Registration of Securities of a Small-Business Issuer — Form 10-SB Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10SB12G Bluefire Ethanol Fuels, Inc. HTML 277K
2: EX-2.1 Stock Purchase Agreement HTML 322K
3: EX-3.1 Amended and Restated Articles of Incorporation HTML 23K
4: EX-3.2 Amended and Restated Bylaws HTML 110K
5: EX-10.1 Form Directors Agreement HTML 79K
6: EX-10.2 Form Executive Employment Agreement HTML 70K
7: EX-10.3 Technology License Agreement HTML 143K
8: EX-10.4 Asset Transfer and Acquisition Agreement HTML 120K
9: EX-21.1 Subsidiaries HTML 6K
This
Agreement is made and entered into as of the 1st
day of
June, 2006
(“Agreement Date”) by and between BlueFire Ethanol, Inc., a Nevada corporation
and subsidiary of BlueFire Ethanol, Inc, a Delaware corporation (hereinafter
referred to as the “Company”), and ____________,
an
individual (hereinafter referred to as the “Employee”). The Company and the
Employee are collectively referred to as the “Parties”. This Agreement
supersedes any similar agreement between the Parties.
WITNESSETH:
Whereas
it is in
the best interest of the Company to retain quality personnel such as the
Employee; and
Whereas
the
Employee is willing to enter into an employment agreement with the Company
in
accordance with the conditions hereinafter provided.
Now,
therefore,
for and
in consideration of the terms and conditions contained herein, the Parties
agree
as follows, to wit:
1.
Definitions.
As
used in this Agreement:
A.
“Company”
means BlueFire Ethanol, Inc. its successors and assigns, and any
of its
present or future subsidiaries or organizations controlled by,
controlling, or under common control with
it.
B.
“Confidential
Information”
means any and all information disclosed or made available to the
Employee
or known by the Employee as a direct or indirect consequence of or
through
Employee’s employment by the Company and not generally known in the
industry in which the Company is or may become engaged, or any information
related to the Company’s products, processes, or services, including, but
not limited to, information relating to research, development, inventions,
manufacture, purchasing, accounting, engineering, marketing,
merchandising, or selling.
C.
“Inventions”
mean discoveries, concepts and ideas, whether patentable or not,
relating
to any present or prospective activities of the Company, including,
but
not limited to, devices, processes, methods, formulae, techniques,
applications, technology and any improvements to the foregoing. Such
definition shall also encompass all such discoveries, concepts and
ideas,
even if formulated by the Employee prior to his employment by the
Company.
D.
“Company
Monthly Base Pay”means
the employee’s last monthly remuneration, prior to termination of
Employee’s employment with the Company, before federal, state, and local
taxes and other withholding, but exclusive of extra compensation,
such as
that attributable to bonuses, overtime or employee retirement or
pension
benefits.
E.
“Conflicting
Organization”
means any person or organization engaged, directly or indirectly,
in the
research, development, production, marketing or selling of a Conflicting
Product.
F.
“Conflicting
Product”
means any product, process, technology, application, or service of
any
person or organization, other than the Company, in existence or under
development, which resembles, competes with or is marketed or offered
for
sale or lease to the same or similar potential customers as a product,
process, technology, application, or service which is the subject
of
research, development, production, marketing or selling activities
of the
Company.
2.
Employment.
The Company hereby employs the Employee and the Employee hereby
agrees to
accept employment with the Company upon the terms and conditions
herein
set forth.
3.
Term.The Company hereby employs the Employee for a period of three
(3)
years beginning on the 1st day of June, 2006, and ending
on the 31st day
of May, 2009, unless sooner terminated as provided in Section
13
(Disability), Section 14 (Death During Employment) or Section
16
(Termination), hereof; provided, this Agreement may be extended
for
additional periods or its terms amended upon the mutual written
agreement
of the
Parties.
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4.
Position.
The Employee shall be employed in the capacity of
with such managerial, administrative and other services
as are customarily
associated with or incident to such position and shall
perform such other
duties and responsibilities for the Company as the Company
may reasonably
require, consistent with such position. The Employee shall
not be assigned
nor requested to perform duties or functions for which
he has not been
adequately trained or for which he does not have adequate
education and/or
professional
experience.
5.
Extent
of Services.
The Employee shall diligently and conscientiously devote
Employee’s time,
attention and energies to the business of the Company
and shall not,
during the term of this Agreement, be engaged in any
other full time
business activity whether or not such business activity
is pursued for
gain, profit, or other pecuniary advantage; however,
except as set forth
in Section 16, this provision shall not be construed
as preventing the
Employee from investing Employee’s assets in such form or manner as will
not require full-time services on the part of the Employee
outside of the
Company.
6.
Working
Facilities.
The Employee shall be furnished with such facilities
suitable to
Employee’s position and adequate for the performance of Employee’s duties
and the conduct of the Company’s business. The Employee’s principal office
shall be located in the area selected by the Company;
provided, however,
the Employee agrees to do such traveling as is required
to carry out
Employee’s duties hereunder.
7.
Compensation.The Company’s Board of Directors or the management of the Company
may
increase the Employee’s Company Monthly Base Pay from time to time as the
Board may see fit to grant such an increase. The
Employee shall be a
participant in any deferred compensation, bonus and/or
stock option plans
designed and implemented by the Company’s Board of Directors for the
benefit of the Company’s key executives and employees. The Employee shall
participate in any such plans at a level commensurate
with Employee’s
position with the
Company.
A.
Company
Monthly Base Pay.
For all services rendered by the Employee under this Agreement, Employee
shall be paid a salary in the sum of $
per
year, beginning on June1,
2006 through December 31, 2006. These amounts shall be paid in equal
monthly or bi-monthly installments to the Employee as Company Monthly
Base
Pay.
B.
Benefits.
Employee
shall be eligible for Company-paid health insurance, dental insurance,
401K Plan when available, short/long term disability coverage and
other
benefits that are and may become available. Employee shall be eligible
to
participate in any such benefits at a level commensurate with Employee’s
position with the Company.
8.
Expenses.
All expenses for transportation and travel, including
business use of
personal automobile, incurred by the Employee for
the furtherance of the
legitimate business interests of the Company, shall
be reimbursed or
directly paid by the Company upon presentment of
receipts in accordance
with the record keeping requirements of the Internal
Revenue
Service.
9.
Right
to Participate.
The Employee shall have the right to participate
in all other benefits of
employment generally made available to the Company’s executive and
managerial employees including but not limited
to medical, dental,
disability, life insurance, retirement plans
and any other benefit(s)
presented by the Company’s Board of Directors and befitting the Employee’s
position and performance as
available.
9.
Right
to Participate.
The Employee shall have the right to participate
in all other benefits of
employment generally made available to the Company’s executive and
managerial employees including but not limited
to medical, dental,
disability, life insurance, retirement plans
and any other benefit(s)
presented by the Company’s Board of Directors and befitting the Employee’s
position and performance as
available.
10.
Vacation.
The Employee shall be entitled to paid vacation,
as
follows:
Ten
(10)
working days during the 2006 calendar year
fifteen
(15) working days during the 2007 calendar year
twenty
(20) working days during the 2008 calendar year
For
purposes hereunder, the term “working days” refers to Monday through Friday,
exclusive of weekends and holidays, observed by the Company as determined by
the
Board of Directors. Employee will not schedule vacation without prior written
approval from the Company’s CEO. Unused vacation days may not be carried into
the next calendar year nor will the Employee receive compensation for unused
vacation days, unless Employee’s work requirements cause Employee to miss
vacation days, in which case Employee can carry over unused vacation days or
be
compensated for unused vacation days.
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11.
Right
to Inventions.
With respect to all Inventions made or conceived
by the Employee, whether
or not during the hours of Employee’s employment or with the use of
Company facilities, materials or personnel,
either solely or jointly with
others, during the term of Employee’s employment by the Company, and
without royalty or any other
consideration:
A.
Reports.
The Employee shall inform the Company promptly and fully of such
inventions by a written report, setting forth in detail the structures,
procedures, and methodology employed and the result achieved. A report
shall also be submitted by the Employee upon completion of any study
or
research project undertaken on the Company’s behalf, whether or not in the
Employee’s opinion a given study or project has resulted in an
invention.
B.
Assignment.
The Employee hereby assigns and agrees to assign to the Company all
of
Employee’s rights to such Inventions and to all proprietary right therein,
based thereon or related thereto, including, but not limited to,
applications for United States and foreign letters patent and resulting
letters patent.
C.
Patents.
At
the Company’s request and expense, the Employee shall execute such
documents and provide such assistance as may be deemed necessary
by the
Company to apply for, defend or enforce any United States or foreign
letters of patent based on or related to such
Inventions.
D.
Prior
Inventions and Intellectual Property.
All prior technical knowledge, inventions, know-how developed or
learned
by the Employee concerning the business of the Company, shall become
the
property of the Company upon execution of this Agreement, and the
Employee
shall not have any further proprietary rights to such Intellectual
Property.
12.
Disclosure
of Confidential
Information.
A.
Confidentiality.
Except as required in the performance of Employee’s duties during the term
of Employee’s employment by the Company, the Employee shall treat as
confidential and shall not, directly or indirectly, use, disseminate,
disclose, publish, or otherwise make available any Confidential
Information or any portion thereof. This provision shall remain in
effect
for a period of two (2) years after any termination of such
employment.
B.
Return
of Confidential Information.
Upon termination of Employee’s employment with the Company, all documents,
records, notebooks, and similar repositories containing Confidential
Information, including copies thereof, then in the Employee’s possession,
whether prepared by him or others, shall be promptly returned to
the
Company. If at any time after the termination of employment the Employee
determines that he has any Confidential Information in Employee’s
possession or control, he shall immediately return to the Company
all such
Confidential Information, including all copies and portions
thereof.
13.
Disability.
To
the extent not covered by the Company’s disability insurance, if any, if
the Employee is unable to perform Employee’s services during the term of
this agreement by reason of illness or
incapacity, he shall receive
Employee’s full compensation during the first
two (2) months of such
disability, to the extent not covered
by the Company’s disability
insurance, if any. If such disability
should continue for longer than two
(2) months, the compensation otherwise
payable to the Employee during the
continued period of disability shall
be reduced by fifty percent (50%)
provided such continued period of disability
lasts no longer than four (4)
months. The Employee’s full compensation shall be reinstated
upon
Employee’s return to employment and the discharge
of Employee’s full
duties hereunder. This provision shall
not be operative until all benefits
under the Company’s long-term disability insurance plan,
if any, have been
calculated and shall not be considered
in determining the amount of
benefits under any such insurance
plan.
A.
In
the event of disability of the Employee, shares of the Company, as
provided in Section 7(B) of this Agreement shall continue as if this
Agreement were in full force and
effect.
14.
Death
during Employment.If
the Employee dies during the term of
this Agreement, this Agreement shall
be terminated; provided, however, the
Company shall pay to the estate of
the employee any salary which would have
otherwise been earned for the
balance of the month in which the Employee’s death
occurred.
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15.
Non-Competition.
During the term of this Agreement and
or as long as thereafter as Employee
is receiving unemployment
insurance:
A.
For
a period of Three (3) years after Termination, the Employee shall
not
engage in competition with the Company, either directly or indirectly,
in
any manner or capacity, as advisor, consultant, principal, agent,
partner,
officer, director, stockholder, employee, representative, spokesman
or
otherwise, in any phase of the business carried on by the Company
at any
time.
B.
For
a period of Three (3) years after the termination of this Agreement,
the
Employee shall not solicit anyone who was an employee of the Company
when
the Employee’s employment with the company terminated or solicit anyone
then employed by the Company to terminate or refrain from renewing
Employee’s or her employment with the
Company.
C.
For
a period of Three (3) years after the termination of this Agreement,
the
Employee shall not, either directly or indirectly, solicit any customer,
broker, or distributor of the Employer, for such products as are
manufactured and/or sold by the Employer, and Employee will similarly
not
engage in the business of the manufacture and sales of such products
as
are manufactured and/or sold by the Employer within the said period.
16.
Termination.
The Employee may terminate this Agreement
upon thirty days (30) written
notice to the Company. Upon the effective
date of the Employee terminating
this Agreement, the Employee’s entitlement to any salary or other
benefits
hereunder shall cease subject to the
provisions of Section
13.
A.
The
Employer may terminate this Agreement at any time with twenty-four
(24)
hours prior written notice if the Employee commits any material act
of
dishonesty, discloses confidential information, is guilty of gross
misconduct, or acts in any way that has a direct, substantial and
adverse
effect on the Company’s reputation. Upon the effective date of the Company
terminating this Agreement, the Employee’s entitlement to any salary or
other benefits hereunder shall
cease.
17.
Certain
Provisions to Survive Termination.
Notwithstanding any termination
of this employment under this Agreement,
the Employee, in consideration
of Employee’s employment hereunder to the
date of such termination, shall
remain bound by the provisions
of Section
12 and 15. It is acknowledged that
the Company would be irrevocably
damaged if the Employee were to
violate the provisions of Section
12
and/or 15, and consequently, in
addition to all other remedies
that may be
available to it, the Company shall
be entitled to injunctive relief
for
any actual or threatened violation
of such
Sections.
A.
In
the event of termination of the Agreement as a result of the disability
or
death of the Employee, it is agreed that the provisions of Section
7(B)
relating to shares of the Company shall continue as if the Employee
were
alive and fulfilling Employee’s obligations under this Agreement and not
disabled or dead.
18.
Notice.
All notices herein shall be in
writing and shall be deemed to
have been
duly given at the time personally
delivered or deposited in the United
States Mail, postage prepaid, to
the address of the respective parties
set
forth below their signatures hereto,
subject to changes upon notice
to the
other
party.
19.
Waiver.
Failure to insist upon a strict
compliance with any of the terms
or
conditions of this Agreement shall
not be deemed waiver of such terms
or
conditions, nor shall any waiver
of any term, condition or right
of any
party at any time be deemed a waiver
of any other term, condition or
right
of any party hereto, nor shall
it preclude the party from subsequently
asserting or relying upon such
term, condition or
right.
20.
Severability.
The invalidity or enforceability
of any provision hereof shall in
no way
affect the validity or enforceability
of any other
provision.
21.
Modification.
There are no verbal understandings
between the Parties. This Agreement
contains the entire agreement
of the Parties and shall not
be changed,
modified, or terminated, except
in writing signed by the
Parties.
22.
Construction.
This Agreement shall be construed
in accordance with the laws of
the State
of
California.
23.
Assignment.
The rights and obligations
of the Company under this Agreement
shall inure
to the benefit of and shall
be binding upon the successors
and assigns of
the Company. The Employee’s rights, powers, privileges
and immunities
under this Agreement shall
not be assignable by the Employee
without the
prior written consent of the
Company.
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24.
Binding
Effect.
This Agreement shall be binding
upon and shall inure to the
benefit of the
Parties and their respective
heirs, legal representatives,
successors and
assigns.
IN
WITNESS WHEREOF,
the
Parties have hereto set their hands on the day and year first above
written.
COMPANY: BlueFire Ethanol,
Inc.
This
agreement is hereby ratified by a majority of the BlueFire Ethanol, Inc. Board
of Directors on this 1st day of May, 2006.
By:/s/
Arnold R. Klann
Name:
Arnold R. Klann
Title: Chairman/CEO
EMPLOYEE:
By: __________________________________
Name:
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EXHIBIT
A
Operating
Targets
1.
Individual goals:
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A-1
Dates Referenced Herein and Documents Incorporated by Reference
