UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Earliest Event Reported:  January 15, 2015

 

General Moly, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32986

 

91-0232000

(State or other jurisdiction
of incorporation)

 

(Commission
file number)

 

(IRS employer
identification no.)

 

1726 Cole Blvd., Suite 115
Lakewood, CO 80401
(Address of principal executive offices, including zip code)

 

(303) 928-8599
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02.                 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment to Salary Reduction and Stay Incentive Agreement with Bruce D. Hansen

 

On January 16, 2015, the Compensation Committee of the Board approved a First Amendment to Salary Reduction and Stay Incentive Agreement with Bruce D. Hansen, the Company’s Chief Executive Officer, effective as of January 14, 2015 (the “Amendment”).  Pursuant to the Amendment, the Company agreed to grant 392,904 RSUs to Mr. Hansen as set forth below, in consideration for Mr. Hansen’s agreement to extend the term of his Salary Reduction and Stay Incentive Agreement concerning the payment of his $412,500 cash incentive bonus under that agreement to January 16, 2016.

 

A copy of the Amendment is attached hereto as Exhibit 10.1.

 

Approval of New Personnel Retention Program

 

Effective January 16, 2015, the Compensation Committee of the Board approved a new personnel retention program (the “Program”) for Bruce D. Hansen, the Company’s Chief Executive Officer; David A. Chaput, the Company’s Chief Financial Officer; Robert I. Pennington, the Company’s Chief Operating Officer; R. Scott Roswell, the Company’s Vice President of Human Resources, Corporate Counsel; and Lee M. Shumway, the Company’s Controller and Treasurer (the “Covered Executives”).  The Program includes RSU grants in the amounts listed below for the Covered Executives who remain with the company through the earliest to occur of a financing plan for the Mt. Hope Project approved by the Board, a Change of Control (as defined in the employment or change of control agreements between the Company and each of the Covered Executives); involuntary termination (absent cause); or January 15, 2016 (the “Vesting Date”):

 

Name

 

RSUs

 

 

 

 

 

Bruce D. Hansen

 

392,904

 

David A. Chaput

 

223,384

 

Robert I. Pennington

 

212,168

 

R. Scott Roswell

 

179,093

 

Lee M. Shumway

 

167,413

 

 

The RSUs will vest on the Vesting Date.

 

The RSU grants to Messrs. Chaput, Pennington, Roswell and Shumway are subject to the execution by each of them of a new Stay Incentive Agreement covering the period from January 16, 2015 through January 15, 2016.  Mr. Hansen has already entered into the Amendment, as discussed above.

 

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Item 9.01                            Financial Statements and Exhibits

 

(d)           Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

First Amendment to Salary Reduction and Stay Incentive Agreement dated as of January 14, 2015, by and between General Moly, Inc. and Bruce D. Hansen.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

GENERAL MOLY, INC.

 

 

 

 

Dated: January 21, 2015

By:

/s/ David A. Chaput

 

 

David A. Chaput

 

 

Chief Financial Officer

 

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Exhibit 10.1

 

FIRST AMENDMENT

 

SALARY REDUCTION AND STAY INCENTIVE AGREEMENT

 

This First Amendment to Salary Reduction and Stay Incentive Agreement (“ First Amendment ”) is entered into between GENERAL MOLY, INC., a Delaware corporation (the “ Company ”) and Bruce D. Hansen (“ Executive ”) to be effective as of January 14, 2015.

 

RECITALS

 

A.            Effective September 7, 2013 the Company instituted a Temporary Salary Reduction Program to assist the Company with cash conservation efforts as the Company progresses financing efforts for the construction and operation of the Mt. Hope Project in Eureka County, Nevada.

 

B.          Effective as of September 10, 2013, the Company and Executive entered into a Salary Reduction and Stay Incentive Agreement (the “ Agreement ”).

 

C.            Company’s Temporary Salary Reduction Program remains in effect as of the date of this First Amendment, and as a result, Executive and the Company desire to amend the Agreement to:

 

(i)                                      modify the Term of the Agreement;

 

(ii)                                   provide a new grant award of Restricted Stock Units; and in consideration of this grant,

 

(iii)                                extend the End Date for payment by the Company of Executive’s Stay Incentive Award.

 

D.            For the avoidance of any doubt, Company and Executive do not wish to extend the End Date for purposes of vesting Executive’s Restricted Stock Unit Award in Section 4, as set forth in the Agreement.

 

Accordingly, in consideration of the mutual covenants contained in this First Amendment, Company and Executive intending to be legally bound agree as follows.

 

AMENDMENT

 

1.           Section 1 Term of Agreement is hereby amended by the deletion of subparagraph d. in its entirety, and the addition of a new subparagraph d. and e. as follows:

 

d.  January 15, 2015, for application only to (i) the expiration of Section 2 Reduction to Base Salary; and (ii) the vesting of Section 4 Restricted Stock Unit Award .

 

e.  January 15, 2016.

 

2.           Effective with the first payroll period following execution of this First Amendment, Section 2 Reduction to Base Salary is hereby amended with the deletion of the percentage 25% in the second line and replaced with the new percentage of 12.5% ; and the deletion of the figure of $412,500 in the third line, and replaced with the new figure of $481,250 .

 

3.           A new Section 4A 2015 Restricted Stock Unit Award is hereby added which states as follows:

 


 

(a)                                  Company agrees to grant an award of 392,904 RSUs in accordance with the terms of the Company’s 2006 Equity Incentive Program and applicable Restricted Stock Units Agreement between the Company and Executive, which shall be incorporated by reference.  The RSUs shall vest in full in accordance with the terms of the Restricted Stock Units Agreement on the End Date provided that the Executive has remained continuously employed by the Company from the date of this First Amendment through the End Date.  All terms and conditions of the award of the RSUs shall be governed by the Restricted Stock Units Agreement.

 

IN WITNESS WHEREOF, the parties have executed this First Amendment to Salary Reduction and Stay Incentive Agreement (“ First Amendment ”) on the dates set forth below, to be effective as of January 14, 2015.

 

 

COMPANY:

 

 

 

G ENERAL MOLY, INC.

 

 

 

 

 

By:

/s/ R. Scott Roswell

 

 

 

 

Date:

1-14-15

 

 

 

 

Its:

VP Human Resources, Corp. Counsel

 

 

 

 

 

EXECUTIVE:

 

 

 

 

 

/s/ Bruce D. Hansen

1/14/15

 

Bruce D. Hansen

Date

 

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