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")
A ND:
Kerry Hawkley 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 Chief Financial
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 Chief Financial 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 December 31, 2008 or until
terminated as hereinafter provided.
3.
Responsibility
The Employee will devote one hundred percent of his 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 President.
4.
Other Business
Activities
It is agreed that the Employee's employment hereunder shall
constitute one hundred percent of his working time which shall be
devoted exclusively for the benefit of the
Company, and therefore, the Employee may not
engage in any other business activities that would interfere with,
or impede, in any significant manner, the performance of his duties
as Chief Financial Officer of the Company.
5.
Compensation
In consideration of the
performance by the Employee of his responsibilities and duties as
Chief Financial Officer hereunder:
(a) the
Company will pay the Employee the sum of US$134,400 per annum,
payable in monthly installments of $11,200 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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(c) |
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; and
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(d) |
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 will 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. This vacation must be taken on dates
which do not adversely compromise the Employee’s performance
of his duties under this Agreement.
8.
Termination
This Agreement and the Employee's employment may be
terminated by the Company summarily and without notice, payment in
lieu of notice, severance payments, benefits, damages or any sums
whatsoever, on the occurrence of any one or more of the following
events:
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(a) |
The Employee's failure to carry out his duties
hereunder in a competent and professional manner;
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(b) |
The Employee's appropriation of corporate
opportunities for the Employee's direct or indirect benefit or his
failure to disclose any material conflict of interest;
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(c) |
The Employee's plea of guilty to, or conviction
of, an indictable offence once all appeals (if any) have been
completed without such conviction having been reversed;
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(d) |
The existence of cause for termination of the
Employee at common law including but not limited to cause related
to fraud, dishonesty, illegality, breach of statute or regulation,
or gross incompetence;
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(e) |
Failure on the part of the Employee to disclose
material facts concerning his business interests or employment
outside of his employment by the Company, provided such facts
relate to the Employee's duties hereunder;
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(f) |
Refusal on the part of the Employee to follow
the reasonable and 1awfull directions of the Company;
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(g) |
Breach of fiduciary duty to the Company on the
part of the Employee;
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(h) |
Material breach of this Agreement or gross
negligence on the part of the Employee in carrying out his duties
under this Agreement; or
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(i) |
A declaration of bankruptcy on the part of the
Employee by a court of competent jurisdiction.
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8.1
In the event of the early
termination of the Agreement for any reason set out in Section 8
above, the Employee shall only be entitled to such compensation as
would otherwise be payable to the Employee hereunder up to and
including such date of termination, as the case may be.
8.2
This Agreement and the Employee's
employment may be terminated on notice by the Company to the
Employee for any reason other than for the reasons set out in
Section 8 above of this Agreement upon one month notice to the
Employee. In such event, the Employee will be entitled to payment
of salary and expenses until the date one month after which notice
was given.
8.3
This Agreement and the Employee's
employment may be terminated on notice by the Employee to the
Company for any reason upon one month notice to the Company. In
such event, the Employee will be entitled to payment of salary and
expenses until the date one month after which notice was given.
8.4 If a Change of
Control (as herein defined) occurs and this Agreement is terminated
by the Company, either effectively or constructively, within twelve
(12) months of such Change of Control, the Employee shall be
entitled to receive a lump sum payment in an amount equal to
eighteen (18) monthly installments of the Employee’s
Compensation.
8.5 If this
Agreement is terminated in accordance with Section 8.4, the
benefits provided to the Employee pursuant to Section 5 of this
Employment Agreement shall continue for the amount of months of
Compensation the Employee is entitled
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