EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is made effective January 12, 2009 by, between and among
Bion Environmental Technologies, Inc. ('Bion') (collectively Bion, together
with the other subsidiaries of Bion, are sometimes referred to as the 'Bion
Companies') and Bright Capital, Ltd. ('BC') and Xxxxxxx Xxxxxxx ('DB').
WHEREAS BC has provided the services of DB to the Bion Companies since
2000 and most recently pursuant to the agreement of March 2005 ('Existing
Agreement');
AND WHEREAS Bion wishes to reward DB for his stellar long term services
to the Bion Companies (in the absence of cash compensation to date) upon the
terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the Bion Companies, BC and DB do hereby agree as set
forth below upon the terms and conditions set forth in the following
paragraphs:
1) Pursuant to the Existing Agreement, DB had previously been assigned
the additional specific responsibilities of managing the negotiations related
to the regulatory policy modifications, contracts, and financing for initial
nutrient trading projects in PA and potentially other states as well as
seeking potential project partners for Bion's Bion Services Group, Inc.
subsidiary in addition to his existing duties. BC will continue to provide
the services of DB to the Bion Companies with these expanded responsibilities
to be incorporated into a new services agreement and further agrees that if
such agreement is not complete by expiration date it will continue to provide
these expanded services past the expiration of the Existing Agreement under
the same terms for up to six months;
2) Compensation:
a) Compensation from the Bion Companies to BC for the services of
DB provided by BC shall continue as set forth in the Existing Agreement;
b) PROVIDED, HOWEVER, that upon consummation of the next financing
received by the Bion Companies in excess of $1,000,000 (net), BC shall no
longer defer payment of such compensation but, rather, the Bion Companies
will commence paying the monthly compensation to BC in cash;
3) Bion hereby grants to DB, as a bonus of $125,000 for stellar long-
term services for eight years to date ('Bonus'), which Bonus shall be in the
form of:
a) A Warrant to purchase 1,000,000 shares of Bion's restricted
common stock at a price of $.75 per share until December 31, 2018 per share.
The Warrant shall be immediately vested (representing $100,000 of the Bonus):
and
b) The extension of all the warrants to purchase Bion common stock
previously issued to either DB or BC, now held by their donees, to December
31, 2018 (which extension represents $25,000 of the Bonus).
4) As of the effective date of this Agreement, BC shall have the
option to convert its deferred compensation from Bion due on December 31,
2008 of $175,000 to 233,334 shares of Bion's restricted common stock at a
price of $.75 per share ('Option'), which Option shall be exercisable until
December 31, 2009.
5) DB's outstanding promissory note issued in the Fall of 2008
($50,000 initial principal) shall have its maturity date extended to June 30,
2009 and shall be convertible into Bion's restricted common stock at a price
of $.75 per share, in whole or part, at the election of BC, any time before
such note has been repaid by Bion.
6) 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 New York 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 New York 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
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Bright Capital, Ltd.
By: /s/ Xxxxxxx Xxxxxxx
President
