See All of This Company's Exhibits
EX-10
3
ex102.txt
EXHIBIT 10.2
EXHIBIT 10.2
From: Ed Schafer [mailto:ed@schafer.net]
Sent: Thursday, August 12, 2010 10:16 AM
To: 'Mark A Smith'
Subject: RE: #4: Ed Schafer/Bion agreement (material terms)
Yes! E
Ed Schafer
4426 Carrie Rose Lane
Fargo, ND 58104
701.367.4344
ed@schafer.net
From: Mark A Smith [mailto:mas@biontech.com]
Sent: Monday, August 09, 2010 8:20 AM
To: 'Dominic Bassani'
Cc: 'Ed Schafer'; 'Mark A. Smith'
Subject: Ed Schafer/Bion agreement (material terms)
Dear Ed,
Per our meetings/discussions and your further discussion with Dom Bassani
('Dom') last week (as summarized in Dom's email below), effective
immediately (subject to execution and board ratification), Bion Environmental
Technologies, Inc. ('Bion') and you ('Schafer') have agreed as follows:
1-Commencing on or about September 1, 2010 you will join Bion on a part-time
consulting basis (title to be determined) through approximately December 31,
2010 to assist Bion with its various initiatives with initial focus on aiding
Bion's efforts related to: a) development/pre-development process re large
scale integrated ag/renewable energy projects ('Integrated Projects') in PA,
NYS & the mid-continent (including to north central region-Ohio through
Michigan---and the Midwest) & b) political, regulatory & legislative
initiatives at state/federal/local levels related to Integrated Projects & ag
trading programs, & c) interactions/negotiations with major ag industry
entities.
2-As compensation during the interim period, Bion shall pay you $7500 per
month: 1/2 in cash & 1/2 in restricted its common stock at a price of $2.25
per share (1500 shares per month).
3-During this interim period you will work primarily with Dom while reporting
to me and the Board-subsequent to the interim period you shall continue to
work with Dom and under the supervision of me (and the Board) and whoever may
succeed to my positions as I phase out over the next 12-18 months.
4-Assuming that the interim period goes well (by mutual agreement),
commencing approximately January 1, 2011, your time commitment to Bion will
increase to between 50%-75% of real 'full time' with compensation increasing
to a $250,000 annual rate---$150,000 in cash and $100,000 in Bion's
restricted common stock which stock shall be priced for each quarter under a
formula to be determined and which stock issuances shall be part of a
'deferred compensation plan' to be put in place by Bion prior to January 1,
2011, and:
a) The agreement shall run for 3 years from January 1, 2011 through December
31, 2013.
b) Bion will immediately grant Schafer options to purchase an aggregate of
300,000 shares of its common stock pursuant to its existing Incentive Plan
which options shall:
i) be exercisable at a price of $2.25 per share (subject to normal
adjustments for splits, dividends, etc.),
ii) from the date of vesting for a period ending January 15, 2018, &
iii) subject to annual vesting (based on continued satisfactory service to
Bion) of 100,000 options on each of January 1, 2012, 2013 & 2014.
5-Your long term titles within Bion shall be determined over the next 4
months with the likelihood that you will become Chairman or Vice-Chairman.
6-It is intended that you will join the Board and become a Director of Bion
during 2011.
If the terms set forth above accurately summarize the material items to which
we have agreed and are acceptable to you, please confirm by reply email and
we will have 'shaken hands' and the bare bones version of our agreement will
be effective and in place. Over the next couple of weeks we can incorporate
these material terms into a more formal (but still simple) agreement.
I look forward to working with you.
Mark
Mark A. Smith
President & General Counsel
Bion Environmental Technologies, Inc.
303-517-5302(cel)/719-256-5329(hm off)/425-984-9702(fax)
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