renewablefuelcorpf10ex10-03.htm


    
      

      

    

    Exhibit 10.3

    

      EMPLOYMENT
AGREEMENT

      


      


      THIS
EMPLOYMENT AGREEMENT (the "Agreement") executed on 27 December, 2007, by and
between Renewable Fuel Corp, a Nevada corporation, (the "Company"), and Richard S. Henderson
("Executive"). The Company desires to employ the services of Executive on the
terms and subject to the conditions of this Agreement, and Executive desires to
accept such employment.

      


      In
consideration of the terms and mutual covenants contained in this

      Agreement,
the Company and Executive agree as follows.

      


      1.          
  Employment. The
Company hereby engages the services of Executive for the position listed on the
attached Employment Term Sheet (the “Term Sheet”), attached hereto as Appendix A
and incorporated herein by this reference.  Executive shall have such
duties and responsibilities as are set forth on the Term
Sheet.  Executive hereby accepts such employment. During the term of
this Agreement, Executive shall perform such additional or different duties and
accept appointment to such additional or different positions of the Company as
may be specified by the President or the Board, provided that such duties are
consistent with his title. Executive shall perform his obligations to the
Company pursuant to this Agreement under the direction of the Company, and
Executive shall devote his full time and reasonable efforts to such
performance.

      


      2.         
   Term. This Agreement
shall be effective as of December 01, 2007, (the "Effective Date") and shall
continue for such term as is set forth on the Term Sheet, unless sooner
terminated by either party as provided in Section 6 hereof. Thereafter, this
Agreement shall be automatically renewed on a year-to-year basis after the
expiration of the initial or any subsequent term of this Agreement unless
terminated by either party as provided in Section 6 hereof.

      


      3.        
    Compensation.

      


      (a)           For
services rendered pursuant to this Agreement, Executive shall receive,
commencing on the Effective Date, a base salary ("Base Salary") as set forth in
the Term Sheet.  The base salary shall be reviewed by the Board
annually and may be increased as determined by the Board. The Board's
determination of salary will be based primarily on Executive's ability to meet,
and to cause the Company to meet, annually established goals, as determined by
the Board of Directors of the Company.

      


      (b)           Executive
shall also be entitled to receive a bonus as set forth on the Term
Sheet.

      


      (c)           Executive
shall also be entitled to receive options to purchase shares of the Company’s
common stock in the amounts set forth on the Term Sheet, with an exercise price,
vesting schedule, and termination dates as set forth in the Term
Sheet.  The options shall have a term of three (3) years from the date
of vesting, and shall vest as follows: one-third of the options shall vest on
each of the first, second, and third anniversaries of the execution of this
Agreement and the granting of such options.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (d)           Executive
may be granted options to purchase shares of the Company's common stock as
determined from time to time by the Board or the Committee established pursuant
to the Company's Stock Option Plan. Such options shall be subject to such other
terms and conditions as may be determined by the Board or the Committee when and
if such options are granted.

      


      4.         
   Employment Benefits.
The Company shall provide Executive vacation time, standard U.S. holidays, sick
leave and fringe benefits, including but not limited to, participation in any
educational seminars, pension, medical reimbursement and employee benefit plans
that may be maintained by the Company from time to time as are made generally
available to other senior management employees of the Company in accordance with
Company policies. In addition, Executive shall receive the
following:

      


      (a)           A
cellular telephone and account that shall be held in the Company's
name.

      


      (b)           100%
of all medical expenses including but not limited to dental, and vision, for
Executive and his spouse and children up to the age of 22, which shall include
insurance premiums and deductible amounts.

      


      (c)     
      Life insurance of $100,000 and disability
insurance.

      


      (d)           The
Company shall obtain and maintain officer and director insurance as the Board
determines.

      


      (e)           The
Company shall grant to Executive any and all standard and customary de minimis
benefits granted to Company's salaried employees in general.

      


      The
Company will not reduce Executive's benefits without the consent of

      Executive.

      


      5.      
      Expenses. The Company
will reimburse Executive for expenses pre-approved in writing which are incurred
in connection with its business, including expenses for travel, lodging, meals,
beverages, entertainment and other items on Executive's periodic presentation of
an account of such expenses in accordance with policies established by the
Company.

      


      6.      
      Termination.
Executive's employment will terminate upon the first to occur of the
following:

      


      (a)           Termination by the Company
for "cause," as determined by the Board. For the purposes of this Section
6(a), "cause" shall mean:


      
        
           


        

        
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      (i)     
       willful misfeasance or gross
negligence in the performance of his duties hereunder after 5 days’ notice and
after a 15 day period to cure such defect;

      


      (ii)   
        willful engagement by Executive
in dishonest or illegal conduct that is demonstrably injurious to the Company;
or

      


      (iii)           conviction
of a felony.

      


      Executive
shall receive no notice of employment termination for cause in the case of (ii)
and (iii) above. Immediately upon termination under Section 6(a), the Company
shall have no further obligations to Executive under this
Agreement.

      


      (b)           Termination by the Company
in the event of Executive's disability. "Disability" will be deemed to
exist if Executive has substantially failed to perform the essential functions
of his duties hereunder for 180 consecutive days (notwithstanding reasonable
accommodation by the Company) for reasons of mental or physical health, or if a
physician selected in good faith by the Company examines Executive (and
Executive hereby agrees to permit such examinations at the Company's expense)
and advises the Company that Executive will not be able to perform the essential
functions of his duties hereunder for the following 90 consecutive days. If the
Company terminates Executive's employment for Disability, Executive shall
receive the compensation due under Section 3 of this Agreement and Executive's
benefits due under Section 4 of this Agreement through the date of termination
and the Company will have no further obligation under this Agreement at that
time.

      


      (c)           Executive's death. In
the event of Executive's death, all of Company's obligations under this
Agreement shall terminate immediately. Executive's estate shall receive
compensation due under Section 3 of this Agreement and Executive's benefits due
under Section 4 of this Agreement through the date of death plus any additional
insurance benefit provided by the benefits plan.

      


      (d)           Resignation by
Executive. In the event of Executive's resignation from the Company, all
of Company's obligations under this Agreement shall terminate as of the date of
such resignation.

      


      (e)           Termination without
Cause.  In the event that the Executive is terminated without
Cause as defined above, the Executive shall be entitled to receive compensation
equal to three months’ full salary and benefits, dating from the date of
termination without cause for the period of three months following such date,
together with any bonuses, options, or other compensation to which the Executive
would otherwise be entitled, all for a period of three months following the date
of such termination without cause.

      


      7.     
       Agreement Not to
Compete. In the event that this Agreement expires in accordance with its
terms or is terminated for any reason, Executive covenants and agrees that, for
a period of six months after his employment under this Agreement expires or is
so terminated, he will not directly or indirectly (whether as employee,
director, owner, 5% or greater shareholder, consultant, partner (limited or
general) or otherwise) engage in or have any interest in, any business, that
competes with the business of the Company in the United States.


      
        
           


        

        
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      8.        
    Agreement Not to Solicit
Employees, Customers, or Others. Executive covenants and agrees that, for
a period of 6 months after this Agreement is terminated, he will not, directly
or indirectly, (i) solicit, induce or hire away, or assist any third party in
soliciting, diverting or hiring away, any employee of the Company, whether or
not the employee's employment is pursuant to a written agreement and whether or
not such employment is for a specified term or is at will, or (ii) induce or
attempt to induce any customer, supplier, dealer, lender, licensee, consultant
or other business relation of the Company to cease doing business with the
Company.

      


      9.      
      Ownership, Non-Disclosure
and Non-Use of Confidential or Proprietary Information.

      


      (a)    
       Executive covenants and agrees that
while he is employed by the Company and after the termination of his employment
he will not, directly or indirectly,

      


      (i)        
    give to any person not authorized by the Company to
receive it or use it, except for the sole benefit of the Company, any of the
Company's  proprietary data or information whether relating to
products, ideas, designs, processes, research, marketing, customers, management
know-how, or otherwise; or

      


      (ii)      
     give to any person not authorized by the Company
to receive it any specifications, reports, or technical information or the like
owned by the  Company; or

      


      (iii)           give
to any person not authorized by the Company to receive it any information that
is not generally known outside the Company or that is designated by the Company
as limited, private, or confidential.

      


      (b)           Executive
covenants and agrees that he will keep himself informed of the Company's
policies and procedures for safeguarding the Company property including
proprietary data and information and will strictly comply therewith at all
times. Executive will not, except when authorized by the Company, remove any
Company property from the Company's premises. Executive will return to the
Company immediately upon termination of his employment all Company property in
his possession or control.

      


      10.           Notice of
Termination. Any termination of Executive's employment under this
Agreement, except for termination for "cause" under Paragraph 6(a)(ii) and (iii)
of this Agreement, shall be communicated by a written Notice of Termination (the
"Notice") to the other party hereto, which Notice shall specify the particular
termination provision in this Agreement relied upon by the terminating party and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination under such provision. Any such Notice to the
Company shall be delivered to the Company's president or personnel director at
its principal place of business. Any such Notice to Executive shall be delivered
personally to Executive or delivered to his residence address listed in the
Company's personnel records.


      
        
           


        

        
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      11.           Complete Agreement.
This Agreement embodies the complete agreement and understanding between the
parties and supersedes any prior understandings, agreements or representations
by or among the parties, whether written or oral, concerning the subject matter
hereof in any way.

      


      12.           Amendments; Waivers.
This Agreement may not be amended except by a writing signed by both the Company
and Executive. Any waiver by a party hereof of any right hereunder shall be
effective only if evidenced by a signed writing, and only to the extent set
forth in such writing.

      


      13.           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit
of, and be enforceable by the parties hereto and their respective successors,
heirs and assigns, except that Executive may not assign any of his obligations
hereunder without the prior written consent of the Company.

      


      14.           Remedies. Each of the
parties to this Agreement will be entitled to specifically enforce its rights
under this Agreement, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights to which it may be
entitled.

      


      15.           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.

      


      16.           Notices. Any notice
to be given hereunder shall be in writing and shall be effective when personally
delivered or sent to the other party by registered or certified mail, return
receipt requested, or overnight courier, postage prepaid, or otherwise when
received by the other party, at the address set forth at the end of this
Agreement.

      


      [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.

      


      SIGNATURE
PAGE FOLLOWS.]

      



      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first set
forth above to be effective as of the Effective Date.

      


      RENEWABLE
FUEL CORP.

      


      


       By:           /s/                                                                           
              

      


      Name:                                                                         
                            

      


      Title:                                                                             
                          

      Address:
7251 West Lake Mead Boulevard Suite 300

      Las
Vegas, NV 89128

      


      EXECUTIVE:

      


      


                
/s/ Richard S. Henderson                                                          

      Name:                     Richard
S. Henderson

      Address:                3103
Fleece Flower

      Austin, TX 78735

      


      


      


      



      
        
           


        

        
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      APPENDIX
A

      


      Employment
Agreement Term Sheet

      


      Employee:          Richard S.
Henderson      
                                                                                          

      


      Date of
Agreement:             27 December
2007             
                                                                      

      


      Position:                                President                                                            
                                      

      


      Duties and Responsibilities: Duties
shall be as set forth in the Company’s Bylaws (if applicable) and as directed by
the Company’s Board of Directors.

      


      Annual
Salary:                      $120,000                                                     
                                              

      


      Commission
Percentage:                .002%                                                      

      


      Executive
shall receive as commission (the “Commission Compensation”) an amount equal to
the Commission Percentage (set forth immediately above) multiplied by the
Company’s revenues, based on collected revenues and calculated on a monthly
basis, and subject to refunds and adjustments as necessary.  Such
Commission Compensation shall be payable on a monthly basis.

      


      Bonus: In
the event that the Company’s Corporate Sales Objectives, as determined by the
Board and as adjusted from time to time, are met by the Company, Executive shall
receive as a bonus (the “Sales Objectives Compensation”) equal to the sum of the
amounts of the monthly Commission Compensation for the three months constituting
the quarter for which the Corporate Sales Objectives are met.  Such
Sales Objectives Compensation shall be payable on a quarterly basis as
determined by the Board.

      


      Stock
Options. Number of Shares:             1,200,000    

      Options
shall be subject to the terms and conditions set forth in the Stock Option
Agreement between the Company and the Executive.

      


      
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