EXHIBIT 10.1
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is executed effective September 30, 2009
by, between
and among Bion Environmental Technologies, Inc. ('Bion')
(collectively Bion,
together with the other subsidiaries of Bion, are sometimes
referred to as
the 'Bion Companies') and Bright Capital, Ltd. ('BC') and Dominic
Bassani
('DB').
WHEREAS BC has provided the services of DB to the Bion Companies
since 2000
and most recently pursuant to the agreement of March 2005, as
extended
('Existing Agreement');
WHEREAS Bion wishes to receive the services of DB on a long term
basis and
BC & DB desire to provide such services to the Bion Companies
upon the terms
and conditions set forth in this Agreement;
AND WHEREAS Bion, DB & BC are executing this Extension
Agreement with the
intention that certain open matters specified below be resolved
and
incorporated herein on or before December 31, 2009;
NOW THEREFORE, in consideration of the mutual covenants and
conditions
hereinafter set forth, the Bion Companies, BC and DB do hereby
agree as set
forth below upon the terms and conditions set forth in the
following
paragraphs:
1) Pursuant to this Extension
Agreement, DB shall continue to provide
his services to the Bion Companies through BC as he has under the
Existing
Agreement ( presently holding the positions of Vice
President-Special
Projects and Strategic Planning of Bion's Bion Services Group, Inc.
& Bion
Integrated Projects Group, Inc. subsidiaries, which positions may
be changed
from time-to-time by action of the Board of Directors ('BOD') of
Bion with
the written consent of DB) on a 'full-time' basis (as defined
below) for a
period of three (3) years commencing October 1, 2009 and running
through
September 30, 2012; and, for one (1) year thereafter, on a
'half-time' basis
(as defined below); and for an additional one (1) year period
('Additional
Period'), with the written consent of DB; (for purposes of this
Extension
Agreement, the period from October 1, 2009 through the end of the
Additional
Period, if any, shall be the 'Term').
2) Compensation:
a)
Cash compensation from the Bion Companies to BC for the
services of DB provided by BC shall continue at an annual rate of
$312,000
for the entire term of this Extension Agreement (with the
'half-time'
services during the Additional Period compensated as if 'full-time'
services
were being provided), unless agreed otherwise;
b)
FURTHER, PROVIDED, on the first date on which the Bion
Companies hire/engage senior management for salary/consulting
compensation in
excess of the $312,000 annual rate of cash compensation to BC set
forth in
this Extension Agreement, the compensation paid to BC shall be
increased to
the level paid to such newly hired/engaged senior management.
c)
Bion hereby grants to BC a $60,000 bonus which bonus shall be
satisfied by issuing to BC a warrant to purchase 600,000 shares of
Bion's
common stock which Warrant shall be valued at $60,000 and
shall be
exercisable at a price of $2.50 per share until January 15,
2019.
d) For
the purposes of this Extension Agreement, 'full time' shall
mean not less than 42 weeks per year and 'half time' shall mean not
less than
24 weeks per year.
e)
Bion's BOD agrees to establish, in negotiation with DB and BC,
guidelines/baselines (possibly based on stock price and/or
operating
milestones re specific projects) for performance bonuses for DB/BC
during the
term of this Extension Agreement, which guidelines/baselines shall
be put in
place on or before June 30, 2010.
f) BC
shall be reimbursed for all reasonable expenses (including
DB's medical insurance premiums & home office
expen
