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Exhibit 10.25
BUSINESS ADVISORY BOARD AGREEMENT
THIS AGREEMENT is by and between Ecology Coatings, Inc., a
California
corporation (the "Company"), and Dr. William F. Coyro, Jr.
("Coyro"), by and
through The Rationale Group, LLC, a Michigan limited liability
company, and is
entered to be effective as of June 1, 2007 (the "Effective
Date").
RECITALS
WHEREAS, the Company desires to retain Coyro for Chairman of the
Compnay's
Business Advisory Board;
WHEREAS, the Company has determined that it is desirable to
provide Coyro
with compensation and benefits terms which adequately compensate
Coyro for the
services he renders to the Company, and, to ensure such
compensation and
benefits are consistent with those of like consultants of other
public
companies; and
WHEREAS, Coyro is willing to serve as Chairman of the Business
Advisory
Board upon the terms and conditions set forth herein.
AGREEMENT
Now, therefore, it is hereby agree as follows:
1. TERM. The term of this Agreement shall commence as of the
Effective Date
and shall expire, subject to earlier termination of employment
as hereinafter
provided, on June 1, 2009.
2. POSITION AND DUTIES. During the term of this Agreement, Coyro
shall
serve as Chairman of the Business Advisory Board and shall have
the normal
duties, responsibilities, functions and authority of such
position, subject to
the powers of the Company's Board of Directors and Chief
Executive Officer to
expand or limit such duties, responsibilities, functions and
authority, limited
only to those duties, responsibilities, functions and authority
commensurate
with an advisory board position. Without limiting the foregoing,
Coyro shall:
(i) attract and recruit seasoned professionals to serve on the
Business Advisory
Board; (ii) identify potential investors to the Company, and;
(iii) act as a
strategic Coyro and mentor to the Company's management team.
Coyro shall serve
on a part-time basis.
3. COMPENSATION.
3.1 Monthly Consulting Fee. During the term of the Agreement,
the
Company shall pay Coyro Eleven Thousand and 00/100 dollars
($11,000.00) per
month via a cheque made payable to The Rationale Group, LLC
beginning on
June 30, 2007 and continuing with like payments on the last
business day of
each month thereafter.
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3.2 Options. The Company shall issue Coyroy options to purchase
Two
Hundred Thousand (200,000) shares of the Company's common stock.
The
exercise price of the options shall be Two and 00/100 dollars
($2.00) per
share. The options shall vest as follows: 25% on the six (6)
month
anniversary of the Effective Date; 50% on the twelve (12) month
anniversary
of the Effective Date; 75% on the eighteen (18) month
anniversary of the
Effective Date, and; 100% on the twenty-four (24) month
anniversary of the
Effective Date. The options shall have a ten (10) year term from
the date
of issue. Should this Agreement terminate prior to June 1, 2009,
Coyro
shall be entitled, on a pro rata basis, to those options which
have vested
as of the date of termination. For example, if this Agreement is
terminated
on April 1, 2008, Coyro shall be issued options to purchase
Seventy-
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