EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on November 1, 2010 (the “Effective Date”) by and between Sustainable Environmental Technologies Corporation (the “Company”) and Robert Glaser (“Executive”).

 

WHEREAS, Executive currently is employed by the Company; and

 

WHEREAS, the parties desire to terminate all prior agreements and understandings regarding Executive’s employment with the Company in favor of this Agreement.

 

THERFORE, in consideration of the mutual covenants, promises, undertakings, agreements, representations and warranties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby covenant, promise, agree, represent and warrant as follows:

  

Section 1.1   Employment.  The Company hereby employs Executive as Company’s CEO and President, and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.

  

1.1.1   Termination of Prior Employment Agreements.  The Company and Executive hereby acknowledge and agree that all prior agreements and understandings between the Executive and the Company are hereby terminated as of the Effective Date without liability to the other in favor of this Agreement.

 

Section 1.2   Term.  Executive’s employment under this Agreement (“Term”) shall begin on the Effective Date and continue until terminated by Company or Executive as provided for herein.

  

Section 1.3   Position and Duties.  Executive shall report to the Company’s Board of Directors (“Board”). During the Term, Executive shall execute all facets of the Board’s direction for the Company. During the Term, Executive shall (i) perform his duties to the best of his ability and in good faith, (ii) use his best efforts to promote the interests and success of the Company, (iii) comply fully with the Company’s policies in effect from time to time, (iv) devote the necessary time, attention, skill and energy to the business of the Company; provided, however, that Executive may be active in civic and charitable activities and may manage his personal investments so long as such activities do not materially impair with his duties to the Company.

Section 2.1    Base Salary.  Executive’s base salary hereunder shall initially be One Hundred Twenty Thousand Dollars ($120,000) per year (“Base Salary”), as adjusted annually pursuant to Section 2.2. The Base Salary shall be paid, less applicable deductions and required withholdings, in accordance with the Company’s general payroll policies, but in no event less frequently than in equal biweekly installments.

  

Section 2.2    Performance Based Annual Bonus and Base Salary Increase.  For every year during the Term Executive shall also be entitled to receive an annual bonus and Base Salary increase based on Company annual gross revenue as stated on Schedule 1.

  

Section 2.3    Benefits.  During the Term, Executive shall receive the employee benefits listed on Schedule 3 attached hereto.

  

Section 2.4    Reimbursement of Business Expenses, Provision of Business Facilities. During the Term, subject to compliance with the Company’s policies as in effect from time to time, Executive is authorized to incur necessary and reasonable business travel expenses and other business expenses in connection with Executive’s duties, including, but not limited to, cellular telephone, home office equipment and supplies, travel and entertainment. The Company will pay on behalf of Executive (or reimburse the Executive for) all legitimate documented business expenses in accordance with the Company’s policies as in effect from time to time. During the Term, the Company will fu rnish Executive with office facilities and support, equipment, supplies, and such other facilities and personnel, as the Company deems necessary or appropriate for the performance of Executive’s duties pursuant to this Agreement.

  

Section 2.5    Indemnification, Insurance and Limitation on Liability.  To be covered under separate agreement.

  

Section 2.6    Vacation, Paid Holidays, Sick Pay and Paid Time Off.  Executive shall be entitled to; (i)  Three (3) weeks of paid vacation and one (1) week of paid sick leave per year during the Term, subject to such vacation carry-over and payout policies as may be in effect from time to time, (ii) all paid holidays in accordance with Company policies and practices in effect from time to time, including, without limitation, New Year’s Eve, New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve and Christmas Day, and (iii) sick pay and other paid time off in accordan ce with the Company’s policies for senior executive officers in effect from time to time.

  

Section 2.7    Annual Bonus Stock Options.   For every year during the Term, Annual bonus stock options (“Bonus Stock Options”) will be granted to Executive pursuant to the terms of the Company’s 2010 Incentive and Non-statutory Stock Option Plan (or similar plan then in effect) in amounts based on Company annual gross revenue according to Schedule 2. For the Bonus Stock Options, the exercise price will be equal to the closing price of the Company common stock on the date of issuance, the vesting schedule will be monthly, and they will expire in ten years from the date of grant.

Section 3.1   Termination Upon Death. This Agreement shall terminate upon Executive’s death. In the event of Executive’s death, the Company shall pay to his estate any amounts due hereunder as of the date of his death and shall have no further obligations under this Agreement.

  

Section 3.2    Termination for Disability.

(a)    The Company may terminate Executive’s employment under this Agreement for Cause (as detailed below) as provided in this Section 3.3. No termination of Executive for Cause shall be effective unless and until at least a majority of the Company’s Board determines at a meeting duly called and held upon at least thirty (30) business days written notice to Executive, which notice shall set forth the particulars of the act or omission alleged to constitute Cause, that Executive has engaged in an act or omission which constitutes Cause. Executive shall be permitted to be present at such meeting of the Company’s Board with counsel. For purposes of this Agreement, the term “Cause” shall mean that Executive has (i) engaged in willful gross misconduct related to his duties hereunder, (ii) repeatedly failed to perform duties pursuant to this Agreement, (iii) materially breached this Agreement, or (iv) been convicted of a felony involving moral turpitude.

 

 

     

(b)    Upon the termination of Executive’s employment under this Agreement for Cause, the Company shall pay Executive any amounts due hereunder through the effective date of such termination and shall have no further obligations under this Agreement.

(a)    Executive acknowledges that during the Term and as a part of his employment, and subject to the terms of the Company’s PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT, Executive will have access to Confidential Information (as defined below) and that public disclosure of such Confidential Information could have an adverse effect on the Company and its business. As used herein, “Confidential Information” shall mean any material information held as confidential by the Company, regardless of manner of documentation, that is used in the Company’s and the Company’s affiliates’ business, including, without limitations any and all trade secrets concerning the business and affairs of the Company, product s pecifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs, including object code and source code, computer software and database technologies, systems, structures and architectures, and related processes, formulae, compositions, improvements, devices, inventions, discoveries, concepts, ideas, designs, historical financial information, financial projections and budgets, the names and backgrounds of key personnel, personnel training and techniques and materials. The foregoing notwithstanding, Confidential Information shall not include: (i) information already in Executive’s possession prior to the date of this Agreement unless acquired or obtained from the Company or its affiliates or pursuant to a confidentiality agreement, (ii) information obtained or that was previously obtained by the Executive from a third person who, insofar as is known to the Executive after reasonable inquiry, is permitted to transmit the information to Executive by contractual, legal or fiduciary obligation to the Company or its affiliates; or (iii) information that is, or becomes, generally available to the public other than as a result of a direct or indirect disclosure by the Executive.

 

 

  

(b)    During the Term and subsequent to the termination of this Agreement for any reason, Executive will hold in confidence the Confidential Information and will not disclose the Confidential information, or any portion thereof, to any person, except with the specific prior written consent of the Company or except as otherwise expressly permitted by the terms of this Agreement.

  

or at such other address as the party affected may designate in a written notice to such other party in compliance with this Section 5.4.

  

Section 5.5   Agreement; Amendments.  This Agreement and the agreements relating to the Options referred to herein constitute the entire agreement among the parties with respect to (i) the employment relationship by and among the Company and Executive, and (ii) the terms and conditions of all other relationships by and among the Company, in any capacity, and Executive, in any capacity and supersede all prior agreements and understandings, oral or written, among the parties hereto with respect thereto. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto.

  

Section 5.6   Governing Law.  This Agreement will be governed by the laws of the State of California, without regard to conflicts of laws principles.

  

Section 5.7   Jurisdiction.  Any action or proceeding seeking to enforce any provision of; or based on any right arising out of, this Agreement shall be brought against either of the parties in the courts of the State of California, County of San Bernardino, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world.

Section 5.8   Section and Article Headings; Construction. The headings of sections and articles in this Agreement are provided for convenience only and will not affect their construction or interpretation. All references to “section” or “sections” and “article” or “articles” refer to the corresponding section Or sections and article or articles of this Agreement unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances require, unless otherwise expressly provided, the word ‘including” does not limit the pre ceding words or terms. As used in this Agreement, the term “person” shall include any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, or governmental body.

Section 5.9   Severability.  If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect My provision of this Agreement determined to be invalid or unenforceable only in part will remain in full force and effect to the extent not determined to be invalid or unenforceable.

A monthly telecommunication allowance; which shall cover cell phones, wireless cards, Internet, etc.

 

Health insurance for Executive and his family and dependents, including hospital, surgical, medical, vision and dental (including orthodontics), with competitive reimbursement provisions and deductibles for a senior executive level plan.

 

Company shall provide Executive with a monthly gas allowance and upon the Effective Date authorizes the lease of a company car or car allowance of six hundred dollars ($600) per month.

 

Disability insurance providing for salary continuation at a rate at least equal to 80% of the then effective Base Salary (will be provided effective as of the first anniversary of the Effective Date).

 

Such other benefits as may be made available from time to time by the Company to other senior executives or to other employees of the Company generally, including, without limitation, participation in a 401(k) plan, employee stock purchase plan or other profit sharing plan as and when any such plan is adopted by the Company.

IN WITNESS WHEREOF the parties have executed this Employment Agreement effective as of the date specified in the preamble of this Agreement.