EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT FOR "AT WILL" EMPLOYEE (the "Agreement") is made
effective the 29th day of July, 2002, by and between Bion Environmental
Technologies, Inc., a Colorado corporation (hereinafter called the
"Corporation"), and Xxxxxxxx Xxxxxxxx (hereinafter called the "Employee").
W I T N E S S E T H:
In consideration of the covenants and agreements herein contained and the
moneys to be paid hereunder, the Corporation hereby employs the Employee and
the Employee hereby agrees to perform services as an employee of the
Corporation, on an "at will" basis, upon the following terms and conditions:
1. Term of Employment. Subject to the provisions for termination set
forth below this agreement will begin on July 29, 2002, and remain in effect
until terminated in accordance with Paragraph 7 or 8.
2. Compensation.
(a) The Company shall pay Employee a base salary of $140,000 per
year, for the services of the Employee, payable at regular payroll periods.
(b) The Employee shall be eligible to receive a bonus as may be
determined and awarded by the Board of Directors from time to time in its sole
discretion.
(c) The Employee shall be eligible to receive options to
purchase common stock of the Company under the Company's stock option plans on
such dates and in such amounts as may be determined by the Board of Directors
(or appropriate committee thereof) from time to time in its sole discretion.
(d) The Employee shall be reviewed for performance not less than
once per year. Such review shall be the basis for any increases in base
salary.
3. Duties and Position. The Company hires the Employee in the
capacity of Chief Financial Officer. The Employee's duties may be reasonably
modified at the Company's discretion from time to time.
4. Employee to Devote Full Time to Company. The Employee will devote
full time, attention, and energies to the business of the Company, and, during
this employment, will not engage in any other business activity, regardless of
whether such activity is pursued for profit, gain, or other pecuniary
advantage. Employee is not prohibited from making personal investments in any
other businesses provided those investments do not require active involvement
in the operation of said companies.
5. Confidentiality or Proprietary Information. Employee agrees,
during or after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or entity.
Should Employee reveal or threaten to reveal this information, the Company
shall be entitled to an injunction restraining the Employee from disclosing
same, or from rendering any services to any entity to whom said information
has been or is threatened to be disclosed. the right to secure an injunction
is not exclusive, and the Company may pursue any other remedies it has against
the Employee for a breach or threatened breach of this condition, including
the recovery of damages from the Employee.
6. Benefits.
(a) The Employee may incur reasonable expenses for furthering
the Company's business, including expenses for entertainment, travel, and
similar items. The Company shall reimburse Employee for all business expenses
after the Employee presents an itemized account of expenditures, pursuant to
Company policy.
(b) The Employee shall be entitled to a yearly vacation of two
weeks at full pay. Employee shall be entitled to all paid holidays and
personal days the Company makes available to its employees.
(c) Employee shall be entitled to participate in any and all
medical insurance, group health, disability insurance, pension and other
benefit plans which are made generally available by the Company to its senior
executives.
7. Termination of Agreement.
(a) Without cause, the Company, or its successor, may terminate
this agreement at any time upon 90 days written notice to the Employee. If
the Company requests, the Employee will continue to perform his/her duties and
may be paid his/her regular salary up to the date of termination. In
addition, the Company will pay the Employee on the date of the termination a
severance allowance of four months continued medical coverage and four months
salary less taxes and social security required to be withheld. Without cause,
the Employee may terminate employment upon 30 days' written notice to the
Company.
(b) With cause, upon the occurrence of any of the events listed
below, the Company may terminate the Employee without further obligation under
this agreement:
1) Employee's conviction of any criminal act directly
related to Employee's duties hereunder including, without limitation,
misappropriation of funds or property of the Company or any other felony
criminal act.
2) Employee's misfeasance or malfeasance in office, which
shall mean fraud, dishonesty, willful misconduct or gross neglect of duties.
3) Breach by Employee of any material provision of this
Agreement.
8. Death Benefit. Should Employee die during the term of employment,
the Company shall pay to Employee's estate any compensation due through the
end of the month in which death occurred.
9. Settlement by Arbitration. Any claim or controversy that arises
out of or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court
with jurisdiction.
10. Limited Effect of Waiver by Company. Should Company waive breach
of any provision of this agreement by the Employee, that waiver will not
operate or be construed as a waiver of further breach by the Employee.
11. Severability. If, for any reason, any provision of this agreement
is held invalid, all other provisions of this agreement shall remain in
effect. If this agreement is held invalid or cannot be enforced, then to the
full extent permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated as if this
agreement had not been executed.
12. Assumption of Agreement by Company's Successors and Assignees.
The Company's rights and obligations under this agreement will inure to the
benefit and be binding upon the Company's successors and assignees.
13. Oral Modifications Not Binding. This instrument is the entire
agreement of the Company and the Employee. Oral changes have no effect. It
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.
Signed this 10th day of October 2002.
BION ENVIRONMENTAL TECHNOLOGIES, INC.
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx
