EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 1st day of
January 2008
BETWEEN:
US Geothermal
Inc., a body corporate having an office at 1505 Tyrell Lane
Boise, Idaho 83706
(the "Company")
AND:
Daniel Kunz of
1505 Tyrell Lane, Boise, Idaho 83706
(the "Employee")
WHEREAS:
(A) the
Company is in the business of developing geothermal properties;
(B)
the Company wishes to engage the Employee as
President and Chief Executive Officer; and
(C)
the parties hereto wish to enter into this
Agreement for the purpose of fixing the compensation and terms
applicable to the employment of the Employee during the period
hereinafter set out.
NOW, THEREFORE, THIS AGREEMENT WITNESSES
that the parties hereto, in consideration of the respective
covenants and agreements on the part of each of them herein
contained, do hereby covenant and agree as follows:
1.
Employment
The Company hereby engages the Employee as President
and Chief Executive Officer of the Company and the Employee hereby
accepts such employment, upon the terms and conditions hereinafter
set out.
2. Term
This Agreement will be effective from
January 1, 2008 and will remain in full force and effect until the
earlier of December 31, 2008 or until terminated as hereinafter
provided.
3.
Responsibility
The Employee will devote appropriate
working time to his Employment hereunder, and while engaged in his
employment will have the authority and duty to perform and carry
out such duties and responsibilities as are customarily carried out
by persons holding similar positions in other development companies
comparable in size to
the Company and such additional and related
duties as may from time to time be assigned, delegated, limited or
determined by the Board of Directors.
4. Other
Business Activities
It is agreed that the Employee's employment
hereunder shall constitute one hundred forty (140) hours per month,
which shall be devoted exclusively for the benefit of the
Company.
(a)
the Employee may engage in any other business
activities, so long as such activities will not interfere with, or
impede, or have the potential to conflict in any significant manner
with either the interests of the Company and/or the performance of
his duties as President and Chief Executive Officer of the Company.
Before the Employee can engage in any other geothermal-related
business activity the Employee must disclose full particulars
thereof in writing to the Board of Directors, and within 15 days
after the date of such disclosure, the Employee must receive from a
majority of the Board of Directors a decision that such activities
by the Employee will not, in the opinion of the Board of Directors,
interfere or be in conflict with the interests of the Company
and/or the Employee's performance of his duties to the Company
hereunder;
(b)
the Employee shall refer to the Board of Directors any
and all matters and transactions in respect of which an actual or
potential conflict of interest between the Employee and the Company
has arisen or may arise, however remote the possibility, and the
Employee shall not proceed with any such matter or transaction
until the Board of Director's approval therefore is obtained. Such
approval shall not be unreasonably withheld. For purposes of
clarification, this provision is not intended to limit in any way
the Employee's other fiduciary obligations to the Company, which
may arise in law or in equity.
5.
Compensation
In consideration of the performance by the Employee of
his responsibilities and duties as President and Chief Executive
Officer hereunder:
(a)
the Company will pay the Employee the sum of US$170,400
per annum, payable in monthly installments of $14,200 no later than
the last working day of the month;
(b)
the Company will grant the Employee incentive stock
options in such amount and on such conditions as the Board of
Directors of the Company may determine from time to time;
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the Company will provide the Employee and his
immediate family (consisting of spouse and children) with medical,
dental and related coverage as are available to the other employees
of the Company. The Company will also provide reasonable life
insurance and accidental death coverage with the proceeds payable
to the Employee's estate or specified family member; and,
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the Company will provide a 401K retirement
benefit as is available to the other employees of the Company.
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6.
Expenses
The Company shall reimburse the Employee for any
and all reasonable and documented expenses actually and necessarily
incurred by the Employee in connection with the performance of his
duties under this Agreement. The Employee will furnish the Company
with an itemized account of his expenses in such form or forms as
may reasonably be required by the Company and at such times or
intervals as may be required by the Company.
7.
Vacation
Employee will be entitled to a paid vacation of four weeks
within each 12-month period under the terms of this Agreement, to
be calculated from the date of the commencement of employment set
forth in Section 2 herein.
8.
Change of Control
Cognizant that the Company is a publicly owned
entity, should a Change of Control occur, the Employee shall be
entitled to receive a lump sum payment in an amount equal to
twenty-four (24) monthly installments of the Employee’s
Compensation no later than five (5) working days after the
effective date that the Change of Control has occurred. This
compensation is payable by the Company or its Successor regardless
of whether or not the Employee continues under employment pursuant
to this Employment Agreement or is replaced with a new
agreement.
If this Agreement is terminated in accordance
with Section 8, the benefits provided to the Employee pursuant to
Section 5 of this Employment Agreement shall continue for the four
(4) months of Compensation the Employee following the termination
of this Agreement pursuant to Section 8 or until the Employee
commences alternative employment, whichever occurs first.
“Change of Control” means an event
occurring after the effective date of this Agreement pursuant to
which:
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a) |
a merger, amalgamation, arrangement,
consolidation, reorganization or transfer takes place in which
securities of the Company possessing more than 50% of the total
combined voting power of the Company’s outstanding voting
securities are acquired by a person or persons different from the
person holding those voting securities immediately prior to such
event, and the composition of the Board of Directors of the Company
following such event is such that the directors of the Company
prior to the transaction constitute less than 50% of the Board
membership following the event;
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b) |
any person, or any combination of persons acting
jointly or in concert by virtue of an agreement, arrangement,
commitment or understanding acquires, directly or indirectly, 50%
or more of the voting rights attached to all outstanding voting
securities;
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c) |
any person, or any combination of persons acting
jointly or in concert
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by virtue of an agreement, arrangement or
commitment or understanding acquires, directly or indirectly, the
right to appoint a majority of the directors of the Company; or
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d)
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the Company sells, transfers or otherwise
disposes of all or substantially all of its assets, except that no
Change of Control will be deemed to occur if such sale or
disposition is made to a subsidiary or subsidiaries of t
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