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EXHIBIT 99.2
EMPLOYMENT AGREEMENT
(Grain Manager)
THIS EMPLOYMENT AGREEMENT
("Agreement") is made and entered into effective as of the 2nd
day of January 2007 ("Effective Date"), by and between.
E Energy Adams, LLC. a Nebraska limited liability company ("E
ENERGY") and Andrew Johansen ("Employee").
WHEREAS, the parties acknowledge
that E ENERGY was formed for the purpose of developing a project to
build and operate a 50 million gallon dry mill corn-processing
ethanol plant in Gage County, Nebraska near Adams (the "Business
of E ENERGY "); and
WHEREAS, the parties agree and
acknowledge the Business of E ENERGY is a highly competitive one,
both inside of and outside the state of Nebraska; and
WHEREAS, the parties agree and
acknowledge E ENERGY has, is and will likely continue to develop
valuable confidential techniques and valuable proprietary and
confidential information, forms and methods for use in the Business
of E ENERGY; and
WHEREAS. Employee agrees and
acknowledges that Employee will have access to said valuable
techniques and employ said valuable proprietary and confidential
information, forms and methods in earning income in the employ of E
ENERGY; and
WHEREAS, the parties further agree
and acknowledge that Employee’s position is one of
considerable responsibility and requires considerable experience
and requires Employee to develop and maintain good relationships
with E ENERGY’S: (i) suppliers and potential suppliers,
(ii) customers and potential customers and (iii) employees,
and that E ENERGY will incur substantial time and expense to
replace an employee who has the experience and relationships of
Employee; and
WHEREAS, as a condition of
employment and continued employment of Employee by E ENERGY, the
parties mutually agree that confidentiality is required in
connection with the Business of E ENERGY and in connection with the
identity of E ENERGY’S suppliers and customers, and that
accordingly, it is vital that E ENERGY be protected from direct or
indirect competition from Employee during his employment and for a
reasonable period of time thereafter; and
WHEREAS, E ENERGY and Employee now
desire to provide for the employment of Employee by E ENERGY, after
the effective date of this Agreement, upon the terms and conditions
set forth in this Agreement.
NOW THEREFORE, in consideration of
the mutual covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
I. Employment and Duties . Effective as of the Effective
Date, E ENERGY will employ Employee and Employee will accept such
employment upon the terms and conditions set forth in this
Agreement. Employee shall be the Grain Manager for E ENERGY and
shall report directly to the CEO/General Manager or to such other
person as the CEO designates. Employee shall devote substantially
his entire time and attention to the Business of E ENERGY. In so
doing, Employee agrees to contribute his best skills and services
at all times for the business and benefit of E ENERGY. Employee
hereby represents and confirms that he is under no contractual or
legal commitment that would prevent him from fulfilling his duties
and responsibilities as set forth in this Agreement. During his
employment with E ENERGY, Employee may participate in charitable
activities and personal investment activities to a reasonable
extent and he may serve as a director of business and civic
organizations as approved by the CEO, so long as such activities do
not interfere with the performance of his duties and
responsibilities hereunder. Employee may participate in other
business activities that do not otherwise interfere with his duties
under this Agreement with the prior consent of the CEO.
2. Term and Termination of Employment . The term of
Employee’s employment under this Agreement shall commence on
the Effective Date of this Agreement and shall continue thereafter
until terminated as follows:
a. E ENERGY may terminate
this Agreement without cause by notifying Employee of such
termination at least 30 days in advance of the effective date
of such termination.
b. This Agreement shall
automatically terminate upon the death or permanent disability (as
determined in good faith by the Board of Directors) of
Employee.
c. Employee may terminate
this Agreement by notifying the CEO of such termination at least 90
days in advance of the effective date of such termination. However,
in the event Employee terminates this Agreement prior to one year
from the Effective Date, Employee will be required to repay all
reasonable recruiting costs incurred by E ENERGY in recruiting him
and his replacement.
Except as provided herein, all of Employee’s right to
compensation and other benefits hereunder shall terminate upon the
date his employment terminates, except: as may he mandated by law
with respect to health insurance or other benefits.
3. Position and Duties . Employee shall be the Grain
Manager of E ENERGY and shall have the authority, duties, and
responsibilities commensurate and consistent with such position and
title as designated by the CEO from time to time, including, within
established limitations, (a) budgeting, managing and
controlling departmental, or grain — specific expenditures,
as applicable; (b) planning, developing, and implementing strategy
for grain procurement, hedging, logistics, and development so as to
meet such performance plans, grain/hedging limits, budgets, and
timescales as may be adopted by the CEO/Board of Directors of E
ENERGY; (c) establishing and maintaining appropriate
systems for measuring key aspects of grain and hedging
positions, plant needs, and development; and (d) monitoring,
measuring and reporting on those issues; and (e) ensuring
compliance with any relevant requirements for grain management, and
quality stipulations, and general duties of total care. Employee
will be the most senior management person in the grain
procurement/marketing staff at E ENERGY and will, subject to the
supervision of the CEO, have discretion and authority to manage and
direct the day-to-day grain affairs and plant logistics of E
ENERGY, and to hire and terminate (after consulting with the HR
Manager and CEO) the employment of grain procurement/marketing
employees of E ENERGY. Employee will report to the CEO and perform
such other duties and responsibilities as the CEO shall assign to
him from time to time consistent with his position. All grain
procurement staff and other marketing functions of E ENERGY will
report directly or indirectly (through a subordinate of Employee
who reports directly or indirectly to Employee) to Employee, unless
the CEO concludes in good faith that a direct reporting
relationship with respect to any staff or function is required by
applicable law or written policies of E ENERGY, or is reasonably
necessary to fulfill his fiduciary obligations to E ENERGY.
4. Compensation .
a. Base Salary . For
all services rendered by Employee to E ENERGY hereunder, Employee
shall be paid an annual base salary of Eighty Thousand Dollars
($80,000.00). Which base salary payments shall be paid in
accordance with E ENERGY’S payroll policies and procedures as
established from time to time. 90 days after At
the official start up of the plant, the base salary will be
increased to Eighty-Five Thousand Dollars ($85,000). During each
year after the first year of Employee’s employment hereunder,
the CEO will conduct an annual performance review of Employee and
thereafter establish Employee’s base salary for the upcoming
year.
b. Pre-Start up Bonus
. For exceptional services rendered by Employee to E ENERGY prior
to startup, a bonus up to and including, but not greater than,
Twenty Thousand Dollars ($20,000) may be awarded at the discretion
of the CEO and Board of Directors or the Committee,
c. Annual Performance
Bonus . Beginning ninety (90) days after the startup,
Employee will be eligible for an annual performance bonus up to and
including, but not greater than, 50% of his base salary at the
discretion of the CEO and Board of Directors. Such bonus will be
based upon achievement of certain profitability and operational
efficiencies relative to the industry and such other criteria that
the CEO from time to time, determine in their sole discretion.
d. Employee Benefits
. While Employee is employed by E Energy hereunder, Employee will
be entitled to participate in all employee benefit plans and
programs of E ENERGY, including without limitations, a 401(K) plan,
Section 125 Cafeteria Plan, and medical, dental, life, long
term disability and disability insurance plans, to the extent E
ENERGY offers such plans , in its sole discretion, and to the
extent that Employee meets the eligibility requirements of each
individual plan or program as generally applicable to other
employees of E ENERGY: provided, however, that except as herein
otherwise provided E ENERGY provides no assurance as to the
adoption or continuance of any
particular employee benefit plan or program and Employee’s
participation in such plan or program is subject to the provisions,
rules and regulations generally applicable to other employees of E
ENERGY.
e. Expenses . While
Employee is employed by E ENERGY hereunder, E ENERGY will reimburse
Employee for reasonable and necessary out-of-pocket business,
travel and educational expenses incurred by him in the performance
of his duties and responsibilities hereunder, subject to E
ENERGY’S policies and procedures for expense verification and
documentation in effect from time to time
f. Paid Time Off and
Holidays . While Employee is employed by E ENERGY hereunder,
Employee shall be entitled to paid PTO days as follows:
1 to 4 years of employment 15 20 days
per year
5 to 9 14 years of employment
20 25 days per year
10 + 15 + years of employment 25
30 days per year
5. Confidential Information .
a. For purposes of this
Agreement, (1) "Confidential Information" shall mean any
information, other than Trade Secrets (as defined herein), that is
of tangible or intangible value to E ENERGY and is not generally
known by or available to the competitors of E ENERGY, including,
but not limited to, (a) future business plans, licensing
strategies, and advertising campaigns; (b) information
regarding agreements with employees, customers and vendors;
(c) the terms and conditions hereof,(d) any data or
information defined herein as a Trade Secret, but which is not a
"trade secret" under applicable law; (e) designs, processes,
formulas, plans, devices, or material ( whether or not patented or
pate
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