EXHIBIT
10.11
AMERICAN ETHANOL, INC.
SANJEEV GUPTA EMPLOYMENT
AGREEMENT
This Agreement is made by and between
American Ethanol, Inc. (the “Company”) and Sanjeev
Gupta (“Employee”) to be effective as of September 5,
2007 (the “Effective Date”).
1.
Duties and Scope of
Employment .
a.
Position; Employment Commencement
Date; Duties .
Employee’s employment with the Company pursuant to this
Agreement is effective as of September 5, 2007 (the
“Employment Commencement Date”). On and after the
Employment Commencement Date, the Company shall employ the Employee
as President of Biofuels Marketing, Inc., a wholly-owned subsidiary
of the Company, reporting to the Board of Directors of the Company.
During the Employment Term (as defined in section 2
herein), Employee shall render such business and professional
services in the performance of his duties as are consistent with
Employee’s position within the Company, and as shall
reasonably be assigned to him by the Board of Directors.
b.
Obligations . During the Employment Term, Employee shall
devote his full business efforts and time to the Company.
Employee agrees during the Employment Term, not to actively
engage in any other employment, occupation or consulting activity
for any direct or indirect remuneration without the prior approval
of the Board; provided, however, that Employee may serve in any
capacity with any civic, educational or charitable
organization.
2.
Employment Term.
It is intended that the employment
arrangement contemplated by this Agreement shall continue until the
third anniversary of the Effective Date, with automatic one-year
extensions thereafter unless terminated by either party on sixty
days notice prior to the end of each respective extension year
(such three-year period and any extensions being referred to herein
as the “Employment Term”). Notwithstanding the
foregoing, the parties agree that neither this Agreement nor any
provision herein is intended to guarantee the continuation of
Employee’s employment for the duration of the Employment
Term. In the event that Employee’s employment with the
Company terminates prior to the expiration of the Employment Term
for any reason, the parties agree that Employee shall be entitled
to receive only those benefits that are expressly provided by this
Agreement in such circumstances.
3.
Employee Benefits
. During the Employment Term,
Employee shall be eligible to participate in the employee and
fringe benefit plans maintained by the Company that are applicable
to other employees of the Company to the full extent provided for
under those plans for the position held by the Employee.
4.
Vacation . During the Employment Term, Employee shall
have three weeks of paid vacation per year. In the event of
termination, any unused vacation weeks shall be paid as salary
continuation.
5.
Expenses . While Employee is employed during the
Employment Term, the Company will reimburse Employee for reasonable
travel, entertainment or other expenses incurred by
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Employee in the furtherance of or in
connection with the performance of Employee's duties hereunder, in
accordance with the Company's expense reimbursement policy as in
effect from time to time.
6.
Compensation .
a.
Base Salary . While employed by the Company, the Company
shall pay the Employee as compensation for his services a base
salary at the annualized rate of One Hundred Eighty Thousand
($180,000) per year (the “Base Salary”). Such
salary shall be paid periodically in accordance with normal Company
payroll practices and subject to required withholding.
Employee’s Base Salary shall be reviewed annually by
the Company for possible adjustments in light of Employee’s
performance and competitive data.
b.
Bonus . Employee shall be entitled to receive, within
90 days after the end of each year, an annual bonus (the
“Bonus”) of up to $50,000 based upon Employee’s
performance and other criteria to be established by the Company.
Except as permitted under Section 7, Employee must be
employed by the Company during the entire applicable bonus period
for the payment of the Bonus. With respect to any subjective
milestones, the determination of whether Employee has attained the
mutually agreed upon milestones for the Bonus shall be reasonably
determined by the Employee’s supervisor.
c.
Severance .
i.
Involuntary Termination Other Than for
Cause; Constructive Termination . If Employee’s employment with the
Company is Constructively Terminated or involuntarily terminated by
the Company other than for Cause (as defined below),
Employee’s death, or Employee’s Total Disability,
then, subject to Employee executing and not revoking a standard
form of mutual release of claims with the Company , Employee
shall be entitled to receive continuing payments of severance pay
(less applicable withholding taxes) at the rate equal to
Employee’s Base Salary, as then in effect, for a period of
three (3) months from the date of such termination in accordance
with the Company’s normal payroll practices. In
addition to the foregoing severance benefits, Employee shall
receive at the Company’s expense 100% of Company-paid health,
dental and vision insurance benefits at the same level of coverage
as was provided to Employee immediately prior to the termination of
Employee’s employment with the Company (“Company-Paid
Coverage”). If such coverage included Employee’s
dependents immediately prior to Employee’s termination, such
dependents shall also be covered at the Company’s expense.
Company-Paid Coverage shall continue until the earlier of (i)
three (3) months following t
