Employment Agreement between SulphCo, Inc. and Michael Applegate


    Exhibit
      10.1

    
 

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT dated the 1st day of January 2006, by and between SulphCo.,
      Inc., a Nevada corporation (the "Employer”), and Michael Applegate (the
      "Executive").

    


    In
      consideration of the mutual covenants and agreements of the parties set forth
      in
      this Agreement, and other good and valuable consideration, the receipt and
      sufficiency of which are acknowledged, the parties agree as
      follows:

     

    
      1.     AT-WILL
        EMPLOYMENT.
        Employer
        and Executive hereby agree that the Executive is employed at-will and,
        consequently, Executive or Employer can terminate this Agreement and Executive’s
        employment with or without cause, upon thirty (30) days’ written notice to the
        other party. Executive understands and agrees that there are no other express
        or
        implied agreements contrary to the foregoing and that this termination provision
        cannot be amended or altered by any practice or oral statements made to the
        Executive. The only way in which this termination provision may be altered
        or
        amended is by a written instrument signed by the Chairman and the President
        specifically referring to this section of the Agreement.

       

      2.     POSITION
        AND RESPONSIBILITIES OF THE CHIEF OPERATING OFFICER.
        The
        Executive shall serve as the Executive Vice President of the Employer to
        perform
        the duties identified in Exhibit A to this Agreement.
        

      


      3.      COMPENSATION.
        For all
        services to be rendered by the Executive, the Employer shall pay and provide
        to
        the Executive:

      


      3.1
        BASE
        SALARY. The Employer shall pay the Executive a Base Salary in the fixed amount
        of Two Hundred and Forty Thousand Dollars ($240,000.00) per year. This Base
        Salary shall be paid in installments consistent with the normal payroll
        practices of the Employer.

      


      3.2
        GRANT
        OF STOCK. Subject
        to the terms and conditions of this Agreement, the Employer hereby grants
        to the
        Executive 50,000 shares of Stock. The Stock or rights granted hereunder may
        not
        be sold, pledged or otherwise transferred until the Stock becomes vested.
        If the
        Executive’s employment with the Employer is terminated for any reason which does
        not give rise to 100% vesting of the Stock, the balance of the Stock subject
        to
        the provisions of this Agreement which has not vested at the time of the
        Executive’s termination of employment shall be forfeited by the Executive, and
        ownership transferred back to the Employer. The stock shall vest 90 days
        from
        the date of this Agreement.

      


      The
        Executive shall be liable for any and all taxes, including withholding taxes,
        arising out of this grant or the vesting of Stock hereunder. 

       

      3.3
        LIVING EXPENSES ALLOWANCE. The Employer will pay Executive a living expenses
        allowance of $2,000.00 per month for up to 6 months, which is intended to
        allow
        Executive reasonable
        accommodations in the Reno area. 

      


      3.4
        INCENTIVE PLANS. The Executive shall participate in any annual incentive
        award
        programs available to executive officers of the Employer. This participation
        is
        on a basis which is commensurate with the Executive's position with the
        Employer.


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      3.5
        OTHER
        BENEFITS. The Executive is entitled to receive other benefits, such as
        disability, short & long-term, paid time off, including vacation and sick
        time, and health insurance programs. This participation is on a basis which
        is
        commensurate with those benefits provided to other executives with the Employer.
        

      


      4.     BUSINESS
        EXPENSES.
        During
        the period of his employment, Executive shall be reimbursed for all actual
        and
        reasonable business expenses incurred by Executive in accordance with the
        general policy of Employer as adopted by the Employer from time to time;
        provided, however, that no expense shall be subject to reimbursement unless
        application therefore is made to Employer’s accounting department on the
        prescribed form on the first day of each month, but no later than thirty
        (30)
        days after the obligation therefore is incurred. Employer shall regularly
        review
        said expenses to determine in its sole discretion, their
        reasonability.

       

      5.     COMPENSATION
        UPON TERMINATION.
        In the
        event that this Agreement and Executive’s employment are terminated, Employer
        shall pay only the following amounts to Executive: (i) his unpaid Annual
        Salary
        to date of termination; (ii) any amounts earned, accrued or owing, but not
        yet
        paid under this Agreement, including accrued and unused PTO to date of
        termination and reimbursement of business expenses; and (iii) other benefits
        in
        accordance with applicable plans.

       

      6.     DISCLOSURE
        OF INFORMATION.
        The
        Executive recognizes that he has access to and knowledge of certain confidential
        and proprietary information of the Employer which is essential to the
        performance of his duties under this Agreement. The Executive shall not,
        during
        or after the term of his employment by the Employer, in whole or in part,
        disclose such information to any person, firm, corporation, association or
        other
        entity for any reason or purpose whatsoever, nor shall he make use of any
        such
        information for his own purposes.

      


      7.     INDEMNIFICATION.
        The
        Employer covenants and agrees to indemnify and hold harmless the Executive
        fully, completely and absolutely against any and all actions, suits,
        proceedings, claims, demands, judgments, costs, expenses (including reasonable
        attorney's fees), losses and damages resulting from the Executive's good
        faith
        performance of his duties under this Agreement subject to the requirements
        and
        limitations imposed by the Employer's Articles of Incorporation and By-Laws
        and
        applicable law and insurance coverages.

      


      8.     ARBITRATION.

       

      READ
        THIS ARBITRATION AGREEMENT CAREFULLY BEFORE YOU SIGN THE DUPLICATE
        COPY.

      


      To
        resolve employment disputes in an efficient and cost-effective manner, Employer
        and Executive agree that any and all claims arising out of or related to
        Executive’s recruitment to or employment that could be filed in a court of law,
        whether the disputes or claims arise in tort, contract, or pursuant to a
        statute, regulation or ordinance, including but not limited to, claims of
        unlawful harassment, discrimination or retaliation, wrongful demotion or
        discharge, fraud, defamation, breach of contract or implied contract, or
        invasion of privacy, shall be submitted to final and binding arbitration,
        and
        not to any other forum.


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      The
        arbitration process shall be initiated by delivering a written request for
        arbitration to the other party within the time limits that would apply to
        the
        filing of a civil complaint in a court of law. If a party does not deliver
        a
        timely written request for arbitration within such period, that party waives
        any
        right to raise any claim, in any forum, involving a dispute subject to this
        Agreement. No claim should be submitted to arbitration without first attempting
        to resolve the matter informally and exhausting Employer’s internal dispute
        resolution procedures.

      


      If
        Employer and Executive are unable to agree upon a neutral arbitrator, they
        will
        obtain a list of arbitrators from a neutral dispute resolution service, and
        strike names alternatively until one arbitrator remains. The remaining
        arbitrator shall conduct the arbitration in accordance with the procedures
        set
        forth in the American Arbitration Association’s National Rules for the
        Resolution of Employment Disputes, except to the extent that such rules require
        the arbitration to be administered by the American Arbitration Association.
        Employer shall pay the arbitrator’s fees and expenses. The arbitration
        proceedings shall be held in the State of Nevada at a mutually convenient
        location and the substantive law of the State of Nevada shall apply.


      


      The
        arbitrator shall determine the prevailing party in the arbitration. Costs
        and
        attorneys’ fees shall be awarded to the prevailing party in accordance with the
        same legal standards that would apply had the action been filed in court.
        The
        arbitrator shall have the authority to order any legal and equitable remedy
        that
        would be available in a civil or administrative action on the claim. The
        arbitrator shall prepare a written decision that includes the
        essential findings and conclusions upon which the award is based.

      


      Arbitration
        shall be the exclusive means of resolving any claim arising out of the
        employment relationship between Employer and Executive except to the extent
        permitted by this Agreement or required by applicable law. This Agreement
        to
        arbitrate does not prevent Executive or Employer from applying for provisional
        remedies, such as temporary restraining orders, preliminary injunctions,
        writs
        of attachment, or receivers, to the extent permitted by law or to prevent
        an
        arbitration award from being rendered ineffectual. The application for
        provisional relief shall not be a waiver of arbitration. 

      


      The
        parties understand and agree that this arbitration provision shall be governed
        by and interpreted under the Federal Arbitration Act.

      


      NOTICE:
        THIS PARAGRAPH 8 CONTAINS A WAIVER OF THE RIGHT TO A TRIAL BY COURT OR JURY
        FOR
        ALL DISPUTES BETWEEN EXECUTIVE AND EMPLOYER, INCLUDING CLAIMS ARISING OUT
        OF A
        DISPUTED TERMINATION AND/OR FOR CLAIMS OF UNLAWFUL HARASSMENT OR DISCRIMINATION
        ALLEGEDLY OCCURRING DURING THE COURSE OF EMPLOYMENT, AS WELL AS FOR CLAIMS
        OF
        BREACH OF THIS AGREEMENT.

       

       

      

        
          	
                  /s/
                    Michael Applegate        

                	
                   1/9/2006

                
	
                  Executive
                    Signature 

                	
                  Date

                


        




      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      9.     ENTIRE
        AGREEMENT.
        This
        Agreement supersedes any and all other agreements, either oral or in writing,
        between the parties hereto with respect to the employment of Executive by
        Employer, and contains all of the covenants and agreements between the parties
        with respect to that employment. Each party to this Agreement acknowledges
        that
        no representations, inducement, promises, or agreements, orally or otherwise,
        have been made by any party, or anyone acting on behalf of any party, which
        are
        not embodied herein. No statements or promises other than those contained
        in
        this written Agreement shall be valid or binding. Any modification of this
        Agreement will be effective only if it is in writing, signed by Executive
        and
        the Chairman and the President.

       

      10.     EFFECT
        OF WAIVER.
        The
        failure of either party to insist on strict compliance with any of the terms,
        covenants, or conditions of this Agreement by the other party shall not be
        deemed a waiver of that term, covenant, or condition, nor shall any waiver
        or
        relinquishment of any right or power at any one time or times be deemed a
        waiver
        or relinquishment of that right or power for all or any other
        times.

       

      11.     PARTIAL
        INVALIDITY.
        If any
        provision, part of a provision, or term in this Agreement is held by a court
        of
        competent jurisdiction to be illegal, invalid, void or unenforceable, then
        the
        remaining parts, terms and provisions shall nevertheless continue in full
        force
        without being impaired or invalidated in any way.

       

      12.     LAW
        GOVERNING AGREEMENT.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Nevada.

       

      13.     NOTICES.
        All
        notices required or permitted to be given under this Agreement shall be in
        writing and personally delivered, or sent by registered or certified United
        States mail, return receipt requested, addressed to the parties at the addresses
        appearing below. Notices shall be sent:

       

      
        
          	 	
                  If
                    to Employer:

                	
                  Rudolf
                    W. Gunnerman

                
	 	 	
                  SulphCo.,
                    Inc.

                
	 	 	
                  850
                    Spice Islands Drive

                
	 	 	
                  Sparks,
                    Nevada 89431

                
	 	 	 
	 	
                  If
                    to Executive:

                	
                  Michael
                    Applegate

                
	 	 	
                  P.O.
                    Box 981300

                
	 	 	
                  W.
                    Sacramento, California 95798

                


        

        
14.     ASSIGNMENT;
          NO THIRD PARTY BENEFICIARY; SURVIVORSHIP.
          This
          Agreement shall be binding upon and inure to the benefit of the parties
          and
          their respective successors, legal and personal representatives, executors,
          administrators, devisees, legatees, heirs and assigns. Employer may assign
          and
          transfer all of its rights under this Agreement. The obligations of Executive
          under this Agreement, being personal, may not be assigned or transferred
          by
          Executive. Nothing expressed or implied in this Agreement is intended,
          or shall
          be construed, to confer upon or give any person other than the parties
          hereto
          and their respective heirs, personal representatives, legal representatives,
          successors and permitted assigns, any rights or remedies under or by reason
          of
          this Agreement. The respective rights and obligations of the parties hereunder
          shall survive the termination of Executive’s employment to the extent necessary
          to preserve such rights and obligations.

      

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      15.     PREVAILING
        PARTY.
        In the
        event that either party brings an action for the collection of any damages
        resulting from, or to enjoin any action constituting a breach of any of the
        terms or provisions of this Agreement, then the non-prevailing party shall
        pay
        all reasonable attorney’s fees, costs and expert witness fees of the other
        party. 

       

      16.     SECTION
        HEADINGS.
        The
        article, section and paragraph headings contained in this Agreement are for
        reference purposes only and shall not affect in any way the meaning or
        interpretation of this Agreement.

       

      17.     VOLUNTARY
        AGREEMENT.
        Executive and Employer represent and agree that each has reviewed all of
        the
        provisions of this Agreement, and is voluntarily entering into this Agreement
        and has had an opportunity to review all aspects of this Agreement with his/its
        legal, tax or other advisors.

       

      Executed
        on January 9, 2006, at Reno, Nevada.

       

      

        


        
          	
                  EMPLOYER:

                	 	
                  EXECUTIVE:

                
	
                  SULPHCO,
                    INC.:

                	 	 
	 	 	 
	 	 	 
	
                  /s/Rudolf
                    W. Gunnerman 

                	 	
                   /s/Michael
                    Applegate

                
	
                  Rudolf
                    W. Gunnerman

                	 	
                  Michael
                    Applegate

                
	
                  Chairman
                    and CEO

                	 	 


        



        
          
             

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      EXHIBIT
        A

      


      Chief
        Operating Officer

      Michael
        Applegate

      


      


      The
        position of the Chief Operating Officer plans, organizes and controls all
        of the
        day-to-day activities of the Company. Provides direction and structure for
        each
        operating unit and implements programs that will facilitate short and long-term
        goals.

      


      Essential
        Duties:

      


      Advise
        Chairman and President on business activities, issues, opportunities and
        recommended actions.

      


      Assist
        managers in establishing goals and taking action that will enhance their
        department’s performance and individual growth.

      


      Challenge
        the basic assumptions underlying each department’s operations.

      


      Set
        performance goals for each department.

      


      Monitor
        performance and assist with operational modifications, if
        necessary.

      


      Develop
        an organizational structure and culture that will facilitate and recognize
        superior performance for the department and the individual.

      


      Perform
        as a sounding board for managers.

      


      Other
        duties as assigned.