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AMERICAN ETHANOL, LLC
WILLIAM MAENDER EXECUTIVE EMPLOYMENT
AGREEMENT
This
Agreement is made by and between American Ethanol, LLC, a
California limited liability corporation (the
“Company”), and William Maender
(“Executive”) to be effective as of January 12,
2006 (the “Effective Date”).
1.
Duties and Scope of Employment .
(a)
Position; Employment Commencement Date; Duties
.
Executive’s employment with the Company pursuant to this
Agreement is effective as of January 12, 2006 (the
“Employment Commencement Date”). On and after the
Employment Commencement Date, the Company shall employ the
Executive as the Chief Financial Officer of the Company reporting
to the Board of Directors of the Company (the
“Board”).
During
the Employment Term (as defined in section 2 herein), Executive
shall render such business and professional services in the
performance of his duties as are consistent with Executive’s
position within the Company, and as shall reasonably be assigned to
him by the Board.
(b)
Obligations .
During the Employment Term, Executive shall devote his full
business efforts and time to the Company. Executive 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 Executive may serve in any capacity with
any civic, educational or charitable organization, or as a member
of corporate boards of directors or committees
thereof.
2.
Employment Term. It
is intended that the employment arrangement contemplated by this
Agreement shall continue until the third anniversary of the
Effective Date (such three year period 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
Executive’s employment for the duration of the Employment
Term. In the event that Executive’s employment with the
Company terminates prior to the expiration of the Employment Term
for any reason, the parties agree that Executive 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, Executive shall be eligible to
participate in the employee and fringe benefit plans maintained by
the Company that are applicable to other senior management to the
full extent provided for under those plans for the position held by
the Executive.
4.
Vacation .
During the Employment Term, Executive shall have three weeks of
paid vacation per year. The Company’s vacation policy may be
revised from time to time by action of the Board of Directors. In
the event of termination, any unused vacation weeks shall be paid
as salary continuation.
5.
Expenses .
While Executive is employed during the Employment Term, the Company
will reimburse Executive for reasonable travel, entertainment or
other expenses incurred by Executive in the furtherance of or in
connection with the performance of Executive'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 Executive
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.
(b)
Bonus .
Executive 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 Executive’s performance and the
Company’s attainment of objectives established by the
Compensation Committee of the Board. Except as permitted under
Section 7, Executive 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
Executive has attained the mutually agreed upon milestones for the
Bonus shall be reasonably determined by the Compensation
Committee.
(c)
Unit Repurchase .
The Company hereby acknowledges that Executive purchased 200,000
units of the Company on January 12, 2006 at a purchase price of
$0.01 per unit (the “Units”). As of January 12, 2006,
the Company and Executive have entered into a Restricted Unit
Purchase Agreement (the “Repurchase Agreement”)
pursuant to which the Company will have the right, in the event of
the termination of the Executive’s employment with the
Company, to repurchase the Units at a purchase price of $0.01 per
Unit on the terms and conditions set forth in the Repurchase
Agreement.
(d)
Severance .
(i)
Involuntary Termination Other Than for Cause; Constructive
Termination Prior to Change of Control .
If, prior to a Change of Control, Executive’s employment with
the Company is Constructively Terminated or involuntarily
terminated by the Company other than for Cause (as defined below),
Executive’s death, or Executive’s Total
Disability, then, subject to Executive executing and not revoking a
standard form of mutual release of claims with the Company
, Executive
shall be entitled to receive continuing payments of severance pay
(less applicable withholding taxes) at the rate equal to
Executive’s Base Salary rate, as then in effect, for a period
of 6 months from the date of such termination in accordance with
the Company’s normal payroll practices. In addition to the
severance benefits set forth in subsection (i) and (ii) above,
Executive shall receive at the Company’s expense 100% of
Company-paid
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