Sample: The identification and assessment of underground environments where conditions are suitable for microbial life activation

Attachments:

Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete Agreement

Form of Incentive Stock Option Agreement

General Release - Exhibit A

EX-10.11 12 h84810exv10w11.htm EX-10.11 exv10w11

Exhibit 10.11

November 21, 2006

Dr. Bhupendra Soni
201 Heath Place
Westmont, IL 60559

Re: Terms of Offer of Employment

Dear Bhupendra:

Glori Oil Limited (the “Company” or “we”) is pleased to offer you the position of Director of Microbial Research & Process Development. This letter sets forth the terms of your employment.

Position and Start Date: You will start on February 1, 2007 and will initially report to the President of the Company (the “President”). The Company will send you to India for approximately ten (10) days in December 2006 for training at The Energy and Resources Institute. All legitimate business expenses during this trip will be paid for by the Company. Please note, by signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from taking this position or performing your duties with the Company.

Compensation: You will be paid a salary of $16,250 per month ($195,000 annualized), less applicable taxes, deductions and withholdings (“Base Salary”), payable on the Company’s regular payroll dates. In addition upon satisfactory review of your performance, you will be paid a bonus of $25,000 on the first anniversary of your employment (less applicable taxes, deductions and withholdings). This bonus will be at the discretion of the Company. The Company will also pay actual moving expenses and three (3) months of temporary rental housing in Houston not to exceed $15,000.

In addition, you will be eligible to participate in the Company’s incentive compensation and sales commission plans as may be established in the sole discretion of the Board of Directors. Such compensation will be tied to your performance and the performance of the Company.

Employee Benefits:

You will be eligible to participate in all present and future medical, dental, vision, accident and disability plans, and all similar benefits made available generally to employees of the Company. You also will be eligible to receive paid vacation time. Currently, you will be eligible for three (3) weeks of paid vacation per year, which shall accrue on a prorated basis. Beginning your second year of employment, you will be eligible for four (4) weeks of paid vacation per year, which also shall accrue on a prorated basis. Materials regarding the Company’s employee benefits are being provided to you under separate cover.

Dr. Soni
Page 2

Stock: Contingent upon commencement of your employment you will be granted 620,290 stock options (“Options”) in the Company. Future grants to you, if any, will be subject to approval by the Board of Directors. Any shares granted to you shall be subject to vesting and other terms and conditions as set forth in the Form of Incentive Stock Option Agreement (the “ISO”) to be provided to you.

Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete Agreement: You will be required, as a condition of your employment with the Company, to sign a Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete Agreement in the form attached hereto (“Proprietary Information and Inventions Agreement” or “PIIA”), which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, a non-disclosure of proprietary information as well as a restrictive covenant regarding employment with entities which compete with the Company and non-solicitation of the Company’s employees for a period of time.

Employment Relationship:

At-Will Employment. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. This is the full and complete agreement between you and the Company on this term.

Severance for Involuntary Termination. Despite our at-will relationship, if your employment is terminated by the Company without “Cause” (as defined below) or if you voluntarily terminate your employment with “Good Reason” (as defined below) then, contingent upon your executing a full and complete general release of and covenant not to sue the Company in the form attached hereto as Exhibit A, then you shall be provided continued Base Salary payment for three months, to be paid on regular payroll dates.

Termination for Cause or Without Good Reason. If the Company terminates your employment for Cause or if you voluntarily terminate your employment without Good Reason, then (i) the Company’s obligations under this Letter Agreement shall immediately cease, and (ii) you shall not be entitled to receive payment of, and the Company shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than the portion of your Base Salary then earned but unpaid.

“Cause” shall mean (i) the commission of any act of fraud or embezzlement by you; (ii) any unauthorized use or disclosure by you of any material confidential information or trade secrets of the Company; (iii) your indictment for, conviction of, or plea of no contest with respect to any felony violation or any crime of moral turpitude or dishonesty; (iv) your chronic absence from work for reasons other than illness; (v) your substance abuse or other misconduct that in any manner that materially interferes with the performance of your duties on behalf of the Company; (vi) any failure or refusal by you to perform your duties in an acceptable manner or to follow the lawful and proper directives of GTI Ventures that are within the scope of your duties, in each case after a reasonable notice and cure period not less than 15 days; or (vii) any other misconduct by you that adversely affects the business or affairs of the Company.

Dr. Soni
Page 3

“Good Reason” shall mean your voluntary resignation within six (6) months following: (i) a reduction in your Base Salary by more than 20%, other than a reduction that is applicable to all executive officers of the Company generally; or (ii) a relocation of your principal place of employment by more than one hundred miles without your consent; provided and only if any such change, reduction or relocation is effected by the Company without your consent.

Outside Activities: While you render services to the Company, you will devote your full time and attention to the Company and agree that you will not engage in any other employment, consulting or other business activity without the written consent of the President.

Withholding Taxes: All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

Tax and Legal Advice: By signing this letter, you acknowledge that you have had an opportunity to consult with legal counsel and tax and other advisors regarding this Letter Agreement.

Severability: If any provision of this Letter Agreement is held illegal, invalid or unenforceable to any extent, this Letter Agreement shall be construed and enforced as if such provision was never a part of this Letter Agreement and the remaining provisions of this Letter Agreement shall remain in full force and effect and shall not be affected by illegal, invalid or unenforceable provisions or by their severance.

Entire Agreement: If you wish to accept this offer, please sign and date this letter. You will be required to sign the enclosed PIIA and return it on your first day of employment. This Letter Agreement along with the PIIA supersede all prior discussions and agreements, whether written, oral or implied, among the parties with respect to the subject matter hereof and contain the sole and entire agreement between you and the Company with respect to the subject matter herein.

Proof of Right to Work: As required by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States.

Miscellaneous: THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES. WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM (OR RELATING TO) THIS AGREEMENT OR YOUR EMPLOYMENT, YOU AND WE IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF ANY SHAREED STATES FEDERAL OR TEXAS STATE COURT WITHIN TRAVIS COUNTY, TEXAS.

This Letter Agreement shall inure to the benefit of any successors or assigns of the Company; you shall not be entitled to assign any of your rights or obligations under this Letter Agreement. The terms and provisions of this Letter Agreement are intended solely for the

Dr. Soni
Page 4

benefit of each party hereto and Company’s successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

We are very excited about the prospect of your joining Glori Oil Limited. We look forward to your favorable reply and to a productive working relationship. This offer, if not accepted, will expire at the close of business on December 1, 2006.

If you have any questions regarding this offer, please call me.


	Sincerely,
	/s/ Jonathan Schulhof
	Jonathan Schulhof, Chairman

I accept this Letter Agreement:


/s/ Bhupendra Soni Bhupendra Soni

Date: November 21, 2006

CONFIDENTIALITY, PROPRIETARY INFORMATION AND
INVENTIONS ASSIGNMENT, AND NON-COMPETE AGREEMENT

This Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete Agreement (the “Confidentiality Agreement” or “Agreement”) is entered into between Bhupendra Soni (“I” or “me”) and Glori Oil Limited, a Delaware corporation (the “Company”), is entered into as of December 2, 2006.

In consideration of the following: (1) my employment by the Company; (2) any compensation now and/or hereafter paid to me; and (3) the Company’s initial and continued disclosure to me of certain Proprietary Information (as defined below); (4) the initial and continued provision of specialized training by the Company to me; (5) any compensation now and/or hereafter paid to me; and (6) for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby agree with the Company as follows:

I. Definitions:

1.1 The term “Cause” shall mean (i) my commission of any act of personal dishonesty, fraud or misrepresentation which was intended to or resulted in substantial gain or personal enrichment for me at the expense of the Company; (ii) my commission of, or plea of nolo contendere or guilty to a felony or any other crime which involves moral turpitude; (iii) my breach of this Agreement; or (iv) any reasonable basis for the Company to be dissatisfied with my performance of my duties.

1.2 The term “Corporate Transaction” shall mean a change in ownership or control of the Company effected through any of the following transactions:

(a) a stockholder-approved merger, consolidation or other reorganization in which securities representing more than 50% of the total combined voting power of the Company’s outstanding securities are beneficially owned, directly or indirectly, by a person or persons different from the person or persons who beneficially owned those securities immediately prior to such transaction;

(b) a stockholder-approved sale, transfer or other disposition of all or substantially all of the Company’s assets; or

(c) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities from persons other than the Corporation.

In no event shall either of the following be deemed to constitute a Corporate Transaction: (A) any public offering of the Company’s securities or (B) the sale by the Company of shares of its capital stock to investors in bona fide financing transactions.

1.3 The term “Inventions” means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; and all other works of authorship, mask works, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States or elsewhere. The term “Inventions” shall not apply to an invention that I developed entirely on my own time without using the Company’s resources or Proprietary Information or trade secret information, unless such inventions relate at the time of conception or reduction to practice of the

Confidentiality Agreement

invention to (i) the business of the Company, which shall include but not be limited to oil exploration and production, and enhanced oil recovery with or without the use of microbes (the “Company Business”) or (ii) actual or demonstrably anticipated research or development of the Company.

1.4 The term “Proprietary Information” means information owned by the Company or licensed from third parties regarding (a) research, development, products, services, marketing, selling, business plans, budgets, unpublished financial statements, licenses, prices, costs, contracts and other agreements, suppliers, customers, and customer lists; (b) the identity, skills and compensation of employees, contractors, and consultants; (c) specialized training; and (d) information related to Inventions owned by the Company or licensed from third parties. Proprietary Information shall not include material already in the public domain through no action of my own or actions of a third party not authorized to release such material into the public domain.

1.5 The term “Service” means any period during which I am employed by the Company.

1.6 The term “Third Party Information” means confidential or trade secret information that the Company may from time to time receive from third parties or information related to Inventions of third parties, which is subject to a duty on the Company’s part to maintain the confidentiality of such Third Party Information and to use it only for certain limited purposes. Third Party Information shall not include material already in the public domain through no action of my own or actions of a third party not authorized to release such material into the public domain.

2. Nondisclosure.

2.1 I acknowledge that contemporaneously with my execution of this Agreement, the Company is providing me with access to Proprietary Information and specialized training. I further acknowledge that throughout my Service the Company will continue to provide Proprietary Information and specialized training to me. In consideration of the Company’s provision of Proprietary Information and/or specialized training, I agree that during my Service and thereafter, pursuant to this agreement (the “Nondisclosure Agreement”), I will hold in strictest confidence and will not disclose, discuss, transmit, use, lecture upon, or publish any Proprietary Information, except as such disclosure, discussion, transmission, use, or publication may be required in connection with my Service, or unless the Board of Directors of the Company expressly authorizes such in writing. I also agree that in connection with this Nondisclosure Agreement, I will also be bound by the provisions of Section 7. I further acknowledge and agree that the Company’s conduct in providing me with Proprietary Information and specialized training in exchange for my Nondisclosure Agreement gives rise to the Company’s interest in restraining me from competing against the Company as set forth in Section 7 (the “Non-Compete Agreement” ), and that my agreement to the Non-Compete Agreement is designed to enforce my Nondisclosure Agreement.

2.2 At all times during my Service and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose, discuss, transmit, use, lecture upon, or publish any Third Party Information, except as such disclosure, discussion, transmission, use, or publication may be required in connection with my Service, or unless the Board of Directors of the Company expressly authorizes such in writing. Excluded from this clause are items already in the public domain through no action of my own or actions of a third party not authorized to release such material into the public domain.

3. Assignment.

3.1 The term “Ownership Rights” means all rights, title and interest (including but not limited to Intellectual Property Rights) in property, whether that property is tangible or intangible. The




Confidentiality Agreement		Page 2

term “Intellectual Property Rights” means all intellectual property and industrial property rights of any kind whatsoever throughout the world, including but not limited to patent rights, copyrights (including but not limited to mask work rights), trade secret rights, and, if recognized, Moral Rights (where “Moral Rights” means all rights related to paternity, integrity, disclosure, and withdrawal). I hereby irrevocably assign to the Company any Ownership Rights I may have or acquire in any Proprietary Information and acknowledge that all Proprietary Information shall be the sole property of the Company and that the Company shall be the sole owner of all Ownership Rights in connection therewith.

3.2 The term “Company Inventions” means all Inventions that (a) relate to the business or proposed business of the Company and that are discovered, developed, created, conceived, reduced to practice, made, learned or written by me, either alone or jointly with others, in the course of my Service; (b) utilize, incorporate or otherwise relate to Proprietary Information; (c) I discovered, developed, created, conceived, reduced to practice, made, or wrote prior to or outside the scope of my Service and that I have incorporated into any Inventions owned by or assigned to the Company and/or its assigns; or (d) are discovered, developed, created, conceived, reduced to practice, made, or written by me using Company property or equipment. I hereby irrevocably assign to the Company all my Ownership Rights in and to any and all Company Inventions. All Inventions made, during the period commencing with the date hereof and terminating one year after termination of the employment relationship shall be presumed to have been conceived during my employment by the Company unless I can prove conclusively that it was conceived after the termination of my employment with the Company.

3.3 I acknowledge and agree that any work of authorship comprising Company Inventions shall be deemed to be a “work made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, I hereby irrevocably assign all my Ownership Rights in and to such work to the Company. If any such work of authorship cannot be assigned, I hereby grant to the Company an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple tiers), royalty-free, unlimited license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside the scope of my Service, I agree not to (a) modify, adapt, alter, translate, or creale derivative works from any such work of authorship or (b) merge any such work of authorship with other Inventions. Excluded from this definition are items already in the public domain through no action of my own or actions of a third party not authorized to release such material into the public domain. To the extent Moral Rights may not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company that would violate such Moral Rights in the absence of such consent.

3.4 I acknowledge and agree that nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, (a) a license from the Company to me to make, use, license, or transfer in any way a Company Invention or (b) a license from the Company to me regarding any of the Company’s existing or future Ownership Rights.

3.5 For clarity, the assignments in this section shall not apply to any material that the employee developed entirely on his or her own time without using the company’s resources or Proprietary Information or trade secret information, unless such materials relate at the time of conception or reduction to practice of the materials to (i) the business of the company, which shall include but not be limited to Microbial enhanced Oil Recovery and other microbial-based products/services for the oil & gas business (the “Company Business”) or (ii) actual or demonstrably anticipated research or development of the Company.



Confidentiality Agreement		Page 3

4. Enforcement of Rights.

4.1 I will assist the Company in every proper way to obtain and from time to time enforce Ownership Rights relating to Company Inventions in any and all countries. To that end I will execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Ownership Rights and the assignment thereof. In addition, I will execute, verify, and deliver assignments of such Ownership Rights to the Company. My obligation to assist the Company with respect to Ownership Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my Service, but the Company shall compensate me at a mutually agreeable reasonable rate plus expenses after such termination for the time actually spent by me at the Company’s request on such assistance.

4.2 In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its assigns duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, that I now or may hereafter have for infringement of any Ownership Rights assigned hereunder to the Company.

5. Obligation to Keep Company Informed.

During my Service, I will promptly disclose to the Company fully and in writing and will hold in trust for the sole right and benefit of the Company any and all Company Inventions (but to the extent a Company Invention is based only upon ideas or know-how, then the Company Invention must be commercially material before it must be disclosed in writing to the Company). In addition, during the first year after termination of my Service, I will provide the Company with a complete copy of each patent application and copyright registration application (including but not limited to any mask work registration application) that is either filed by me or that names me as an inventor, co-inventor, author, co-author, creator, co-creator, developer, or co-developer. I will not be obligated to provide such copy until such application becomes public record.

6. Non-Solicitation and Non-Competition.

6.1 During my Service, I will not, directly or indirectly, participate in the ownership, management, operation, financing or control of, or be employed by or consult for or otherwise render services to, any person, corporation, firm, or other entity that competes with the Company in the state of Texas, or in any other state in the United States, in which the business of the Company is conducted or has been proposed to be conducted, nor shall I engage in any other activities that conflict with my obligations to the Company. Notwithstanding the foregoing, I am permitted to own up to 1% of any class of securities of any corporation in competition with the Company that is traded on a national securities exchange or through NASDAQ.

6.2 During my Service and for a period of two years after my Service is terminated for any reason, I will not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation or business entity of any type, solicit, assist or in any way encourage any current employee or consultant of the Company to terminate his or her employment relationship or consulting relationship with or for the Company, nor will I, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation or business entity that competes with the Company solicit the



Confidentiality Agreement		Page 4

services of any former employee of the Company whose service has been terminated for less than three (3) months, I acknowledge that these restrictions are fair, reasonable, ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company, including, but not limited to, the protection of the goodwill of the Company, the Proprietary Information of the Company (as provided to me), the Intellectual Property Rights of the Company, the Inventions of the Company, as well as the business of the Company.

6.3 For a period of twelve months after my Service is terminated by Company for any reason, I will not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation or business entity of any type, solicit to the detriment of the Company and/or for the benefit of myself or any competitor of the Company, take away or attempt to take away, in whole or in part, any Customer of the Company or otherwise interfere with the Company’s relationship with any Customer, including (i) inducing or attempting to induce any customer, supplier, vendor or any other person to cease doing business with the Company for any reason, or (ii) doing business with any Customer that could otherwise be done by the Company. For purposes of this Section 6.3, “Customer” shall mean prospective, present and former (within the last twelve months) customers of the Company. I acknowledge that these restrictions are fair, reasonable, ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company including, but not limited to, the protection of the goodwill of the Company, Proprietary Information of the Company (as provided to me), Intellectual Property Rights of the Company, Inventions of the Company, as well as the business interests of the Company.

7. Post-Employment Non-Compete and Notice Agreement.

7.1 I agree that for (i) a nine month period following my resignation if I resign my employment with the Company (the “Resignation Non-Compete Period”); or (ii) a nine month period following the termination of employment by the Company for Cause (the “Cause Non-Compete Period”); or (iii) a six month period following the Company’s terminating my employment for any reason other than for Cause (the “Termination Non-Compete Period”) except under the circumstances as described in this Section 7, I will not accept employment with a competing business of the Company, whether such competing business competes with the Company directly or indirectly, in the state of Texas, or in any other State of the United States or any other country in the world where the Company engages or has plans to engage in business. I also agree that for the same period I will not participate in the ownership, management, operation, financing or control of, or consult for or otherwise render services to a competing business. Notwithstanding the foregoing, I am permitted to own up to 1% of any class of securities of any corporation in competition with the Company that is traded on a national securities exchange or through NASDAQ. I acknowledge that these restrictions are fair, reasonable, ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company, including, but not limited to, the protection of the goodwill of the Company, Proprietary Information of the Company (as provided to me), Intellectual Property Rights of the Company, Inventions of the Company, as well as the business interests of the Company.

7.2 During my employment and during either the (i) Resignation Non-Compete Period; the (ii) Cause Non-Compete Period or the (ii) Termination Non-Compete Period, as applicable, I agree to provide written notice to either the Company’s Chairman, CEO or President (currently Jack Babcock) notifying the Company of any employment which I intend to accept or self-employment in which I intend to engage (the “New Employment Notice”). The New Employment Notice shall provide the name of the potential employer and a statement of the general nature of the potential employment or in the case of self-employment, the business which I intend to engage. I agree to provide the New Employment Notice at least 14 days prior to the anticipated scheduled commencement of such employment.



Confidentiality Agreement		Page 5

7.3 The Company agrees that within seven days of receiving such New Employment Notice, the Company shall provide written notice (the “Non-Compete Election Notice”) to me as to whether or not the potential employment noted in the New Employment Notice would constitute a competing business and whether or not the Company elects to enforce the non-competition covenant of Section 7(a) herein (the “Non-Compete Covenant”). I understand that in determining whether or not it will elect to enforce the Non-Compete Covenant, the Company shall determine, in good faith, whether or not such enforcement is necessary in order to protect its business interests, goodwill, Proprietary Information, Intellectual Property Rights and Inventions. If the Company elects to enforce such Non-Compete Covenant, I agree that I will decline the employment. If the Company elects to enforce such Non-Compete Covenant and I do not comply with my obligations and decline the employment, I understand that I will be in breach of this Agreement and will be liable to the Company for any and all damages to which it may be entitled, including injunctive relief enjoining me from working for such potential employer. I further understand that if I do not receive a Non-Compete Election Notice within the required seven days, the Company is not electing to enforce the Non-Compete Covenant. If the Company does not elect to enforce the Non-Competition Covenant within the required seven days, it waives its right to do so and it cannot later attempt to enforce such Non-Competition Covenant.

8. No Improper Use of Materials. I represent and warrant that during my Service I shall not use or incorporate into any Company Invention any confidential information or trade secrets of any former employer, any person or entity for whom I provided services, or any other person or entity, unless I have obtained all consents, licenses, or other rights necessary to allow me to provide the Company with the assignments and licenses set forth herein. I represent and warrant that during my Service I shall not improperly use or disclose any confidential or trade secret information, if any, of any former employer or any other person or entity to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person or entity to whom I have an obligation of confidentiality unless expressly consented to in writing by that former employer, person, or entity. Excluded from this clause are items already in the public domain through no action of my own or actions of a third party not authorized to release such material into the public domain.

9. No Conflicting Obligation. I represent that my performance of all the terms of this Confidentiality Agreement and my Service does not and will not breach any agreement between me and any other employer, customer, person or entity. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

10. Return of Company Property. When my Service is completed, I will immediately deliver to the Company all drawings, notes, memoranda, specifications, devices, formulas, and documents (whether written, printed, or otherwise reproduced or recorded), together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information. I will also immediately deliver all Company property; including but not limited to laptops, pagers, cell phones, corporate credit cards, keys and/or access cards. I further agree that all property situated on the Company’s premises and owned, leased, or licensed by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by personnel of the Company at any time with or without notice.

11. Legal and Equitable Remedies. Because my services are personal and unique and because I will have access to and become acquainted with Proprietary Information, the Company shall have the right to enforce this Confidentiality Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Confidentiality Agreement.



Confidentiality Agreement		Page 6

12. Authorization to Notify New Employer. I hereby authorize the Company to provide a written copy of this agreement or to notify in writing any new employer or entity for whom I provide services about my rights and obligations under this Confidentiality Agreement for two years following the termination of my Service.

13. Non-disparagement. I agree that I will not make any negative or disparaging statements or comments, either as fact or as opinion, about the Company, including but not limited to its employees, officers, directors, shareholders, vendors, products or services, business, technologies, market position, performance and other similar information concerning the Company. The Company agrees that its Chief Executive Officers as well as the members of its Board of Directors will not make any negative or disparaging statements or comments, either as fact or as opinion, about me. Nothing contained in this paragraph is intended to prevent anyone from testifying truthfully in any legal proceeding.

14. Confidentiality. I acknowledge and agree that the terms and existence of this Agreement are strictly confidential and may not be disclosed to anyone except my lawyer, spouse, financial consultant or as necessary to perform my notification or disclosure obligations hereunder. Without in any way limiting your agreement that this Agreement is confidential, I expressly understand that I shall not disclose the existence or content of this Agreement to any third party, potential employees, employees and former employees of the Company.

15. Notices. Any notices required or permitted hereunder shall be given to the appropriate party at the party’s last known address. Such notice shall be deemed given upon personal delivery to the last known address or if sent by certified or registered mail, three days after the date of mailing.

16. General Provisions.

16.1 Governing Law. This Confidentiality Agreement will be governed by and construed according to the laws of the State of Texas without regard to conflicts of law principles.

16.2 Exclusive Forum. I hereby irrevocably agree that the exclusive forum for any suit, action, or other proceeding arising out of or in any way related to this Agreement shall be in the state or federal courts in Texas, and I agree to the exclusive personal jurisdiction and venue of any court in Houston, Texas and waive any defense thereto.

16.3 Entire Agreement. This Confidentiality Agreement along with the Offer Letter (collectively, the “Employment Agreements”) supersede all agreements, whether oral or written, representations or discussions relating to the subject matter hereof and the Employment Agreements set forth the entire agreement related to the subject matter hereof. No modification of or amendment to any of the Employment Agreements nor any waiver of any rights under any of the Employment Agreements, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of the Employment Agreements.

16.4 Severability. I acknowledge and agree that each agreement and covenant set forth herein constitutes a separate agreement independently supported by good and adequate consideration and that each such agreement shall be severable from the other provisions of this Confidentiality Agreement and shall survive this Confidentiality Agreement. I understand and agree that this Confidentiality Agreement is to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of Section 7 of this Agreement is too broad to be enforced as written, the Company and I intend that the court should reform such



Confidentiality Agreement		Page 7

provision to such narrower scope and/or operation as it determines to be enforceable, provided, however, that such reformation applies only with respect to the operation of such provision in the particular jurisdiction with respect to which such determination was made. If, however, Section 7 of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) this Confidentiality Agreement shall be construed and enforced as if such provision was never a part of this Confidentiality Agreement, and (iii) the remaining provisions of this Confidentiality Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.

16.5 Successors and Assigns. This Confidentiality Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors and assigns, except with regard to the non-compete covenants I have made in Section 7. When there is a Corporate Transaction then the following changes shall be made to Section 7: upon the closing of a Corporate Transaction, the Resignation Non-Compete Period shall change from nine months to six months and the Termination Non-Compete Period shall change from six months to three months. Notwithstanding, I expressly agree that the Company has the right to assign this Confidentiality Agreement.

16.6 Survival. The provisions of this Confidentiality Agreement shall survive the termination of my Service for any reason and the assignment of this Confidentiality Agreement by the Company to any successor in interest or other assignee.

16.7 At-Will Relationship. I agree and understand that my Service is at will, which means that either I or the Company may terminate the relationship at any time, with or without prior notice and with or without cause, I further agree and understand that nothing in this Confidentiality Agreement shall confer any right with respect to continuation of Service, nor shall it interfere in any way with my right or the Company’s right to terminate my Service at any time, with or without notice and with or without cause.

16.8 Waiver. No waiver by the Company or Employee of any breach of this Confidentiality Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company or Employee of any right under this Confidentiality Agreement shall be construed as a waiver of any other right. Neither the Company nor the Employee shall be required to give notice to enforce strict adherence to all terms of this Confidentiality Agreement.

16.9 Recovery of Attorney’s Fees. In the event of any litigation arising from or relating to this Confidentiality Agreement, the prevailing party in such litigation proceedings shall be entitled to recover, from the non-prevailing party, the prevailing party’s costs and reasonable attorney’s fees, in addition to all other legal or equitable remedies to which it may otherwise be entitled.

16.10 Headings. The headings to each section or paragraph of this Confidentiality Agreement are provided for convenience of reference only and shall have no legal effect in the interpretation of the terms hereof.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY SERVICE, RESTRICTS MY RIGHT TO DISCLOSE OR USE PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY PERIOD OF SERVICE, AND PROHIBIT ME FROM COMPETING WITH THE COMPANY UNDER CIRCUMSTANCES NOTED IN THIS AGREEMENT AND/OR FROM SOLICITING



Confidentiality Agreement		Page 8

EMPLOYEES AND CUSTOMERS OF THE COMPANY UNDER CIRCUMSTANCES NOTED IN THIS AGREEMENT AFTER MY SERVICE IS TERMINATED FOR ANY REASON.

[Signature Page Follows]



Confidentiality Agreement		Page 9

Dated 12/2/06 and effective as of such date.


		/s/ Bhupendra Soni Bhupendra Soni

		201 HEARTH PLACE Address

		WESTMONT, IL 60559 Address


ACCEPTED AND AGREED TO:

GLORI OIL LIMITED

By:		/s/ Jonathan Schulhof
Name:		Jonathan Schulhof
Title:		Chairman

Form of
Incentive Stock Option Agreement
under the Glori Oil Limited
2006 Stock Option and Grant Plan


Name of Optionee:		NAME (the “Optionee”)

No. of Underlying Shares:		XXXX Shares of Common Stock

Grant Date:		DATE (the “Grant Date”)

Expiration Date:		DATE + 10 Years (the “Expiration Date”)

Option Exercise Price/Share:		$0.xxx (the “Option Exercise Price”)

Pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”), Glori Oil Limited, a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.

Notwithstanding anything in this Incentive Stock Option Agreement (the “Agreement”) to the contrary, this Stock Option and any Option Shares shall be subject to, and governed by, all the terms and conditions of the Plan, including, without limitation, Section 9 thereof concerning certain restrictions on transfer of Option Shares and related matters. To the extent there is any inconsistency between the terms of the Plan and of this Agreement, the terms of the Plan shall control.

All capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given such terms in the Plan.

1. Vesting and Exercisability.

(a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable. Except as set forth in Section 1(b) below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Underlying Shares in accordance with the following schedule:


The date of this option grant, as first written above:		No shares

One calendar year from the Vesting Start Date (the “Anniversary Date”):		25% of the Shares

On the last day of each of the first 36 calendar months after the Anniversary Date:		An additional 1/36 of the Shares

(b) In the case of a Sale Event, this Stock Option shall be treated as provided in Section 4(a) of the Plan.

2. Exercise of Stock Option. Prior to the Expiration Date (or such earlier date provided in Section 3 below), the Optionee may exercise this Stock Option by delivering a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Underlying Shares with respect to which this Stock Option is exercisable at the time of such notice.

3. Termination of Employment. Except as the Committee may otherwise expressly provide, or as may otherwise be expressly provided in any employment agreement between the Company and the Optionee, if the Optionee’s employment with the Company or a Subsidiary terminates, the period within which the Optionee may exercise this Stock Option may be subject to earlier termination as set forth below:

(a) Termination of Employment Due to Death or Disability. If the Optionee’s employment terminates by reason of such Optionee’s death or disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee or by the Optionee’s legal representative or legatee for a period of twelve (12) months from the date of such termination or until the Expiration Date, if earlier.

(b) Termination for Cause. If the Optionee’s employment is terminated by the Company for Cause, all Options (unvested and vested) shall terminate immediately.

(c) Other Termination. If the Optionee’s employment terminates for any reason other than death or disability or Cause, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee for a period of three (3) months from the date of termination or until the Expiration Date, if earlier.

(d) Treatment of Unvested Options on Termination of Employment. Any portion of this Stock Option that is not exercisable on the date of termination of the Optionee’s employment with the Company, for any reason, shall terminate immediately and be null and void and of no further force and effect.

4. Status of Stock Option. The Optionee understands that, while this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law, the Company makes no representation or warranty that this Stock Option will, in fact, so qualify. In order to obtain the benefits of an incentive stock option under Section 422 of the Code, the Optionee understands that this Stock Option must be exercised within three (3) months after termination of employment or within twelve (12) months after termination of employment if such termination is due to death or disability; provided, that in no event may this Stock Option be exercised after the Expiration Date. The Optionee further understands that, to obtain such benefits, no sale or other disposition may be made of Option Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Option Shares to him or her, nor within the two-year period beginning on the day after the Grant Date of this Stock Option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Option Shares within either of these periods (a “disqualifying disposition”), he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Underlying Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not

qualify as incentive stock options. To the extent that any portion of the Stock Option does not qualify as an incentive stock option, whether due to a disqualifying disposition or otherwise, it shall be deemed a non-qualified stock option.

5. Miscellaneous Provisions.

(a) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to conflict of law principles.

(c) Notices. All notices, requests, consents and other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other.

(d) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

[SIGNATURE PAGE FOLLOWS]

The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned as of the date first above written.


GLORI OIL LIMITED

By:

	Name:
	Title:

Address:		4315 South Drive
		Houston, TX 77053

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that the Stock Option granted hereby is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions thereof and of the Plan hereby agreed to, by the undersigned as of the date first above written.


		OPTIONEE:

		Name:
		Address:


DESIGNATION OF BENEFICIARY:

Beneficiary’s Address:

SPOUSE’S CONSENT

The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation, Section 9 thereof, and understands that the Stock Option granted hereby is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions hereof and of the Plan are hereby agreed to, by the undersigned as of the date first above written.


		SPOUSE:

		Name:

		Address:

Appendix A

STOCK OPTION EXERCISE NOTICE


GLORI OIL LIMITED
Attention: Chief Financial Officer

Pursuant to the terms of the stock option agreement between myself and Glori Oil Limited (the “Company”) dated __________ (the “Agreement”), under the Company’s 2006 Stock Option and Grant Plan, I, [Insert Name] _____________________ , hereby [Circle One] partially/fully exercise such Stock Option by including herein payment in the amount of $ ______ representing the purchase price for [Fill in number of Underlying Shares] _______ Option Shares. I have chosen the following form(s) of payment:


[ ]	1.	Cash
[ ]	2.	Certified or bank check payable to Glori Oil Limited
[ ]	3.	Other (as described in the Plan (please describe))

In connection with my exercise of the Stock Option as set forth above, I hereby represent and warrant to the Company as follows:

(i) I am purchasing the Option Shares for my own account for investment only, and not for resale or with a view to the distribution thereof.

(ii) I have had such an opportunity as I have deemed adequate to obtain from the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company.

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Option Shares and to make an informed investment decision with respect to such purchase.

(iv) I can afford a complete loss of the value of the Option Shares and am able to bear the economic risk of holding such Option Shares for an indefinite period of time.

(v) I understand that the Option Shares may not be registered under the Securities Act of 1933 (it being understood that the Option Shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirements thereof). I further acknowledge that certificates representing Option Shares will bear restrictive legends reflecting the foregoing.

(vi) I understand and agree that the Option Shares when issued will continue to be subject to the Plan, including Section 9 thereof.


		Sincerely yours,


		Name:

		Address:

Exhibit A


Termination Date:		Deadline for return to Company:

GENERAL RELEASE OF LIABILITY

Introduction and General Information to Employee. Signing this release is one condition to receiving certain benefits offered by Glori Oil Limited (the “Company”) that are in addition to anything of value to which you already are entitled. You should thoroughly review and understand the effect of the release before signing it. To the extent you have any claims covered by this release, you will be waiving potentially valuable rights by signing. You also are advised to discuss this release with your attorney. You may take up to 21 days to consider whether or not to sign this release. However, if you wish to receive the additional benefits that have been offered to you by the Company, you must sign this release and return it to _________ within the 21-day period, which is indicated above as the “Deadline for Return to Company”.

General Release. In exchange for receiving the additional benefits identified in my Letter Agreement with the Company dated , which I executed on which additional benefits are identified in that Letter Agreement in the paragraph entitled “severance for Involuntary Termination. I completely release all claims I may have against the Company or its affiliated companies or any of their officers, directors, agents, attorneys, representatives, shareholders, or employees, from the beginning date of my employment to the date I signed this release.

Extent of Release. This release includes all claims, whether known or unknown, which I may have that relate in any way either to the time of my employment or my termination of employment, up to the date I sign this release, except the claims mentioned in paragraph 3 (Exceptions to Release). Some of the types of claims, which I am releasing, although there also may be others not specifically listed here, are all claims under local, state or federal law that relate to:

	(a)		Discrimination on the basis of sex, race, color, national origin, religion, disability, sexual orientation or veteran status;

	(b)		Wrongful Discharge (including retaliatory discharge) or any other possible restrictions on the Company’s ability to terminate its employees at will, including, but not limited to, (i) violation of public policy, (ii) breach of any express or implied covenant of the employment contract, and (iii) breach of any covenant of good faith and fair dealing;

	(c)		Discrimination on the basis of age, including claims under the Age Discrimination in Employment Act (the “ADEA”), which is located at 29 United States Code, Sections 621 through 634 and any applicable state or local law prohibiting age discrimination; and

	(d)		Civil actions relating to negligence, compensation, defamation, invasion of privacy, fraud, misrepresentation, breach of contract, denial of leave or other terms and conditions of employment, or infliction of emotional or mental distress.


General Release of Liability		Page 1

Exhibit A

Exceptions to Release. The only claims that this release does not include, are claims related to:

	(a)		The consideration offered for this release;

	(b)		Any claims that controlling law clearly states may not be released by settlement; and

	(c)		Any claims that may arise after the date this release is signed.

21-Day Consideration Period . I understand that I have twenty-one (21) days to consider this release. However, I knowingly and voluntarily waive the remainder of the 21-day consideration period, if any, following the date I signed this release below. I have not been asked by the Company to shorten my time-period for consideration of whether to sign this release. The Company has not threatened to withdraw or alter the benefits due me prior to the expiration of the 21-day period nor has the Company provided different terms to me because I have decided to sign the release prior to the expiration of the 21-day consideration period.

Revocation Period. I understand that I have a seven-day period after signing this release in which to revoke or rescind my release, by informing [the Chairman of the Board of Directors] in writing of my decision to revoke or rescind, and that this release will not be enforceable until the end of the seven-day period. No benefits will be paid or available under this release until the eighth day after I sign this release.

Return of Property. I understand and agree to return all confidential information, computer hardware or software, files, papers, memoranda, correspondence, customer lists, financial data, credit cards, keys, tape recordings, pictures, and security access cards, and any other items of any nature which were or are the property of the Company. I further agree not to retain any copies of any such property in my possession or under my control.

Non-disparagement. I agree not to disparage or in any way criticize the Company and/or its officers, managers, supervisors, employees, investors, agents, advisors, products, services or technology. However, I understand that nothing contained in this Paragraph is intended to prevent me from testifying truthfully in any legal proceeding.

Confidentiality. I agree to maintain the confidentiality of this release and will not disclose in any fashion this release, the reasons for my departure from the Company, events that occurred during my employment, the amount of the benefits I receive, and/or the substance or content of discussions involved in this release to any person other than my attorneys, accountants, and tax advisors as required by appropriate taxing authorities, or otherwise as required by law.

Binding Agreement. I understand that following the seven-day revocation period, this release will be final and binding. I promise that I will not pursue any claim that I have settled by this release. If I break this promise, I agree to pay all of the Company’s costs and expenses (including reasonable attorneys’ fees) related to the defense of any claims


General Release of Liability		Page 2

Exhibit A

other than claims under the Older Workers Benefit Protection Act (OWBPA) and the ADEA. Without regard to the foregoing, I understand that I may challenge the knowing and voluntary nature of this release under the OWBPA and the ADEA before a court, the Equal Employment Opportunity Commission (EEOC), or any other federal, state or local agency charged with the enforcement of any employment laws. I also understand that nothing in this release prevents me from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC or any other federal, state or local agency charged with the enforcement of any employment laws. However, to the extent I am still entitled to file an administrative charge with any governmental agency, I release any personal entitlement to reinstatement, back pay, or any other types of damages or injunctive relief in connection with any civil action brought on my behalf after my filing of any administrative charge. I understand, also, that if I pursue a claim against the Company under the OWBPA and/or the ADEA, a court has the discretion to determine whether the Company is entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award obtained by me in the court proceeding. A reduction never can exceed the amount I recover, or the consideration I received for signing this release, whichever is less. I also recognize that the Company may be entitled to recover costs and attorneys fees incurred by the Company as specifically authorized under applicable law.

10.

General Provisions. The validity of this release shall be construed under Texas law. WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM (OR RELATING TO) THIS RELEASE OR MY EMPLOYMENT WITH THE COMPANY, I IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT WITHIN TRAVIS COUNTY, TEXAS. This release constitutes the complete and total agreement between the Company and me. I represent that I am not relying on any other agreements or oral representations not fully expressed in this agreement. I agree that this release shall not be modified, altered, or discharged except by written instrument signed by an authorized Company representative and me. The headings in this release are for reference only, and shall not in any way affect the meaning or interpretation of this release, I further agree that this release may be used as evidence in a subsequent proceeding in which the Company or I allege a breach of this release or as a complete defense to any lawsuit. Other than this exception, I agree that this release will not be introduced as evidence in any legal or administrative proceeding or in any lawsuit. I agree that should any part of this release be found to be void or unenforceable by a court of competent jurisdiction, that determination will not affect the remainder of this release.

I sign this release voluntarily and am not relying on any statement or promise other than as contained in this release. I agree that I have been and am advised in writing to consult with an attorney prior to signing this release.

Date:


General Release of Liability		Page 3