IN A LUMP SUM PAYMENT ON THE FIRST BUSINESS DAY FOLLOWING THE EXPIRATION
OF THE DELAY PERIOD.
(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.
[REMAINDER OF PAGE INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS]
4
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/ David Chaput
Date:
EMPLOYEE
By:
/s/ Lee M. Shumway
Lee M. Shumway
Date:
3/16/09
[Signature Page to Change Of Control Severance Agreement]