This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 12, 2007, by and between SulphCo, Inc., a Nevada corporation (along with its successors and assigns, the “Company”), and Larry Ryan (“Executive”).
WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Company and Executive agree as follows:
(a) Term. Subject to the terms hereof, Executive’s employment hereunder shall commence as of January 12, 2007 (the “Effective Date”) and continue until the first anniversary of the Effective Date, with automatic one (1) year extensions thereafter, unless otherwise terminated by Executive or by the Company pursuant to Section 3 of the Agreement (such period, the “Employment Period”).
(b) Position, Place of Performance and Duties. Executive will serve as the Company’s Chief Executive Officer (“CEO”), and Executive shall report directly to the Company’s Board of Directors (the “Board”) and any committees thereof. Executive will have the responsibilities, duties and authority commensurate with the position of CEO, and Executive will perform such other services of an executive nature as may be prescribed from time to time by the Board. Executive will generally perform his services hereunder at the Company’s principal offices in Sparks, NV, or such other place as may be agreed to by Executive and the Board. Notwithstanding the foregoing, Executive may, for a period of up to 12 months following the Effective Date (the “Initial Period”), maintain his current family residence in Clifton Park, NY, and travel on at least a weekly basis between his Clifton Park, NY residence and the Company’s offices in Sparks, NV. During the Initial Period, the Company shall pay for all reasonable travel expenses associated with Executive’s commute between Clifton Park, NY and Sparks, NV. On or before the end of the Initial Period, Executive agrees to relocate his residence to the Sparks, NV area. During the Employment Period, Executive will be available to travel for business at such times and to such places as may be reasonably necessary in connection with the performance of his duties hereunder, including, but not limited to, anywhere in the United States, the Middle East and Europe. Executive shall devote his full business time and efforts to the performance of his duties hereunder. For the duration of the Employment Period, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior written approval of the Board, which approval will not be unreasonably withheld; provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational or charitable organization, subject to Executive’s obligations under this Agreement and any agreement contemplated under Section 5 of this Agreement.
(a) Base Salary. During the Employment Period, the Company will pay Executive a base salary at the annual rate of $300,000, which amount will be reviewed annually and subject to adjustment at the good faith discretion of the Board (or the Compensation Committee of the Board (the “Compensation Committee”)), including without limitation, discretionary cost of living adjustments (as adjusted from time to time, the “Base Salary”). The Base Salary will be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time.