Exhibit 10.17
SECOND AMENDED AT WILL
EMPLOYMENT, CONFIDENTIAL
INFORMATION, INVENTION
ASSIGNMENT, NONCOMPETITION AND
ARBITRATION
AGREEMENT
THIS SECOND AMENDED AT WILL
EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT,
NONCOMPETITION AND ARBITRATION AGREEMENT (the “Second Amended
Agreement”) is made as of this 31 st day of January 2006, between RASER
TECHNOLOGIES, INC. (“Company”) and William Dwyer
(“Employee”).
RECITALS
WHEREAS, Company and Employee
entered into a certain At Will Employment, Confidential
Information, Invention Assignment, Noncompetition and Arbitration
Agreement (the “Agreement”) on July 8, 2004, and
entered into the First Amended Agreement (Agreement and First
Amended Agreement hereafter referred to as “Agreement”)
on July 9, 2005, the parties now desire to mutually amend the
Agreement in this Second Amended Agreement as set forth
below;
NOW, THEREFORE, in view of the
foregoing recitals which are incorporated as a part of this Second
Amended Agreement, and in consideration of the terms and conditions
of this Second Amended Agreement, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as
follows:
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7.
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Paragraph 2 of
the Agreement is amended as follows:
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Paragraph 2 of the Agreement is
amended to delay vesting of 75,000 shares that would issue on
February 1, 2006, and 100,000 shares that would issue on
August 1, 2006, as follows: 175,000 registered shares that
would issue under the Agreement, to the earlier of the attached
vesting schedule or immediately prior to the closing of a Secondary
Public Offering. A Secondary Public Offering is defined as a public
offering to sell common shares of Company that would close on or
before August 1, 2006 (“Secondary Public
Offering”).
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8.
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If the Company
conducts a Secondary Public Offering, Employee will be offered a
right to sell up to 100,000 common shares in the Secondary Public
Offering. If the Secondary Public Offering is not closed prior to
August 1, 2006, Employee shall continue to vest the shares per
columns 1 and 2 of the attached Schedule A, and Employee shall no
longer be entitled to participate in the Secondary Public Offering.
Company and Employee may, however, mutually agree to include any or
all shares held by Employee in any public offering conducted after
August 1, 2006.
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9.
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The 100,000
shares that vest on August 1, 2007 under the Agreement shall
vest according to Schedule A, column 3.
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10.
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An additional
grant of 5,000 shares to Employee will vest according to Schedule
A, column 4.
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11.
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If Employee resigns or is
terminated for any reason except gross negligence or criminal
conduct prior to the vesting of any shares pursuant to Schedule A,
the remaining shares will continue to vest as set forth in Schedule
A until all shares have vested. If Employee resigns or is
terminated for gross negligence or criminal conduct prior to the
first business day of August, 2007,
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Employee shall be entitled to
receive the unvested shares in columns 1 and 2 per those
schedules, and to receive a prorated number of shares equal to
8,333 per month for every full month Employee has been
employed by the
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