SUM PAYMENT
ON THE FIRST BUSINESS DAY FOLLOWING THE EXPIRATION OF THE DELAY PERIOD.
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(B)
KEY DEFINITIONS.
FOR PURPOSES OF THE
AGREEMENT, THE TERM "TERMINATION OF EMPLOYMENT" SHALL MEAN "SEPARATION FROM
SERVICE" AS DEFINED IN SECTION 409A.
(C)
INTERPRETATION.
THE PARTIES INTEND THAT
ALL PAYMENTS PAYABLE UNDER THIS AGREEMENT WILL NOT BE SUBJECT TO THE ADDITIONAL
TAX IMPOSED BY SECTION 409A, AND THE PROVISIONS OF THIS AGREEMENT SHALL BE
CONSTRUED AND ADMINISTERED CONSISTENT WITH SUCH INTENT.
TO THE EXTENT SUCH
POTENTIAL PAYMENTS COULD BECOME SUBJECT TO SECTION 409A, THE COMPANY (OR ITS
SUCCESSOR) AND EMPLOYEE AGREE TO WORK TOGETHER TO MODIFY THE AGREEMENT TO THE
MINIMUM EXTENT NECESSARY TO REASONABLY COMPLY WITH THE REQUIREMENTS OF
SECTION 409A, PROVIDED THAT THE COMPANY (OR ITS SUCCESSOR) SHALL NOT BE REQUIRED
TO PAY EMPLOYEE'S TAXES OR ADDITIONAL COMPENSATION.
6.
AT-WILL EMPLOYMENT.
THIS AGREEMENT
DOES NOT MODIFY EMPLOYEE'S STATUS AS AN EMPLOYEE-AT-WILL.
THE PARTIES
ACKNOWLEDGE THAT EMPLOYEE IS AN EMPLOYEE-AT-WILL AND THAT EMPLOYEE'S SERVICES
MAY BE TERMINATED BY THE COMPANY AT ANY TIME WITH OR WITHOUT CAUSE.
7.
RIGHTS NOT ALIENABLE.
ANY RIGHTS
PROVIDED TO EMPLOYEE UNDER THE TERMS OF THIS AGREEMENT SHALL NOT BE ASSIGNED,
TRANSFERRED OR ALIENATED, EXCEPT BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND
DISTRIBUTION.
8.
ENTIRE AGREEMENT.
THIS AGREEMENT
CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL
PRIOR AGREEMENTS (ORAL OR WRITTEN), NEGOTIATIONS AND DISCUSSIONS BETWEEN THE
COMPANY AND EMPLOYEE.
9.
AMENDMENT.
THIS AGREEMENT MAY ONLY BE
AMENDED BY WRITTEN AGREEMENT OF THE COMPANY AND EMPLOYEE.
10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
ADMINISTERED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF THE STATE OF COLORADO, WITHOUT REGARD TO ITS PROVISIONS ON CONFLICT OF LAWS.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth below to be effective as of the Effective Date.
GENERAL MOLY, INC.
The Company
By:
/s/ Bruce D. Hansen
Date:
March 11, 2009
EMPLOYEE
By:
/s/ Gregory E. McClain
Gregory E. McClain
Date:
March 9, 2009
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