Employment Letter Allen A. Perron
Exhibit
10.16
January
18, 2008
Employment
Letter
Xxxxx
X.
Xxxxxx
000
00xx
Xxxxxx
Kirkland,
WA 98033
Dear
Xx.
Xxxxxx:
Please
allow this letter to serve as the entire agreement between Better Biodiesel,
Inc., d/b/a GeoBio Energy, Inc. (the “Company”) and you, Xxxxx X. Xxxxxx (the
“Employee”) with respect to certain aspects of your employment with the Company
(the “Employment Latter”). The Company acknowledges and agrees that
Xx. Xxxxxx is an independent Business Consultant serving other clients.
Beginning
Date
The
Employee will work for the Company beginning on January 18, 2008.
Responsibilities
Employee
will serve as the Company’s Chief Financial Officer (CFO). Employee will be
responsible for corporate accounting, financial statements and disclosures,
system of internal controls, relations with independent CPA’s, and the filing of
financial documents with the Securities and Exchange Commission.
Compensation
Salary: $150
per hour (“Salary”). Upon signing this agreement, the Company will
pay a $2,500 retainer to the Employee to be applied to future hours worked.
Employee will submit hours worked every two weeks and Company will pay for
such
hours within 30 calendar days.
Cash
Bonus: Availability and amount of bonus is discretionary on the part
of GeoBio Energy, Inc. and its Board of Directors.
Equity: As
of the date of this Employment Letter, the Company shall grant to the Employee,
warrants representing 1% of the outstanding shares as of January 17, 2008 with
an exercise price equal to the closing price as quoted in the public market
as
of that day. Or if no trading took place on that day, the closing price on
the
last day that a trade was made. The warrants will vest: ten percent
(10%) upon signing this agreement; 10% immediately subsequent to meeting each
significant SEC filing requirement (i.e. 10Q, 10K, 8K with financial statements
or pro forma financial statements or any registration statement) and 10% for
any
payment for services not made within 45 days of employee’s bill
date. The remaining unvested warrants will vest one year from
the date of this agreement. The warrants may be exercised on a
cash or cashless basis. The warrants shall expire three (3) years
from the date that the warrants are granted.
Other
Compensation Provisions:
The
Company recognizes that Xx. Xxxxxx is an independent Business Consultant serving
other clients. During the course of the Employee’s engagement hereunder, the
Employee will remain a consultant serving other clients. Employee will endeavor
to do so in a manner that will not detract from his responsibilities under
this
agreement. The Company acknowledges and consents to such
arrangement.
Benefits
The
Employee will be eligible for any Company employment retirement and/or 401(k)
plan and for vacation and holidays consistent with the Company’s policy as it
applies to senior management, and the Employee will be exempt from any delay
periods required for eligibility.
The
Employee must receive written evidence that the Company maintains directors’ and
officers’ insurance to cover Employee in an amount reasonably acceptable to the
Employee at no additional cost to the Employee, and the Company will maintain
such insurance at all times while this agreement remains in effect.
Furthermore,
the Company will maintain such insurance coverage with respect to occurrences
arising during the term of this agreement for at least three years following
the
termination or expiration of this agreement or will purchase a directors’ and
officers’ extended reporting period, or “tail,” policy to cover the
Employee.
Termination
The
Company may terminate the Employee’s employment for any reason upon at least30
days’ prior written notice to the Employee, such termination to be effective on
the date specified in the notice, provided that such date is no earlier than
30
days from the date of delivery of the notice. Likewise, the Employee
may terminate his or her employment for any reason upon at least 30 days’ prior
written notice to the Company, such termination to be effective on the date
30
days following the date of the notice. The Employee will continue to
render services and to be paid during such 30-day period, regardless of who
gives such notice. The Employee may terminate this agreement
immediately if the Company has not remained current in its obligations under
this letter or the Company engages in or asks the Employee to engage in or
to
ignore any illegal or unethical conduct.
This
agreement will terminate immediately upon the death or disability of the
Employee. For purposes of this agreement, disability will be as
defined by the applicable policy of disability insurance or, in the absence
of
such insurance, by the Company’s Board of Directors acting in good faith.
Miscellaneous
This
agreement contains the entire agreement between the parties with respect to
the
matters contained herein, superseding any prior oral or written statements
or
agreements.
The
Company agrees to allow Employee to use the Company’s logo and name in marketing
materials for the sole purpose of identifying the Company as a current or past
client of Xx. Xxxxxx. Xx. Xxxxxx will not use the Company’s logo or name in any
press release or general circulation advertisement without the Company’s prior
written consent.
The
provisions in this agreement concerning the payment of salary, bonus and equity
will survive any termination or expiration of this agreement.
The
terms
of this agreement are severable and may not be amended except in a writing
signed by the parties. If any portion of this agreement is found to
be unenforceable, the rest of this agreement will be enforceable except to
the
extent that the severed provision deprives either party of a substantial portion
of its bargain.
This
agreement will be governed by and construed in all respects in accordance with
the laws of the State of Washington, without giving effect to conflicts-of-laws
principles.
Each
person signing below is authorized to sign on behalf of the party indicated,
and
in each case such signature is the only one necessary.
Please
sign below and return a signed copy of this letter to indicate your agreement
with its terms and conditions.
Sincerely
yours,
________________________________
Name:
Xxxxx X. Xxxx
Title:
Director, Authorized Officer
Acknowledged
and agreed by:
EMPLOYEE:
Xxxxx
X. Xxxxxx
_________________________________
Xxxxx
X. Xxxxxx
Date:
1/18/07
