EMPLOYMENT AGREEMENT
Exhibit 10.2
THIS
EMPLOYMENT AGREEMENT (the "Agreement") executed on November 01, 2007, by and
between Renewable Fuel Corp, a Nevada corporation, (the "Company"), and Xxxxxxx
XxxXxxxx ("Executive"). The Company desires to employ the services of Executive
on the terms and subject to the conditions of this Agreement, and Executive
desires to accept such employment.
In
consideration of the terms and mutual covenants contained in this
Agreement,
the Company and Executive agree as follows.
1. Employment. The
Company hereby engages the services of Executive as the President and Chief
Executive Officer of the Company to perform those duties delegated by the Board
of Directors of the Company (the "Board") and all other duties consistent with
such description, and Executive hereby accepts such employment. During the term
of this Agreement, Executive shall perform such additional or different duties
and accept appointment to such additional or different positions of the Company
as may be specified by the President or the Board, provided that such duties are
consistent with his title. Executive shall perform his obligations to the
Company pursuant to this Agreement under the direction of the Company, and
Executive shall devote his full time and reasonable efforts to such
performance.
2. Term. This Agreement
shall be effective as of November 01, 2007, (the "Effective Date") and shall
continue for five (5) years thereafter, unless sooner terminated by either party
as provided in Section 6 hereof. Thereafter, this Agreement shall be
automatically renewed on a year-to-year basis after the expiration of the
initial or any subsequent term of this Agreement unless terminated by either
party as provided in Section 6 hereof.
3. Compensation.
(a) For
services rendered pursuant to this Agreement, Executive shall receive,
commencing on the Effective Date, a base salary ("Base Salary") of $120,000 per
year. The base salary shall be reviewed by the Board annually and may be
increased as determined by the Board. The Board's determination of salary will
be based primarily on Executive's ability to meet, and to cause the Company to
meet, annually established goals. Notwithstanding Section 6 below,
the Executive shall be entitled to receive the Base Salary, as adjusted by the
Board, for a period of two (2) years from the date of termination of his
employment with the Company for whatever reason.
(b) Executive
shall also receive a bonus consisting of shares (the “Share Bonus Compensation”)
of the Company’s common stock equal to two percent (2%) of any transaction (an
“Equity Transaction”) in which the Company issues stock, including but not
limited to capital raising transactions or business combination
transactions. Such shares of the Company’s common stock shall be
restricted, and shall be issued within five (5) business days of the closing of
any such Equity Transaction. Notwithstanding Section 6 below, the
Executive shall be entitled to receive the Share Bonus Compensation for a period
of two (2) years from the date of termination of his employment with the Company
for whatever reason.
(c) Executive
shall also be entitled to receive options (the “Option Compensation”) to
purchase shares of the Company’s common stock in an amount equal to 5% of each
Equity Transaction, with an exercise price equal to the per share price
determined in connection with the Equity Transaction. The options
shall vest fully upon grant, and shall be exercisable for a period of ten (10)
years from the date of grant. Notwithstanding Section 6 below, the
Executive shall be entitled to receive the Option Compensation for a period of
two (2) years from the date of termination of his employment with the Company
for whatever reason.
(e) Executive
shall receive as commission (the “Commission Compensation”) an amount equal to
two-tenths of one percent (0.002) of the Company’s revenues, based on collected
revenues and calculated on a monthly basis, subject to refunds and adjustments
as necessary. Such Commission Compensation shall be payable on a
monthly basis. Notwithstanding Section 6 below, the Executive shall
be entitled to receive the Commission Compensation, as determined by the Board,
for a period of two (2) years from the date of termination of his employment
with the Company for whatever reason.
(f)
In the event that the Company’s
Corporate Sales Objectives, as determined by the Board and as adjusted from time
to time, are met by the Company, Executive shall receive as a bonus (the “Sales
Objectives Compensation”) equal to the sum of the amounts of the monthly
Commission Compensation for the three months constituting the quarter for which
the Corporate Sales Objectives are met. Such Sales Objectives
Compensation shall be payable on a quarterly basis as determined by the
Board. Notwithstanding Section 6 below, the Executive shall be
entitled to receive the Sales Objective Compensation, as determined by the
Board, for a period of two (2) years from the date of termination of his
employment with the Company for whatever reason.
(g) Executive
may be granted options to purchase shares of the Company's common stock as
determined from time to time by the Board or the Committee established pursuant
to the Company's Stock Option Plan. Such options shall be subject to such other
terms and conditions as may be determined by the Board or the Committee when and
if such options are granted.
4.
Employment Benefits.
The Company shall provide Executive vacation time, standard U.S. holidays, sick
leave and fringe benefits, including but not limited to, participation in any
educational seminars, pension, medical reimbursement and employee benefit plans
that may be maintained by the Company from time to time as are made generally
available to other senior management employees of the Company in accordance with
Company policies. In addition, Executive shall receive the
following:
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(a) A
cellular telephone and reimbursed on a monthly basis.
(b) 100%
of all medical expenses including but not limited to dental, and vision, for
Executive and his spouse and children up to the age of 22, which shall include
insurance premiums and deductible amounts.
(c)
Life insurance of $100,000 and
disability insurance.
(d) The
Company shall obtain and maintain officer and director insurance as the Board
determines.
(e) The
Company shall grant to Executive any and all standard and customary de minimis
benefits granted to Company's salaried employees in general.
The
Company will not reduce Executive's benefits without the consent of
Executive.
5.
Expenses. The Company
will reimburse Executive for expenses which are incurred in connection with its
business, including expenses for travel, lodging, meals, beverages,
entertainment and other items on Executive's periodic presentation of an account
of such expenses in accordance with policies established by the
Company.
6.
Termination. Executive's
employment will terminate upon the first to occur of the following:
(a) Termination by the Company
for "cause," as determined by the Board. For the purposes of this Section
6(a), "cause" shall mean:
(i)
willful misfeasance or gross negligence in the
performance of his duties hereunder after 30 days’ notice and after a 60 day
period to cure such defect;
(ii)
willful engagement by Executive in dishonest or
illegal conduct that is demonstrably injurious to the Company; or
(iii)
conviction of a felony.
Executive
shall receive no notice of employment termination for cause in the case of (ii)
and (iii) above. Immediately upon termination under Section 7(a), the Company
shall have no further obligations to Executive under this
Agreement, except as set forth in Sections 3(a) through (f)
(inclusive) above.
(b) Termination by the Company
in the event of Executive's disability. "Disability" will be deemed to
exist if Executive has substantially failed to perform the essential functions
of his duties hereunder for 180 consecutive days (notwithstanding reasonable
accommodation by the Company) for reasons of mental or physical health. If the
Company terminates Executive's employment for Disability, Executive shall
receive the compensation due under Section 3 of this Agreement and Executive's
benefits due under Section 4 or 5 of this Agreement for a period of two years
following the date of such termination.
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(c)
Executive's death. In
the event of Executive's death, all of Company's obligations under this
Agreement shall terminate immediately. Executive's estate shall receive
compensation due under Section 3 of this Agreement and Executive's benefits due
under Section 4 or 5 of this Agreement for a period of two years following the
date of death, plus any additional insurance benefit provided by the benefits
plan.
(d) Resignation by
Executive. In the event of Executive's resignation from the Company, all
of Company's obligations under this Agreement shall terminate as of the date of
such resignation.
(e) Termination without
Cause. In the event that the Executive is terminated without
Cause as defined above, the Executive shall be entitled to receive compensation
equal to two years full salary and benefits, dating from the date of termination
without cause for the period of two years following such date, together with any
bonuses, options, or other compensation to which the Executive would otherwise
be entitled, all for a period of two years following the date of such
termination without cause.
7.
Agreement Not to
Compete. In the event that this Agreement expires in accordance with its
terms or is terminated for any reason, Executive covenants and agrees that, for
a period of six months after his employment under this Agreement expires or is
so terminated, he will not directly or indirectly (whether as employee,
director, owner, 5% or greater shareholder, consultant, partner (limited or
general) or otherwise) engage in or have any interest in, any business, that
competes with the business of the Company in the United
States. Notwithstanding the foregoing, if the Executive’s employment
is terminated for any reason other than his resignation, this section shall
cease to apply to the Executive.
8.
Agreement Not to Solicit
Employees, Customers, or Others. Executive covenants and agrees that, for
a period of 6 months after this Agreement is terminated, he will not, directly
or indirectly, (i) solicit, induce or hire away, or assist any third party in
soliciting, diverting or hiring away, any employee of the Company, whether or
not the employee's employment is pursuant to a written agreement and whether or
not such employment is for a specified term or is at will, or (ii) induce or
attempt to induce any customer, supplier, dealer, lender, licensee, consultant
or other business relation of the Company to cease doing business with the
Company.
9.
Ownership, Non-Disclosure
and Non-Use of Confidential or Proprietary Information.
(a)
Executive covenants and agrees that while he is
employed by the Company and for a period of six months after the termination of
his employment, he will not, directly or indirectly,
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(i)
give to any person not
authorized by the Company to receive it or use it, except for the sole benefit
of the Company, any of the Company's proprietary data or information
whether relating to products, ideas, designs, processes, research, marketing,
customers, management know-how, or otherwise; or
(ii)
give to any person not authorized by
the Company to receive it any specifications, reports, or technical information
or the like owned by the Company; or
(iii) give
to any person not authorized by the Company to receive it any information that
is not generally known outside the Company or that is designated by the Company
as limited, private, or confidential.
(b) Executive
covenants and agrees that he will keep himself informed of the Company's
policies and procedures for safeguarding the Company property including
proprietary data and information and will strictly comply therewith at all
times. Executive will not, except when authorized by the Company, remove any
Company property from the Company's premises. Executive will return to the
Company immediately upon termination of his employment all Company property in
his possession or control.
10. Notice of
Termination. Any termination of Executive's employment under this
Agreement, except for termination for "cause" under Paragraph 7(a)(ii) and (iii)
of this Agreement, shall be communicated by a written Notice of Termination (the
"Notice") to the other party hereto, which Notice shall specify the particular
termination provision in this Agreement relied upon by the terminating party and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination under such provision. Any such Notice to the
Company shall be delivered to the Company's president or personnel director at
its principal place of business. Any such Notice to Executive shall be delivered
personally to Executive or delivered to his residence address listed in the
Company's personnel records.
11. Complete Agreement.
This Agreement embodies the complete agreement and understanding between the
parties and supersedes any prior understandings, agreements or representations
by or among the parties, whether written or oral, concerning the subject matter
hereof in any way.
12. Amendments; Waivers.
This Agreement may not be amended except by a writing signed by both the Company
and Executive. Any waiver by a party hereof of any right hereunder shall be
effective only if evidenced by a signed writing, and only to the extent set
forth in such writing.
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13. Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit
of, and be enforceable by the parties hereto and their respective successors,
heirs and assigns, except that Executive may not assign any of his obligations
hereunder without the prior written consent of the Company.
14. Remedies. Each of the
parties to this Agreement will be entitled to specifically enforce its rights
under this Agreement, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights to which it may be
entitled.
15. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.
16. Notices. Any notice
to be given hereunder shall be in writing and shall be effective when personally
delivered or sent to the other party by registered or certified mail, return
receipt requested, or overnight courier, postage prepaid, or otherwise when
received by the other party, at the address set forth at the end of this
Agreement.
[REMAINDER
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SIGNATURE
PAGE FOLLOWS.]
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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first set
forth above to be effective as of the Effective Date.
By: /s/
Name: Xxx Xxx
Sang
Title: Director
Address:
0000 Xxxx Xxxx Xxxx Xxxxxxxxx Xxxxx 000
Xxx
Xxxxx, XX 00000
EXECUTIVE:
/s/ Xxxxxxx Xxx
Xxxxx
Name:
Xxxxxxx Xxx Xxxxx
Address:
00000 Xxxxx Xxxxx Xxx
#000
Xxxxx Xxxxxxx,
00000
Xxxxxx Xxxxxx of
America
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