Exhibit 10.2
Memorandum of Understanding
This Memorandum of Understanding ("Memorandum") between Bion
Environmental Technologies, Inc. ("Company") and Xxxxx Xxxxxxx
("Employee) (collectively the "Parties") reflects the mutual
understanding of the Parties of the terms of employment of the
Employee by the Company.
1. Employee's position shall be President, Bion Technologies and
BionSoil, Inc.
2. Position is a regular, full time position.
3. Employee's performance will be reviewed no less than once per
year with a view to making such increases in Employee's salary or
declaring such bonuses or other benefits as may be warranted in
light of factors considered pertinent.
4. Position reports to the Chief Executive Officer.
5. Compensation shall consist of:
* initial salary of $100,000 per year,
* 3,000 shares of the Company's restricted and legended
common stock per quarter at a deemed price per share of
$6.00 per share, and,
* an equity package made up of warrants to purchase stock
in the Company in the future that contains both a short term
and long term component.
* Short term, made up of warrants to purchase:
40,000 shares at a price per share of $6.00 per share
40,000 shares at a price per share of $8.00 per share
40,000 shares at a price per share of $10.00 per share
40,000 shares at a price per share of $12.50 per share
40,000 shares at a price per share of $15.00 per share
All warrants will be exercisable in whole or in partial
quantities from the date of vesting to December 31, 2001
(unless extended by the Company). Warrants will vest 25% at
the date of employment, and 25% at the end of each of the
first through third full year of employment.
* Long term, made up of warrants to purchase:
50,000 shares at a price per share of $15.00 per share
150,000 shares at a price per share of $20.00 per share
All warrants will be exercisable in whole or in partial
quantities from the date of vesting to December 31, 2001
(unless extended by the Company). Warrants will vest 33% at
the end of each of first through third full years of
employment.
6. On date of employment Employee shall be awarded an option
under the Company's Fiscal Year 1994 Incentive Compensation Plan
to purchase up to 50,000 shares of the Company's common stock at
a price of $6.00 per share exercisable from date of employment
through December 31, 1997.
7. The Company shall reimburse all direct expenses incurred on
behalf of the Company upon submission of appropriate expense
reports on the 15th and last day of the month. Expenses should
be detailed to the extent required to meet IRS requirements.
Additionally, the Company will reimburse storage fees for
Employee from employment date until a determination has been made
as the Employee's office location and Employee has established a
residence in the office location. Company shall reimburse
Employee for travel expenses for Employee and his spouse as
appropriate during the time until Employee has established a
residence in the office location.
8. The Company and Employee shall develop and implement an
automobile reimbursement plan for appropriate employees of the
Company within three months from date of employment.
9. Employee agrees to sign a standard Bion Technologies, Inc.
Employee Confidential Information and Invention Agreement.
By consent of the Parties this Memorandum shall be
incorporated in an Employment Agreement drafted by legal counsel
at a later date.
Bion Environmental Technologies, Inc.
/s/ Xxx Xxxxxxxx
Date: 1/8/97
Xxx Xxxxxxxx, C.E.O.
/s/ Xxxxx Xxxxxxx
Date: 1/16/97
Xxxxx Xxxxxxx
