exv10w15






	 	 	 

	

	 	Exhibit 10.15





Robert J. (Bob) Button



14th March 2012



Dear Bob:




     Glori Energy Inc. (“Company”) is pleased to offer you the position of President of Glori
Holdings Inc. (“Holdings”) collectively the “Company”). This letter sets forth the terms of your
employment.



     Start Date, Position/Job Title, Duties: You will start on or before March 19th 2012
and will report to the CEO of the Company. You will serve as President of Holdings, in which
capacity you will perform the duties of such office as established from time to time by the Board
of Directors (“Board”) of the Company, including the duties set forth on Schedule A hereto, 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.



     Place of Performance. In connection with your employment by the Company, your principal
business address shall be at the Company’s current principal executive offices in Houston, Texas
(the “Principal Place of Employment”) or in such other place as the Executive and the Company may
agree.



     Compensation: You will be paid a salary of $240,000 annually, less applicable taxes,
deductions and withholding (“Base Salary”), payable on the Company’s regular payroll dates. The
Compensation Committee shall review your Base Salary at least annually. Your Base Salary may be
increased but not decreased, unless such decrease is agreed by You and the Company. Additionally,
you will be eligible for annual bonus award of up to 30% of base salary to be paid at the
discretion of the Board. Applicable objectives, metrics, and employee performance impacting the
annual bonus will be discussed with the CEO at regular intervals throughout the year. On
commencement of employment you will be paid a one time “sign-on” bonus of $30,000 (less applicable
taxes, withholdings and deductions). Should you terminate your
employment without Good Reason within 6 months, this bonus will be forfeit and you will be required
to reimburse the Company for the full amount.



     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 four (4) weeks of paid vacation per year, which shall accrue on
a prorated



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basis. Materials regarding the Company’s employee benefits, including accrual of paid
time off, are being provided to you under separate cover.




     Stock: Contingent upon commencement of your employment and subject to the approval of
the Company’s Board of Directors, you will be granted an option (the “Option”) to purchase 300,000
shares of the Company’s common stock (the “Option Shares”) under the Company’s Stock Option/Stock
Issuance Plan (the “Plan”). The Option Shares will vest over four years with 25% vesting on the
first anniversary of your employment and the remainder monthly over 36 months thereafter and have
an exercise price equal to the fair market value of the Company’s common stock on the date of grant
as determined by the Company’s Board of Directors. It is intended that this Option will be
structured as a non qualified stock option for federal income tax purposes. As will be set forth
in the Option and Plan, the Option Shares granted to you shall be subject to vesting and other
terms and conditions. The Option and the Plan will be provided to you under separate cover.



     Expenses: The Company shall promptly reimburse you for all reasonable business expenses
incurred during your employment in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in the service of the
Company; provided, in each case, that such expenses are incurred and accounted for in accordance
with the policies and procedures established by the Company. Such payments under this paragraph
shall be made within ten (10) business days after the delivery of the Executive’s written request
for the payment accompanied by such evidence of fees and expenses incurred as the Company may
reasonably require. The parties intend and agree that such ten (10) business day deadline is not
to be extended as a result of the following sentence which is included solely for the purpose of
complying with Section 409A. The Company shall pay you the amount of such expenses by the last day
of your taxable year following the taxable year in which you incurred such expenses. The expenses
that are subject to reimbursement pursuant to this paragraph shall not be limited as a result of
when the expenses are incurred. The amount of expenses eligible for reimbursement pursuant to this
paragraph during a given taxable year of the your employment shall not affect the amount of
expenses eligible for reimbursement in any other taxable year of your employment. The right to
reimbursement pursuant to this paragraph is not subject to liquidation or exchange for another
benefit.



     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



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compete with the Company and non-solicitation of
the Company’s employees for a period of time.




     Employment Relationship:



          1. 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, provided, that in the event
of termination without cause, you will be provided 30 days written notice. This is the full and
complete agreement between you and the Company on this term. Except as expressly provided below,
or under the Option or Plan or any other Company program or arrangement, upon termination
you shall only be entitled to receive your Base Salary earned to the date of termination and any
“Benefit Obligation,” which shall mean payment by the Company to you (or your designated
beneficiary or legal representative, as applicable), when due, and in accordance with the terms of
the applicable employee benefit plans and compensation arrangements, of all vested benefits to
which you are entitled under the terms of the employee benefit plans and compensation arrangements
in which the you are a participant as of the date of termination.. Termination shall be
communicated by personal delivery of written Notice of Termination to the other party hereto. For
purposes of this Agreement, a “Notice of Termination” shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances which are the basis for termination of your employment under
the provision so indicated.




          2. Involuntary Termination. If your employment is terminated by the Company without “Cause”
(as defined below), if you voluntarily terminate your employment with Company for “Good Reason” (as
defined below), or your employment is terminated due to death or Disability (as defined in Section
422 (c) of the Code) then, contingent upon you or your estate executing a full and complete general
release of and covenant not to sue the Company you shall be entitled to receive severance equal to
(i) that portion of any bonus earned but unpaid, (ii) continuation of your base salary for six
months, to be paid on regular payroll dates and (ii) continuation of your medical insurance
benefits during such period or reimbursement of COBRA premiums in the event we are not able to
maintain you as a member of our insured group. The bonus payment shall be made within 30 days from
termination of employment.




          3. 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, any unpaid expenses, any accrued vacation pay earned by
you, in each case, to the extent not theretofore paid. The Company shall pay you the Benefit
Obligation at the times specified in and in accordance with the terms




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of the applicable employee
benefit plans and compensation arrangements. You shall not have breached this Agreement if you
terminate your employment for any reason.




          4. Definitions.



               “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 unauthorized absence from
work for reasons other than illness or legally protected leave of absence as determined by the
Board; (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 material duties in an acceptable manner or to follow the lawful and proper directives
of the Company that are within the scope of your duties after a reasonable notice and cure period
of not less than 30 days, as determined by the Board; or (vii) any other misconduct by you that
materially and adversely affects the business or affairs of the Company after a reasonable notice
and cure period of not less than 15 days, as determined by the Board.




          Cause shall not exist unless and until the Company has delivered to you a copy of a resolution
duly adopted by the Board of Directors determining that one of the foregoing requirements has
been met.




               “Good Reason” shall mean your voluntary resignation within three months following: (i) a
change in your position with the Company that materially reduces your duties and responsibilities;
(ii) a reduction in your Base Salary by more than 10%, other than a reduction that by resolution of
the Board is applicable to all executive officers of the Company generally; or (iii) a relocation
of your principal place of employment resulting in more than 20 miles additional/incremental
commute from your current residence, as stated in the Notice provision below, 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 CEO, provided that you may
engage in additional activities in connection with investments, current or future, commitments
regarding the boards of directors of other business entities and community affairs that are not
inconsistent or do not interfere with your duties.



     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.





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     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 provision of this Letter
Agreement shall remain in full force and effect and shall not be affected by illegal, invalid or
unenforceable provision or by their severance.



     Indemnification, Insurance; The Company shall indemnify you to the fullest extent
extended to the other executive officers of the Company. In addition, you will be covered by
directors and officers insurance policies the Company shall maintain generally for the benefit of
its officers and directors against all costs, charges and expenses incurred in connection with any
action, suit or proceeding to which you may be made a party by reason of being an officer of the
Company. In the event of Involuntary Termination as set forth above, you shall not be required to
release any rights to indemnification or insurance coverage related to your service as an officer
of the Company.



     Notice: For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered or (unless otherwise specified) upon receipt by United States certified
or registered mail, return receipt requested, postage prepaid, addressed as follows:



	 	 	 	 	 

	 

	 	If to the Executive:	 	 
	 

	 	22615 Arbor Stream Drive
	 	 
	 

	 	Katy, Texas 77450	 	 
	 
	 	 	 	 
	 

	 	If to the Company:	 	 
	 

	 	4315 South Drive
	 	 
	 

	 	Houston, Texas 77053	 	 





or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




     Entire Agreement: If you wish to accept this offer, please sign and date this letter
below where indicated. 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. You further represent, warrant, and agree that, except as expressly set
forth herein, no representations or promises, whether expressed, implied or otherwise, of any kind,
nature or description whatsoever have been made to you by the Company or relied upon by you as an
inducement to entering into this Letter Agreement.



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     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.



     Controlling Law: This Letter 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 Letter
Agreement or your employment, you and the Company irrevocably agree to the exclusive personal
jurisdiction and venue of any federal or Texas state court within Harris County, Texas.



     Successors or Assigns: This Letter Agreement shall inure to the benefit of any
successor 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 provision of this Letter Agreement are
intended solely for the benefit of each party hereto and the Company’s successors or assigns, and
it is not the intention of the parties to confer third-party beneficiary rights upon any other
person.


Dispute Resolution: Any dispute or controversy arising under or in connection with this
Agreement, the Executive’s employment by the Company or the Executive’s compensation or benefits (a
“Dispute”) shall be attempted to be resolved in accordance with the procedures described in this
Section.




     (a) First, the parties shall attempt in good faith to resolve any Dispute promptly by
negotiations between you and the executives or directors of the Company who have authority to
settle the Dispute. Either party may give the other disputing party written notice of any Dispute
not resolved in the normal course of business. Within five days after the effective date of that
notice, the Executive and such executives or directors of the Company shall agree upon a mutually
acceptable time and place to meet and shall meet at that time and place, and thereafter as often as
they reasonably deem necessary, to exchange relevant information and to attempt to resolve the
Dispute. The first of those meetings shall take place within 30 days of the effective date of the
disputing party’s notice. If the Dispute has not been resolved within 60 days of the disputing
party’s notice, or if the parties fail to agree on a time and place for an initial meeting within
five days of that notice, either party may initiate mediation of the Dispute as provided
hereinafter. If a negotiator intends to be accompanied at a meeting by an attorney, the other
negotiators shall be given at least three business days’ notice of that intention and may also be
accompanied by an attorney. All negotiations pursuant to this Section shall be treated as
compromise and settlement negotiations for the purposes of applicable rules of evidence and
procedure.



     (b) Second, if the Dispute is not resolved through negotiation as provided above, either
disputing party may require the other to submit to non-binding mediation with the assistance of a
neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral
mediator, they shall seek the assistance of the American Arbitration Association in the selection
process. Each party shall bear the cost of mediation equally.



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     Compliance With Section 409A. It is intended that this Agreement shall comply with Section
409A. The provisions of this Agreement shall be interpreted and administered in a manner that
complies with Section 409A.



     We are very excited about the prospect of your joining the Company. 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 Friday, 16th March, 2012, unless extended by mutual
agreement.



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


Sincerely,



/s/ Stuart Page



Stuart Page, CEO



I accept this Letter Agreement:



/s/ Robert Button



Robert Button



Date: March 16, 2012



Attachment: 1. Confidentiality, Proprietary Information and Inventions Assignment, and
Non-Compete Agreement




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Schedule A



Key responsibilities for this leadership role include:





	•	 	Identification and evaluation for potential acquisition of waterflood driven oilfields.
Typically, these will be fields that are already abandoned or severely depleted.






	•	 	Lead the negotiations and close on the acquisition of these oilfields.






	•	 	Provide “hands-on” technical and operational leadership in waterflood production
operations. This will include all facets of surface and subsurface equipment and water
injection / oil production wellbores.






	•	 	Development and implementation of future work programs to optimize and enhance production.






	•	 	Provide organization development leadership in building and supporting an engineering and
operations team as Glori Energy acquires more oilfield assets.






	•	 	Participate as a member of the leadership team to determine strategy, and direction in all
relevant matters





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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 Robert J. Button
(“I” or “me”) and Glori Energy Inc., a Delaware corporation (the “Company”), is entered
into as of April 10, 2012 and effective as of March 19, 2012.



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



     1. Definitions:



          1.1 The term “Cause” shall mean shall mean (i) the commission of any act of fraud or
embezzlement by me; (ii) any unauthorized use or disclosure by me of any material confidential
information or trade secrets of the Company; (iii) my indictment for, conviction of, or plea of no
contest with respect to any felony violation or any crime of moral turpitude or dishonesty; (iv) my
unauthorized absence from work for reasons other than illness or legally protected leave of absence
as determined by the Board; (v) my substance abuse or other misconduct that in any manner that
materially interferes with the performance of my duties on behalf of the Company; (vi) any failure
or refusal by me to perform your material duties in an acceptable manner or to follow the lawful
and proper directives of the Company that are within the scope of your duties after a reasonable
notice and cure period of not less than 30 days, as determined by the Board; or (vii) any other
misconduct by me that materially and adversely affects the business or affairs of the Company after
a reasonable notice and cure period of not less than 15 days, as determined by the Board..




          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



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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 its 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; 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 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 inventions relate at the time of
conception or reduction to practice of the invention to the business of the Company, which shall
be defined as (i) the research and development, promotion and commercialization of microbial
enhanced oil recovery and other microbial-based products/services for the oil and gas business,
including the acquisition of non-producing end-of-life oil fields and low-producing oil fields in
geographies that the Company’s expects will improve our portfolio of field successes (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 provided to
employees and contractors; and (d) information related to Inventions owned by the Company or
licensed from third parties and trade secrets. Proprietary Information shall not include material
or information (i) already in the public domain through no action of my own or (ii) actions of a
third party not authorized to release such material into the public domain, or (iii) information
already in my possession, provided the information is not known by me to be subject to another
confidentiality agreement, or other obligation of secrecy, with the company or any of its
subsidiaries, or (iv) becomes available to me on a nonconfidential basis from a source other than
the company or any of its subsidiaries or any of their respective directors, officers, agents or
advisors, provided that such source is not known by me to be bound by a confidentiality agreement
or other obligation of secrecy to the Company or any of its subsidiaries..




          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






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into the public domain or (iii) information already in my possession, provided the
information is not known by me to be subject to another confidentiality agreement, or other
obligation of secrecy, with the company or any of its subsidiaries, or (iv) becomes available to me
on a non confidential basis from a source other than the company or any of its subsidiaries or any
of their respective directors, officers, agents or advisors, provided that such source is not known
by me to be bound by a confidentiality agreement or other obligation of secrecy to the Company or
any of its subsidiaries.




     2. Nondisclosure.



          2.1 I acknowledge that in connection with the commencement of my Service the Company provided
me with Proprietary Information and will continue to provide me with Proprietary Information
during the term of my Service. I further acknowledge that throughout my Service the Company will
continue to provide Proprietary Information to me. In consideration of the Company’s provision of
Proprietary Information , I agree that during my Service and thereafter, pursuant to this
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 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 in
exchange for disclosure to me of Proprietary Information 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.




     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 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 may 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
Company Business and that are discovered, developed, created, conceived, reduced to practice,




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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 create 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 , unless such materials relate, at the time of conception or reduction to
practice, to the Company Business during the period of my Service.




     4. Enforcement of Rights.



          4.1 I will assist the Company in every proper and legal 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






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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 except for my refusal to sign, 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 related to the Company Business
(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 one year 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






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business entity that competes with the Company solicit the 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 (i) nine months after my Service is terminated by Company for Cause or I
resign my employment; or (ii) six months after my Service is terminated by the Company for any
reason other than Cause, 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 inducing or attempting to induce any customer,
supplier, vendor or any other person to cease doing business with the Company for any reason. For
purposes of this Section 6(c), “Customer” shall mean prospective, present and former
(within twelve months prior to the date of termination) customers of the Company. A prospective
customer is one which the Company has met with to obtain business or made a proposal to during the
twelve months immediately preceding my termination of employment. 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 six month period following my resignation if I resign my
employment with the Company (the “Resignation Non-Compete Period”); or (ii) a six 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 or if I terminate for Good Reason (the “Termination Non-Compete Period”) except
under the circumstances as described in this Section 7, I will not accept employment,
provide contract services to, or otherwise participate directly or indirectly in any business which
engages in the Company Business directly or indirectly, in the state of Texas, or in any other
State of the United States or any province or state in any other country in the world where the
Company engages or has plans to engage in business, provided that this prohibition shall not apply
to me working for an E&P Company that utilizes the Company’s enhanced oil recovery technology or
other available enhanced oil recovery technologies, whether or not such other oil recovery
technology competes with the Company’s enhanced oil recovery technology. 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 business which engages in the Company
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






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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 notifying the Company of
any employment which I intend to accept or self-employment in which I intend to engage (the “New
Employment Notice”), if the employment relates to the Company Business. 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.




     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 or (iii) information already in my possession, provided the
information is not known by the executive to be subject to another confidentiality agreement, or
other obligation of secrecy, with the company or any of its subsidiaries, or (iv) becomes available
to me on a non confidential basis from a source other than the company or any of its subsidiaries
or any of their respective directors, officers, agents or advisors, provided that such source is
not known by me to be bound by a confidentiality agreement or other obligation of secrecy to the
Company or any of its subsidiaries.



     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



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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.



     12. Authorization to Notify New Employer. I agree to provide and hereby
authorize the Company to provide a written copy of this agreement or to notify in writing any new
employer or entity, engaged in the Company Business, for whom I provide services about my rights
and obligations under this Confidentiality Agreement for six months 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 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 or to
enforce the agreement. Without in any way limiting your agreement that this Agreement is
confidential, I expressly understand that I shall not disclose the content or existence of this
Agreement to any third party, potential employees, employees and former employees of the Company,
except as necessary to (i) comply with Section 12, (ii) enforce this Agreement or (ii) disclose to
such third party or person that I am subject to a duty of confidentiality to the Company (without
disclosing the specific provisions of this Agreement).



     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
receipt by 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.







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          16.2 Exclusive Forum. I and Company 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 Houston, Harris County, Texas, and we
agree to the exclusive personal jurisdiction and venue of any court in Harris County, 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 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 remain at 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






 - 9 - 









 







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



[Signature Page Follows]






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Dated April 10, 2012 and effective as of such date.




	 	 	 

	 

	 	/s/ Robert J. Button
	 

	 	 
	 

	 	Robert J. Button
	 
	 	 
	 

	 	GLORI ENERGY INC.
	 
	 	 
	 

	 	By /s/ Stuart M. Page
	 

	 	 
	 

	 	Name Stuart M. Page
	 

	 	 
	 

	 	Title President and Chief Executive Officer
	 

	 	 





Signature Page to Confidentiality, Proprietary Information and

Inventions Assignment, and Non-Compete Agreement