EXHIBIT 99.1
AGREEMENT
THIS AGREEMENT is made effective the 7th day of November 2007 by and between
Bion Environmental Technologies, Inc. ('Bion') (collectively Bion, together
with the other subsidiaries of Bion, are sometimes referred to as the 'Bion
Companies') and Xxxx X. Xxxxx ('MAS').
WHEREAS Bion desires that the services of MAS to the Bion Companies continue
on the terms and conditions set forth in this Agreement;
AND WHEREAS MAS desires to provide to the Bion Companies with his services on
the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, Bion does hereby agree to engage/employ MAS upon the
terms and conditions set forth in the following paragraphs:
1) Term:
The Term of MAS's services to the Bion Companies as extended by this
Agreement shall run through December 31, 2008 ('Term') during which Term
MAS's services to the Bion Companies shall be the primary employment of MAS
as set forth in the following provisions:
a) MAS shall initially continue to provide his services to the Bion
Companies as an employee of Bion;
b) During the Term (until determined otherwise with Bion's Board of
Directors), MAS shall continue to serve as Director, President and General
Counsel of Bion (and each of the Bion Companies), which positions may be
altered as the Bion Companies engage/hire additional senior management
personnel; and
c) Bion and MAS will endeavor to hire replacements for MAS on or
before June 30, 2008 so that an appropriate transition may take place;
d) Once such replacements are hired, MAS shall continue resign from
his current positions with the Bion Companies while continuing to serve Bion
on a consulting basis through the balance of the Term to aid in transition
matters.
2) Compensation:
a) For the Term, MAS shall continue to be compensated for his services
as an employee of Bion on a 'cash' salary basis (with normal withholding,
etc.) at the rate of $12,500 per month for the balance of the Term; provided
however, that until the Bion Companies complete their next financing, such
salary shall be accrued and deferred pending closing of such financing;
b) Bion agrees that it will not pay or force conversion of any already
outstanding Bion convertible promissory note that MAS received for deferred
compensation unless it pays or forces conversion of all other promissory
notes held by others that were issued for deferred compensation on the same
date;
c) Bion shall continue to reimburse MAS for expenses on a regular
basis; and
d) Bion shall purchase, or reimburse MAS for the expense of family
health insurance through a period of 3 months after the end of the Term.
3) Options and Warrants:
a) Bion shall grant MAS 125,000 options pursuant to its 2006
Consolidated Incentive Plan ("Plan") which options shall be exercisable at
$2.20 per share until December 31, 2011, which Options (in the form attached
as Exhibit B) shall vest on January 1, 2008; provided, however, neither the
Options, or any other Bion options owned by MAS, shall be subject to
termination provisions of the Plan upon conclusion of MAS's employment by
Bion.
b) Bion agrees to file (and process to effectiveness) a registration
statement for the shares underlying exercise of all warrants originally
issued to MAS for the benefit of MAS (and his donees) at Bion's sole expense
within 30 days after written request by MAS at any date after June 30, 2008.
4) Confidentiality/Proprietary Information:
MAS will abide by the terms and provisions of existing confidentiality/
proprietary information agreements and shall execute and abide by the terms
and provisions of any additional Confidentiality/Proprietary Information
Agreement reasonably requested by Bion.
5) Miscellaneous:
a) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns and any
person acquiring, whether by merger, consolidation, liquidation, purchase of
assets or otherwise, all or substantially all of a party's equity or assets
and business.
b) It is the intention of the parties hereto that this Agreement and
the performance hereunder and all suits and special proceedings connected
herewith be construed in accordance with and pursuant to the laws of the
State of Colorado and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with, or by
reason of this Agreement, the laws of the State of Colorado shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which any action or special proceeding
may be instituted.
c) Any claim or controversy, which arises out of or relates to this
Agreement, or breach of it, shall be settled by arbitration.
d) Should any party hereto waive breach of any provision of this
Agreement, that waiver shall not operate or be construed as a waiver of any
further breach of this Agreement.
e) In the event that any one or more of the provisions of this
Agreement or any portions there under is determined to be invalid, illegal,
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
f) This Agreement shall constitute the entire agreement between the
parties hereto oral modifications of the Agreement shall have no effect.
This Agreement may be altered only by a written agreement signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
Bion Environmental Technologies, Inc.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
