shall
      have
      no effect on this Agreement or the parties’ rights and obligations
      hereunder.

     

    (b)  Nonexclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee may be entitled under the Corporation’s Certificate
      of Incorporation, its Bylaws, any agreement, any vote of stockholders or
      disinterested members of the Corporation’s Board of Directors, the General
      Corporation Law of the State of Delaware, or otherwise, both as to action in
      Indemnitee’s official capacity and as to action in another capacity while
      holding such office. The indemnification provided under this Agreement shall
      continue as to Indemnitee for any action taken or not taken while serving in
      an
      indemnified capacity even though he or she may have ceased to serve in any
      such
      capacity at the time of any action, suit or other covered
      proceeding.

     

    Section
      6.  Attorneys’
      Fees.
      In the
      event that any action is instituted by Indemnitee under this Agreement to
      enforce or inter-pret any of the terms hereof, Indemnitee shall be entitled
      to
      be paid all court costs and expenses, including reasonable attorneys’ fees,
      reasonably incurred by Indemnitee with respect to such action, unless as a
      part
      of such action, the court of competent jurisdiction determines that each of
      the
      material assertions made by Indemnitee as a basis for such action were not
      made
      in good faith or were frivolous. In the event of an action instituted by or
      in
      the name of the Corporation under this Agreement or to enforce or interpret
      any
      of the terms of this Agreement, Indemnitee shall be entitled to be paid all
      court costs and expenses, including attorneys’ fees, reasonably incurred by
      Indemnitee in defense of such action (including with respect to Indemnitee’s
      counterclaims and cross-claims made in such action), unless as a part of such
      action the court determines that each of Indemnitee’s material defenses to such
      action were made in bad faith or were frivolous.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      7.  Mutual
      Acknowledgment of Limitations.
      Both
      the Corporation and Indemnitee acknowledge that in certain instances, Federal
      law or public policy may override applicable state law and prohibit the
      Corporation from indemnifying its directors and officers under this Agreement
      or
      otherwise. For example, the Corporation and Indemnitee acknowledge that the
      Securities and Exchange Commission (the “SEC”)
      has
      taken the position that indemnification is not permissible for liabilities
      arising under certain federal securities laws, and federal legislation prohibits
      indemnification for certain ERISA violations. Indemnitee understands and
      acknowledges that the Corporation has undertaken or may be required in the
      future to undertake with the SEC not to indemnify Indemnitee or to submit the
      question of indemnification to a court in certain circumstances for a
      determination of the Corporation’s right under public policy to indemnify
      Indemnitee. The Board of Directors, in its sole discretion, may withhold
      indemnification if it has reasonable belief that such indemnification would
      be
      contrary to public policy.

     

    Section
      8.  Officer
      and Director Liability Insurance.
      The
      Corporation to the fullest extent permitted by the Delaware Law, may purchase
      and maintain insurance on behalf of any such person against any liability which
      may be asserted against such person. The Corporation shall, from time to time,
      make the good faith determination whether or not it is practicable for the
      Corporation to obtain and maintain a policy or policies of insurance with
      reputable insurance companies providing the officers and directors of the
      Corporation with coverage for losses from wrongful acts, or to ensure the
      Corporation’s performance of its indemnification obligations under this
      Agreement. Among other considerations, the Corporation will weigh the costs
      of
      obtaining such insurance coverage against the protection afforded by such
      coverage. In all policies of director and officer liability insurance,
      Indemnitee shall be named as an insured in such a manner as to provide
      Indemnitee the same rights and benefits as are accorded to the most favorably
      insured of the Corporation’s directors, if Indemnitee is a director; or of the
      Corporation’s officers, if Indemnitee is not a director of the Corporation but
      is an officer; or of the Corporation’s key employees, if Indemnitee is not an
      officer or director but is a key employee. Notwithstanding the foregoing, the
      Corporation shall have no obligation to obtain or maintain such insurance if
      the
      Corporation determines in good faith that such insurance is not reasonably
      available, if the premium costs for such insurance are disproportionate to
      the
      amount of coverage provided, if the coverage provided by such insurance is
      limited by exclusions so as to provide an insufficient benefit, or if Indemnitee
      is covered by similar insurance maintained by a parent or subsidiary of the
      Corporation. Further, the Corporation may create a trust fund, grant a security
      interest or use other means (including without limitation a letter of credit)
      to
      ensure the payment of such sums as may become necessary or desirable to effect
      the indemnification as provided herein.

     

    Section
      9.  Severability.
      Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Corporation to do or fail to do any act in violation of applicable law or
      against public policy as described in Section 7. The Corporation’s inability,
      pursuant to court order, to perform its obligations under this Agreement shall
      not constitute a breach of this Agreement. The provisions of this Agreement
      shall be severable as provided in this Section 9. If this Agreement or any
      portion hereof shall be invalidated or against public policy on any ground
      by
      any court of competent jurisdiction or other federal agency, then the
      Corporation shall nevertheless indemnify Indemnitee to the full extent permitted
      by any applicable portion of this Agreement that shall not have been
      invalidated, and the balance of this Agreement not so invalidated shall be
      enforceable in accordance with its terms.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      10.  Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Corporation shall
      not be obligated pursuant to the terms of this Agreement:

     

    (a)  Lack
      of Good Faith.
      To
      indemnify Indemnitee for any expenses incurred by Indemnitee with respect to
      any
      proceeding instituted by Indemnitee to enforce or interpret this Agreement,
      if a
      court of competent jurisdiction determines that each of the material assertions
      made by Indemnitee in such proceeding was not made in good faith or was
      frivolous;

     

    (b)  Duty
      of Loyalty.
      To
      indemnify Indemnitee for any expenses incurred by Indemnitee for any breach
      of
      the Indemnitee’s duty of loyalty to the Corporation or its
      Stockholders;

     

    (c)  Unlawful
      Payments of Dividends.
      To
      indemnify Indemnitee for any expenses incurred by Indemnitee for unlawful
      payments of dividends or unlawful stock repurchases, redemptions or other
      distributions; or

     

    (d)  Personal
      Benefits.
      To
      indemnify Indemnitee for expenses or the payment of profits arising from the
      purchase and sale by Indemnitee of securities in violation of Section 16(b)
      of the Securities Exchange Act of 1934, as amended, or any similar successor
      statute or any other personal benefits.

     

    Section
      11.  Miscellaneous.

     

    (a)  Governing
      Law.
      This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of Delaware, without giving effect
      to
      principles of conflicts of law.

     

    (b)  Entire
      Agreement; Enforcement of Rights.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter herein and merges all prior discussions between
      them. No modification of or amendment to this Agreement, nor any waiver of
      any
      rights under this Agreement, shall be effective unless in writing signed by
      the
      parties to this Agreement. The failure by either party to enforce any rights
      under this Agreement shall not be construed as a waiver of any rights of such
      party.

     

    (c)  Notices.
      Any
      notice, demand or request required or permitted to be given under this Agreement
      shall be in writing and shall be deemed sufficient when delivered personally
      or
      sent by fax or 48 hours after being sent by nationally-recognized courier or
      deposited in the U.S. mail, as certified or registered mail, with postage
      prepaid, and addressed to the party to be notified at such party’s address or
      fax number as set forth below or as subsequently modified by written
      notice.

    (d)  Counterparts.
      This
      Agreement may be executed in two counterparts, each of which shall be deemed
      an
      original and all of which together shall constitute one instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e)  Successors
      and Assigns.
      This
      Agreement shall be binding upon the Corporation and its successors and assigns,
      and inure to the benefit of Indemnitee and Indemnitee’s heirs, legal
      representatives and assigns.

     

    (f)  Subrogation.
      In the
      event of payment under this Agreement, the Corporation shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all documents required and shall do all acts that may be necessary
      to secure such rights and to enable the Corporation to effectively bring suit
      to
      enforce such rights.

     

    (g)  No
      Construction as Employment Agreement.
      Nothing
      contained herein shall be construed as giving Indemnitee any right to be
      retained in the employ of the Corporation of any of its
      Subsidiaries.

     

    (h)  Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. Pronouns
      shall be construed to include the masculine, feminine, neuter, singular and
      plural as the context requires. 

     

    (i)  No
      Duplication of Payment.
      The
      Corporation shall not be liable under this Agreement to make any payment in
      connection with any claim made against Indemnitee to the extent Indemnitee
      has
      otherwise actually received payment (under any insurance policy, provision
      of
      the Corporation's charter or Bylaws or otherwise) of the amounts otherwise
      indemnifiable hereunder

     

    (j)  Period
      of Limitation.
      No
      legal action shall be brought and no cause of action shall be asserted by or
      on
      behalf of the Corporation or any affiliate of the Corporation against Indemnitee
      or Indemnitee's spouse, heirs, executors, or personal or legal representatives
      after the expiration of three years from the date of accrual of that cause
      of
      action, and any claim or cause of action of the Corporation or its affiliate
      shall be extinguished and deemed released unless asserted by the timely filing
      of a legal action within that three-year period; provided, however, that, if
      any
      shorter period of limitations is otherwise applicable to any such cause of
      action, the shorter period shall govern.

     

    [Signature
      Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Signature
      Page to Indemnification Agreement]

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
      effective as of the date first above written.

    


    


    GENERAL
      MOLY, INC.

    


    By
      _______________________________________

    Name:
      

    Title:
      

     

    


    INDEMNITEE:

    


    By
      _______________________________________

    Name: