AMERICAN ETHANOL, INC. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
AMERICAN
ETHANOL, INC.
AMENDMENT
TO
This
Amendment to Executive Employment Agreement (the “Amendment”)
is
made by and between American Ethanol, Inc., a Nevada corporation (the
“Company”),
and
Xxxxxxxx Xxxxxxxx (“Executive”) as of June 1, 2007 (the “Effective
Date”).
WHEREAS,
Executive and American Ethanol, LLC, the predecessor-in-interest to the Company,
entered into an Executive Employment Agreement dated January 12, 2006 (the
“Employment
Agreement”);
WHEREAS,
effective March 2006, American Ethanol, LLC and the Company merged, with the
Company being the surviving corporation and the Company assumed all of American
Ethanol, LLC’s rights and obligations to and under the Employment Agreement;
WHEREAS,
the
parties now desire to amend the Employment Agreement as set forth
herein;
NOW
THEREFORE,
in
consideration of the mutual covenants and other agreements contained in this
Amendment, the Company and the Executive hereby agree as follows:
1. Executive’s
Title.
Executive’s title shall be President, effective as of the date of this
Amendment.
2. Base
Salary.
While
employed by the Company, the Company shall pay the Executive as compensation
for
his services a base salary at the annualized rate of Two Hundred Thousand
($200,000) per year (the “Base Salary”). Such salary shall be paid periodically
in accordance with normal Company payroll practices and subject to required
withholding.
3. 2006
Bonus.
Executive shall be entitled to receive an annual bonus for the 2006 calendar
year of $80,000 payable as set forth in the Employment Agreement. Bonuses for
any year other than calendar 2006 shall be payable as set forth in the
Employment Agreement.
4. Equity
Award.
Executive will be granted a stock option, which will be, to the extent possible
under the $100,000 rule of Section 422(d) of the Internal Revenue Code of
1986, as amended (the “Code”), an “incentive stock option” (as defined in
Section 422 of the Code), to purchase 300,000 shares of the Company's
Common Stock at an exercise price equal to the fair market value of the
underlying shares on the date of grant (the “Option”), which the Company
anticipates will be $3.00 per share. The Option will be fully vested on the
date
of grant. The Option will be subject to the terms, definitions and provisions
of
the Company's 2007 Stock Plan (the “Option Plan”) and the stock option agreement
by and between Executive and the Company (the “Option Agreement”), both of which
documents are incorporated herein by reference.
5. Entire
Agreement.
This
Amendment, the Employment Agreement, the Option Agreement, and the other
documents and employee benefit plans referred to in the Employment Agreement
(the “Employment
Documents”)
represent the entire agreement and understanding between the Company and
Executive concerning Executive’s employment relationship with the Company, and
supersede and replace any and all prior agreements and understandings concerning
Executive’s employment relationship with the Company. Except as expressly set
forth herein, all other terms and conditions of the Employment Documents shall
remain in full force and effect.
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6. No
Oral Modification, Cancellation or Discharge.
This
Amendment may only be amended, canceled or discharged in writing signed by
Executive and the Chairman of the Board (or in the event that Executive is
Chairman, then a duly authorized representative of the majority of the members
of the Board).
7. Governing
Law.
This
Amendment shall be governed by the laws of the State of California without
reference to rules relating to conflict of law.
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
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AMERICAN
ETHANOL, INC., a Nevada corporation
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/s/
Xxxx X XxXxxx
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Xxxx
X. XxXxxx
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Executive
Chairman
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EXECUTIVE
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/s/
Xxxxxxxx Xxxxxxxx
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Xxxxxxxx
Xxxxxxxx
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