Memorandum of Understanding
This Memorandum of Understanding ("Memorandum") between Bion
Environmental Technologies, Inc. ("Company") and Xxxxx X. Xxxxx
("Employee")(collectively the "Parties") reflects the mutual
understanding of the Parties of the terms of employment of
Employee by Company.
1. Employee's title shall be Manager, Corporate Development and
Shareholder Relations.
2. Position is a regular, half time position.
3. Employee's performance will be reviewed at least annually.
It is the intent of the Parties that, from time to time as
conditions warrant, such bonus payments as appropriate will be
made to Employee.
4. Position reports to the Chief Executive Officer.
5. Total compensation will be $5,000 per month, $3,000 paid in
cash on normal payroll schedule, $2,000 paid in restricted and
legended shares of the Company's common stock. Stock will be
issued at the end of each three month period. The number of
shares to be issued will be calculated based on a price of $5.00
per share for the first 12 month period, $7.50 per share for the
second 12 month period, and $10.00 per share for the third 12
month period. The Company hereby accepts a pro rata share of
office and clerical support services rendered at 000-X Xxxxxxx
Xxx., not to exceed $2,000.00 per month. Direct expenses
incurred on behalf of the Company will be reimbursed upon
submission and approval of appropriate expense reports on the
15th and last day of the month following submission. Expenses
should be detailed to the extent required to meet IRS
requirements.
6. To provide long term incentive to the employee the Company
shall issue the following Class K Warrants to Employee:
* a Class K-1 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $6.00 per share exercisable from 3/1/98
through 10/1/99.
* a Class K-2 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $8.00 per share exercisable from 3/1/00
through 10/1/01.
* a Class K-3 Warrant to purchase up to 100,000 shares
of the restricted and legended common stock of the
Company for $10.00 per share exercisable from 3/1/02
through 10/1/03.
The Class K Warrants shall vest as follows:
As to the Class K-1 Warrant, fully vested on 10/1/97.
As to the Class K-2 Warrant, fully vested on 10/1/98.
As to the Class K-3 Warrant, fully vested on 10/1/99.
7. Employee shall be awarded the following options under the
Company's Fiscal Year 1994 Incentive Compensation Plan:
* an option to purchase up to 50,000 shares of the
Company's common stock at a price of $3.75 exercisable
upon signing of this memorandum through January 1,
1997.
* an option to purchase up to 50,000 shares of the
Company's common stock at a price of $5.25 exercisable
upon signing of this memorandum through April 1, 1997.
8. This Memorandum shall not restrict Employee from engaging in
any other business or activity which in not competitive with the
business of the Company; provided that such additional business
does not interfere with nor is inconsistent with the performance
by the Employee of his duties under this Memorandum.
9. Employee agrees to sign a standard Bion Technologies, Inc.
Employee Confidential Information and Invention Agreement.
By consent of the Parties this Memorandum may be incorporated in
a document drafted by legal counsel at a later date.
Bion Environmental Technologies, Inc.
/s/ Xxx Xxxxxxxx Date: October 3, 1996
Xxx Xxxxxxxx, C.E.O.
/s/ Xxxxx X. Xxxxx Date: October 3, 1996
Xxxxx X. Xxxxx
