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

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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.

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Exhibit 10.2

AMENDMENT
EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement is entered into between GENERAL MOLY, INC. , a Delaware corporation (the “ Company ”) and DAVID A CHAPUT (“ Chaput ” or “ Executive ”) to be effective as of February 27, 2009.

RECITALS

A.                                    Effective as of April 25, 2007, Idaho General Mines, Inc., the predecessor to the Company, and Executive entered into an 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 April 25, 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 Chaput 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

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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 Employment Agreement on the dates set forth below, to be effective as of February 27, 2009.

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Exhibit 10.3

STOCK APPRECIATION RIGHT GRANT NOTICE

under the

GENERAL MOLY, INC.

2006 EQUITY INCENTIVE PLAN

General Moly, Inc. (the “ Company ”), hereby grants to the Participant named below, a Stock Appreciation Right to receive appreciation in the number of shares of the Company’s common stock, $0.001 par value per share, (the “ Common Stock ”) equivalents, as set forth below (the “ Stock Appreciation Right ” or “ SAR ”).  This Stock Appreciation Right is granted pursuant to the terms of the Company’s 2006 Equity Incentive Plan (“ Equity Plan ”), except as modified by this Grant Notice and the Stock Appreciation Right Agreement.  This Stock Appreciation Right is subject to all the terms and conditions as set forth herein, the Equity Plan, the Stock Appreciation Right Agreement and the Notice of Exercise, each of which are attached.

The undersigned Participant has been granted a Stock Appreciation Right to receive appreciation in the Common Stock equivalents of the Company, subject to the terms and conditions of the Equity Plan and the Stock Appreciation Right Agreement, as follows:

Additional Terms/Acknowledgements:  The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Equity Plan, the Stock Appreciation Right Agreement,  the Notice of Exercise and Plan Summary.  The Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Equity Plan and the Stock Appreciation Right Agreement set forth the entire understanding between the Participant and the Company regarding the receipt of appreciation in the number of shares of Common Stock covered by this award and supersede all prior oral and written agreements on that subject.

Attachments:  Stock Appreciation Right Agreement, Equity Plan and Plan Summary.

ATTACHMENT I

STOCK APPRECIATION RIGHT AGREEMENT

(attached)

Stock Appreciation Right

STOCK APPRECIATION RIGHT AGREEMENT

under the

General Moly, Inc.

2006 EQUITY INCENTIVE PLAN

Pursuant to your Stock Appreciation Right Grant Notice (“ Grant Notice ”) and this Stock Appreciation Right Agreement (together the “ Agreement ”), General Moly, Inc. (the “ Company ”) has granted to you a Stock Appreciation Right under its 2006 Equity Incentive Plan (the “Plan”) to receive appreciation in the number of shares of the Company’s Common Stock equivalents indicated in your Grant Notice with the Exercise Price (or base price) indicated in your Grant Notice.  Capitalized terms not  defined in this Stock Appreciation Right Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of your Stock Appreciation Right are as follows:

1.                                        VESTING .  Subject to the limitations contained herein, your Stock Appreciation Right will vest as provided in your Grant Notice; provided, however , that vesting will cease upon the termination of your Continuous Service and, provided further , that your Stock Appreciation Right shall automatically become fully vested and exercisable immediately prior to the closing of a Change in Control.

2.                                        NUMBER OF SHARES AND EXERCISE PRICE .  The number of shares of Common Stock equivalents subject to your Stock Appreciation Right and your Exercise Price (or base price) per share referenced in your Grant Notice will be adjusted from time to time for changes in capitalization as provided in the Plan (for example, a stock split).

3.                                        CALCULATION OF APPRECIATION; DISTRIBUTION .  Your Stock Appreciation Right is denominated in shares of Common Stock equivalents.  When you exercise the vested portion of your Stock Appreciation Right, you will receive a distribution equal to the excess, if any, of (a) the aggregate Fair Market Value of the shares of Common Stock equivalents with respect to which your Stock Appreciation Right is being exercised (determined as of the exercise date), over (b) the aggregate Exercise Price for the shares of Common Stock equivalents with respect to which your Stock Appreciation Right is being exercised.  Upon exercise, your appreciation distribution will be paid in shares of Common Stock; provided, however , the Committee retains sole discretion to pay the appreciation distribution in cash or a combination of cash and shares of Common Stock.  To the extent shares of Common Stock are distributed, only whole shares will be distributed and any fractional share equivalents will be paid to you in cash.  Upon exercise of the Stock Appreciation Right, distribution of the appreciation will be paid to you as soon as reasonably practicable following the exercise.

4.                                        WHOLE SHARES .  You may exercise your Stock Appreciation Right only with respect to whole shares of Common Stock.

5.                                        EXERCISE.

(a)                                   You may exercise the vested portion of your Stock Appreciation Right during its term by delivering a Notice of Exercise (in a form designated by the Company) to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(b)                                  By exercising your Stock Appreciation Right you agree that, as a condition to any exercise of your Stock Appreciation Right, the Company may require you to enter into an

arrangement acceptable to the Company providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of the exercise of your Stock Appreciation Right.

6.                                        TERMINATION OF CONTINUOUS SERVICE .  If your Continuous Service terminates for any reason, including death, the unvested portion of your Stock Appreciation Right shall be forfeited and the vested portion, if any, shall be automatically exercised and redeemed.  If there is no appreciation at the time you exercise your Stock Appreciation Right, your award will be exercised and redeemed, but you will not receive any payment.

7.                                        TERM.   The term of your Stock Appreciation Right commences on the Date of Grant and expires upon the earliest of the following:

(a)                                   the date your Continuous Service terminates;

(b)                                  the Term/Expiration Date indicated in your Grant Notice; or

(c)                                   the closing of a Change in Control.

8.                                        SECURITIES LAW COMPLIANCE .  The exercise of your Stock Appreciation Right and the issuance of shares of Common Stock, if any, shall be subject to compliance with applicable securities and other laws and regulations governing your Stock Appreciation Right, and you may not exercise your Stock Appreciation Right if the Company determines that such exercise would not be in compliance with such laws and regulations.

9.                                        TRANSFERABILITY .  Your Stock Appreciation Right is not transferable except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

10.                                  STOCK APPRECIATION RIGHT NOT A SERVICE CONTRACT .  Your Stock Appreciation Right is not an employment or service contract, and nothing in your Stock Appreciation Right or this Stock Appreciation Right Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment.  In addition, nothing in your Stock Appreciation Right or this Stock Appreciation Right Agreement shall obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

11.                                  WITHHOLDING OBLIGATIONS.

(a)                                   At the time you exercise your Stock Appreciation Right, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with your Stock Appreciation Right.

(b)                                  Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable conditions or restrictions of law, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your Stock Appreciation Right a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law.

12.                                  NOTICES .  Any notices provided for in your Stock Appreciation Right or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

13.                                  GOVERNING PLAN DOCUMENT .  Your Stock Appreciation Right is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Stock Appreciation Right, 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.  In the event of any conflict between the provisions of your Stock Appreciation Right and those of the Plan, the provisions of the Plan shall control.

14.                                  STOCKHOLDER RIGHTS.   You will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock of the Company with respect to your Stock Appreciation Right unless and until you have satisfied all requirements for exercise of your Stock Appreciation Right and certificates representing shares of Common Stock, if any, will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you.

15.                                  APPLICATION OF SECTION 409A.   This Award is intended to be exempt from the application of Section 409A of the Code (“ Section 409A ”) pursuant to the Treasury Regulations issued thereunder.  Notwithstanding the foregoing or any other provision of this Agreement to the contrary, to the extent that (a) one or more payments or benefits received or to be received by you pursuant to this Agreement would constitute deferred compensation subject to the requirements of Section 409A, and (b) you are a “specified employee” within the meaning of Section 409A, then such payment or benefit (or portion thereof) will be delayed until the earliest date following your “separation from service” with the Company within the meaning of Section 409A on which the Company can provide such payment or benefit to you without you incurring any additional tax or interest pursuant to Section 409A, with all payments or benefits due thereafter occurring in accordance with the original payment schedule.

16.                                  ENTIRE AGREEMENT.   This Agreement contains the entire agreement between the parties with respect to the Award and supersedes all prior agreements (oral or written), negotiations and discussions between the Participant and the Company relating thereto.

17.                                  UNSECURED GENERAL CREDITOR. Until paid or made available to Participant, the amount of any appreciation distribution payable in cash under this Agreement shall be subject to the claims of the general creditors of the Company.  All benefits provided hereunder shall be unfunded and shall be paid only from the general assets of the Company, to the extent then available.

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