Exhibit
      10.1

     

    


     

    EMPLOYMENT
      AGREEMENT


     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      entered into as of March 9, 2007 (the “Effective
      Date”),
      by
      and between SulphCo, Inc., a Nevada corporation (along with its successors
      and
      assigns, the “Company”),
      and
      Brian Savino (“Executive”).

     

    WHEREAS,
      the Company desires to employ Executive, and Executive desires to be employed
      by
      the Company, on the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein and other
      good and valuable consideration, the Company and Executive agree as follows:
      

     

    1. Employment.
      

     

    (a) Term.
      Subject
      to the terms hereof, Executive’s employment hereunder shall commence as of the
      Effective Date and continue until the first anniversary of the Effective Date,
      with automatic one (1) year extensions thereafter, unless otherwise terminated
      by Executive or by the Company pursuant to Section 3 of the Agreement (such
      period, the “Employment
      Period”).

     

    (b) Position,
      Place of Performance and Duties.
      Executive will serve as the Company’s President, and Executive shall report
      directly to the Company’s Chief Executive Officer (“CEO”),
      the
      Company’s Board of Directors (the “Board”)
      and
      any committees thereof. Executive will have the responsibilities, duties and
      authority commensurate with the position of President, and Executive will
      perform such other services of an executive nature as may be prescribed from
      time to time by the CEO and the Board. Executive will generally perform his
      services hereunder at the Company’s principal offices in Sparks, NV, or such
      other place as may be agreed to by Executive and the Board. During the
      Employment Period, the Company shall pay for all reasonable travel expenses
      associated with Executive’s commute between Houston, TX and Sparks, NV for the
      purpose of performing services hereunder. During the Employment Period,
      Executive will be available to travel for business at such times and to such
      places as may be reasonably necessary in connection with the performance of
      his
      duties hereunder, including, but not limited to, anywhere in the United States,
      the Middle East and Europe. Executive
      shall devote his full business time and efforts to the performance of his duties
      hereunder. For
      the
      duration of the Employment Period, Executive agrees not to actively engage
      in
      any other employment, occupation or consulting activity for any direct or
      indirect remuneration without the prior written approval of the Board, which
      approval will not be unreasonably withheld; provided, however, that Executive
      may, without the approval of the Board, serve in any capacity with any civic,
      educational or charitable organization, subject to Executive’s obligations under
      this Agreement and any agreement contemplated under Section 5 of this
      Agreement.

     

    
      
         

      

      
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    2. Compensation.

     

    (a) Base
      Salary.
      During
      the Employment Period, the Company will pay Executive a base salary at the
      annual rate of $300,000, which amount will be reviewed annually and subject
      to
      adjustment at the good faith discretion of the Board (or the Compensation
      Committee of the Board (the “Compensation
      Committee”)),
      including without limitation, discretionary cost of living adjustments (as
      adjusted from time to time, the “Base
      Salary”).
      The
      Base Salary will be payable in substantially equal installments in accordance
      with the Company’s payroll practices as in effect from time to
      time.

     

    (b) Bonuses.
      

     

    (i) Quarterly
      Bonuses.
      During
      the Employment Period, Executive will be eligible to receive a quarterly bonus
      of $27,000 (each, a “Quarterly Bonus”), payable at the end of each calendar
      quarter, provided that Executive remains employed by the Company on the dates
      on
      which such Quarterly Bonuses are scheduled to be paid to Executive.
      Notwithstanding the foregoing, the Quarterly Bonus due to Executive at the
      end
      of the first calendar quarter ending after the Effective Date shall be prorated
      based on the number of days Executive worked for the Company during such
      calendar quarter.

     

    (ii) Incentive
      Bonus.
      In
      addition to the Quarterly Bonuses, during the Employment Period, based on
      Executive’s performance relative to fixed targets set by the Board and the
      Compensation Committee in its sole discretion, and subject to the overall
      performance of the Company, Executive will be eligible to receive annual
      incentive bonuses, with a target bonus of up to 50% of Base Salary.

     

    (iii) Signing
      Bonus.
      The
      Company shall pay to Executive a signing bonus of $150,000, payable in four
      equal installments of $37,500 at the end of each of the first four quarters
      following the Effective Date as long as Executive remains employed by the
      Company as of the applicable payment dates.

     

    (c) Equity
      Compensation.
      On the
      Effective Date, Executive will be granted a stock option to purchase two hundred
      thousand (200,000) shares of the Company's common stock at an exercise price
      equal to the fair market value of the Company’s common stock on the date of
      grant (the “Option”).
      The
      Option will vest over a three-year period, with 1/3
      of the shares subject to the Option vesting on each of the first three
      anniversaries following the date of grant.
      The
      Option will be subject to the terms, definitions and provisions of the SulphCo,
      Inc. 2006 Stock Option Plan, and the accompanying stock option agreement under
      which it is granted. In addition, Executive may further be entitled to annual
      option grants as part of the annual review process at the discretion of the
      Board and the Compensation Committee.

     

    (d) Vacation.
      During
      the Employment Period, Executive will be entitled to (i) five weeks paid
      vacation in each calendar year (to be taken at such times and in such number
      of
      days as Executive and the Company shall mutually agree), (ii) paid sick days
      as
      needed due to illness or other incapacity, and (iii) paid Company holidays,
      all
      in accordance with the Company’s policies for its senior executives as in effect
      from time to time. Any accrued unused vacation may be carried over from one
      year
      to the following year, provided that no more than five weeks vacation may be
      carried over at any time. 

     

    
      
         

      

      
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    (e) Benefits.
      During
      the Employment Period, Executive (and his eligible dependents) will be entitled
      to participate in the same manner as the Company’s other senior executives in
      any employee benefit plans which the Company provides or may establish for
      the
      benefit of its senior executives generally; provided that the Company reserves
      the right to cancel or change any of its employee benefit plans and programs
      at
      any time.

     

    (f) Reimbursement
      of Expenses.
      During
      the Employment Period, the Company will reimburse Executive for all
      out-of-pocket business expenses that are incurred by him in furtherance of
      the
      Company’s business in accordance with the Company’s policies with respect
      thereto as in effect from time to time. Without limiting the generality of
      the
      foregoing, the Company shall pay or reimburse Executive for charges relating
      to
      the use of his cellular phone and reasonable business travel
      expenses.

     

    3. Termination.
      Executive’s employment
      hereunder will terminate upon the first to occur of the following: 

     

    (a) Executive’s
      death; 

     

    (b) by
      the
      Company in the event of Executive’s Disability (as defined below);

     

    (c) by
      the
      Company for Cause (as defined below);

     

    (d) by
      the
      Company without Cause; or 

     

    (e) by
      Executive, with or without Good Reason (as defined below). 

     

    For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    “Cause”
means:
      (i) Executive’s conviction of, or plea of nolo
      contendere
      to, a
      felony, or a crime involving dishonesty, disloyalty or moral
      turpitude; (ii)
      Executive’s willful disloyalty or deliberate dishonesty; (iii) the commission by
      Executive of an act of fraud or embezzlement against the Company; (iv)
      Executive’s failure to use his good faith efforts to perform in all material
      respects such duties as are contemplated by this Agreement, or to follow any
      lawful direction of the CEO, the Board or any committee thereof; (v) Executive’s
      gross negligence in the performance of his duties hereunder; or (vi) a material
      breach by Executive of any provision of this Agreement or of any Company policy,
      which breach is not cured within thirty (30) days after delivery to Executive
      by
      the Company of written notice of such breach, provided that, if such breach
      is
      not capable of being cured within such 30-day period, Executive will have a
      reasonable additional period to cure such breach. No act or omission on
      Executive’s part will be considered “willful” unless done, or admitted to be
      done, by Executive in bad faith or without his reasonable belief that such
      act
      or omission was in the best interests of the Company. Any determination of
      “Cause” shall be made in good faith by a majority vote of the
      Board.

     

    “Disability”
means
      Executive’s mental, physical or other disability, the condition of which renders
      him incapable of performing his obligations under this Agreement for a period
      of
      90 consecutive days or an aggregate of 120 days (whether or not consecutive)
      in
      any 12-month period. Any determination of “Disability” shall be made in good
      faith by a majority vote of the Board.

     

    
      
         

      

      
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    “Good
      Reason”
means,
      without Executive’s consent: (i) a failure by the Company to comply with any
      material provision of this Agreement which is not cured within thirty (30)
      days
      after Executive has given written notice of such noncompliance to the Company,
      provided that, if such failure is not capable of being cured within such 30-day
      period, the Company will have a reasonable additional period to cure such
      failure; (ii) a material adverse change by the Company in Executive’s
      responsibilities, duties or authority as the President of the Company, which
      causes Executive’s position with the Company to have less responsibility or
      authority than Executive’s position immediately prior to such change, provided
      that any such change is not in connection with the termination of Executive’s
      employment with the Company; or (iii) at Executive’s election, a Change in
      Control of the Company if, following such Change in Control, Executive is no
      longer the President of the Company (or the surviving or successor company,
      as
      applicable), provided that Executive’s election under this subsection (iii) may
      only be exercised within the thirty (30) day period following the first six
      (6)
      month anniversary following the Change in Control. 

     

    “Change
      in Control”
means:
      (i) the acquisition by any person, entity or affiliated group becoming the
      beneficial owner of more than 50% of the outstanding equity securities of the
      Company or otherwise becoming entitled to vote more than 50% of the voting
      power
      of the Company; (ii) a consolidation or merger (in one transaction or a series
      of related transactions) of the Company pursuant to which the holders of the
      Company’s equity securities immediately prior to such transaction or series of
      related transactions would not be the holders immediately after such transaction
      or series of related transactions of at least 50% of the voting power of the
      entity surviving such transaction or series of related transactions; or (iii)
      the sale, lease, exchange or other transfer (in one transaction or a series
      of
      related transactions) of all or substantially all of the assets of the Company.
      In all respects, the definition of “Change in Control” shall be interpreted to
      comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”),
      and
      the provisions of Treasury Notice 2005-1, Proposed Treasury Regulation Section
      1.409A and any successor statute, regulation and guidance thereto.

     

    4. Termination
      Procedures; Effect of Termination.
      

     

    (a) Notice
      of Termination.
      Any
      termination of Executive’s employment by the Company or Executive (other than
      termination on account of Executive’s death) shall be communicated by written
      notice (a “Notice
      of Termination”)
      to the
      other party hereto in accordance with Section 7(a) below, which notice shall
      indicate the specific termination provision in Section 3 of this Agreement
      relied upon and, if termination by the Company for Cause, the specific reasons
      therefore.

     

    (b) Date
      of Termination.
      As used
      herein, “Date
      of Termination”
shall
      mean: (i) if Executive’s employment is terminated as a result of Executive’s
      death, the date of Executive’s death; (ii) if Executive’s employment is
      terminated by reason of Executive’s Disability, on the date Notice of
      Termination is given or such later date specified in the Notice of Termination
      as the effective date of termination; (iii) if Executive’s employment is
      terminated by the Company for Cause, on the date Notice of Termination is given
      or such later date specified in the Notice of Termination as the effective
      date
      of termination; (iv) if Executive’s employment is terminated by the Company
      without Cause, such date which is specified in the Notice of Termination as
      the
      effective date of termination; and (v) if Executive’s employment is terminated
      by Executive, with or without Good Reason, such date which is specified in
      the
      Notice of Termination as the effective date of termination, which date shall
      be
      at least thirty (30) days following the date the Notice of Termination is
      given.

     

    
      
         

      

      
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    (c) Compensation
      Upon Termination.
      

     

    (i) At
      any
      time that Executive’s employment is terminated, the Company will pay the Accrued
      Obligations (as defined below) to Executive (or to his estate or legal
      representative, if applicable) on or promptly following the Date of Termination.
      For purposes of this Agreement, “Accrued
      Obligations”
means
      (A) the portion of Executive’s Base Salary as has accrued up through the Date of
      Termination which the Executive has not yet been paid, (B) an amount equal
      to
      any unpaid bonus which has accrued through the Date of Termination, (C) an
      amount equal to the value of Executive’s accrued unused vacation days, and (D)
      the amount of expenses incurred by Executive on behalf of the Company prior
      to
      the Date of Termination and not yet reimbursed as of such date.

     

    (ii) In
      addition to the Accrued Obligations, if Executive’s employment is terminated by
      the Company without Cause or by Executive for Good Reason (and other than due
      to
      Executive’s death or Disability), then in exchange for Executive’s execution and
      delivery to the Company of a full general release (which Executive does not
      later revoke in accordance with its terms), in a form acceptable to the Company,
      releasing all claims, known or unknown, that Executive may have against the
      Company, and any subsidiary or related entity, their officers, directors,
      employees and agents, the Company will (A) within thirty (30) days following
      the
      Date of Termination, pay to Executive (or his estate or legal representative
      if
      applicable) a lump-sum severance payment equal to one year of his then current
      Base Salary, and (B) upon proper election of continuation coverage under Title
      X
      of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”)
      under
      the Company’s group health plans, continue to pay the group medical and dental
      COBRA premiums for Executive and Executive’s eligible dependents until the
      earlier of (x) the date Executive first becomes eligible for coverage under
      a
      subsequent employer’s applicable group health plan(s), (y) the date such
      coverage terminates under applicable law, or (z) twelve (12) months after the
      Date of Termination.

     

    Notwithstanding
      any other provision with respect to the timing of payments under this Section
      4(c), if, at the time of Executive’s termination,
      Executive is deemed to be a “specified employee”  (within the meaning
      of Code Section 409A, and any
      successor statute, regulation and guidance thereto)
      of the Company, then only to the extent necessary to comply with the
      requirements of Code Section 409A, any payments to which Executive may
      become entitled under Section 4(c) which are subject to Code Section 409A (and
      not otherwise exempt from its application) will be withheld until the first
      business day of the seventh month following the Date of Termination, at which
      time the Executive shall be paid an aggregate amount of any withheld
      payments otherwise due under Section 4(c), as applicable.

     

    (d) Other
      Provisions.
      The
      effect of termination on any stock options or restricted stock granted or issued
      to Executive shall be governed by the terms and provisions of any applicable
      option agreement, restricted stock agreement and/or equity incentive plan.
      The
      amount of any benefit due to Executive after the date of such termination
      pursuant to this Agreement will not be reduced or offset by any payment or
      benefit that Executive may receive from any other source.

     

    
      
         

      

      
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    5. Restrictive
      Covenants.
      On the
      Effective Date, Executive will enter into a confidentiality, non-competition,
      non-solicitation, assignment of inventions and non-disparagement agreement,
      substantially similar to the Company’s standard form of agreement used for its
      senior executives, and the non-competition and non-solicitation covenants shall
      last for two years following the Date of Termination.

     

    6. Indemnification.
      The
      Company shall, to the fullest extent permitted by law and by its Articles of
      Incorporation and Bylaws, indemnify Executive and hold him harmless for any
      acts
      or decisions made by him in good faith while performing his duties to the
      Company, and the Company shall at all times during Executive’s employment with
      the Company, maintain directors’ and officers’ liability insurance, at and upon
      commercially reasonable terms and limits.

     

    7. General.

     

    (a) Notices.
      All
      notices, requests, consents and other communications hereunder will be in
      writing, will be addressed to the receiving party’s address set forth below or
      to such other address as a party may designate by notice hereunder, and will
      be
      either (i) delivered by hand, (ii) sent by overnight courier, or
      (iii) sent by registered or certified mail, return receipt requested,
      postage prepaid. All notices, requests, consents and other communications
      hereunder will be deemed to have been given either (A) if by hand, at the
      time of the delivery thereof to the receiving party at the address of such
      party
      set forth above, (B) if sent by overnight courier, on the next business day
      following the day such notice is delivered to the courier service, or (C) if
      sent by registered or certified mail, on the third business day following the
      day such mailing is made. All notices, requests, consents and other
      communications hereunder will be sent as follows:

    
       

      
        	 	
                If
                  to the Company:

              	 	
                SulphCo,
                  Inc.

              
	 	 	 	
                850
                  Spice Islands Drive

              
	 	 	 	
                Sparks,
                  Nevada 89431

              
	 	 	 	
                Attention:
                  Chief Executive Officer

              
	 	 	 	 
	 	
                If
                  to Executive:

              	 	
                Brian
                  Savino

              
	 	 	 	
                458
                  Jan Kelly Lane

              
	 	 	 	
                Houston,
                  TX 77024

              


      

    

     

    (b) Entire
      Agreement.
      This
      Agreement (together with any other agreements referenced herein) embodies the
      entire agreement and understanding between the parties hereto with respect
      to
      the subject matter hereof and supersedes all prior oral or written agreements
      and understandings relating to the subject matter hereof. No statement,
      representation, warranty, covenant or agreement of any kind not expressly set
      forth in this Agreement will affect, or be used to interpret, change or
      restrict, the express terms and provisions of this Agreement.

     

    (c) Modifications
      and Amendments.
      The
      terms and provisions of this Agreement may be modified or amended only by
      written agreement executed by the parties hereto. The
      Company and Executive agree that they will negotiate in good faith and jointly
      execute an amendment to modify this Agreement to the extent necessary to comply
      with the requirements of Code Section 409A, or any successor statute, regulation
      and guidance thereto, provided, however, no such amendment will increase the
      financial obligations of the Company to Executive.

     

    
      
         

      

      
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    (d) Waivers
      and Consents.
      The
      terms and provisions of this Agreement may be waived, or consent for the
      departure therefrom granted, only by written document executed by the party
      entitled to the benefits of such terms or provisions. No such waiver or consent
      will be deemed to be or will constitute a waiver or consent with respect to
      any
      other terms or provisions of this Agreement, whether or not similar. Each such
      waiver or consent will be effective only in the specific instance and for the
      purpose for which it was given, and will not constitute a continuing waiver
      or
      consent.

     

    (e) Successors
      and Assigns; Third Party Beneficiaries.
      All
      statements, representations, warranties, covenants and agreements in this
      Agreement will be binding on the parties hereto and will inure to the benefit
      of
      the respective successors, heirs, executors and permitted assigns of each party
      hereto. Any such successor of the Company will be deemed substituted for the
      Company under the terms of this Agreement for all purposes. For this purpose,
      “successor” means any person, firm, corporation or other business entity which
      at any time, whether by purchase, merger or otherwise, directly or indirectly
      acquires all or substantially all of the assets or business of the Company.
      Executive may not assign any of Executive’s rights to compensation or other
      benefits under this Agreement, except by will or the laws of descent and
      distribution. Any other attempted assignment, transfer, conveyance or other
      disposition of Executive’s right to compensation or other benefits will be null
      and void. Nothing in this Agreement will be construed to create any rights
      or
      obligations except among the parties hereto, and (except for Executive’s estate
      or other legal representative) no person or entity will be regarded as a
      third-party beneficiary of this Agreement.

     

    (f) Governing
      Law.
      This
      Agreement and the rights and obligations of the parties hereunder will be
      construed in accordance with and governed by the law of the State of Nevada,
      without giving effect to the conflict of law principles thereof.

     

    (g) Jurisdiction,
      Venue.
      Any
      legal action or proceeding with respect to this Agreement will be brought in
      the
      Federal or state courts of Washoe County, Nevada with competent subject matter
      jurisdiction. By execution and delivery of this Agreement, each of the parties
      hereto accepts for itself and in respect of its property, generally and
      unconditionally, the exclusive jurisdiction of the aforesaid courts.


     

    (h) Severability.
      The
      parties intend this Agreement to be enforced as written. However, if
      any
      court of competent jurisdiction determines any provision, or any portion
      thereof, of this Agreement to be unenforceable or invalid, then such provision
      shall be deemed limited to the extent that such court deems it valid or
      enforceable and the remaining provisions of this Agreement shall nevertheless
      remain in full force and effect.

     

    (i) Headings
      and Captions.
      The
      headings and captions of the various subdivisions of this Agreement are for
      convenience of reference only and will in no way modify or affect the meaning
      or
      construction of any of the terms or provisions hereof.

     

    
      
         

      

      
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    (j) No
      Waiver of Rights, Powers and Remedies.
      No
      failure or delay by a party hereto in exercising any right, power or remedy
      under this Agreement, and no course of dealing between the parties hereto,
      will
      operate as a waiver of any such right, power or remedy of the party. No single
      or partial exercise of any right, power or remedy under this Agreement by a
      party hereto, nor any abandonment or discontinuance of steps to enforce any
      such
      right, power or remedy, will preclude such party from any other or further
      exercise thereof or the exercise of any other right, power or remedy hereunder.
      The election of any remedy by a party hereto will not constitute a waiver of
      the
      right of such party to pursue other available remedies. No notice to or demand
      on a party not expressly required under this Agreement will entitle the party
      receiving such notice or demand to any other or further notice or demand in
      similar or other circumstances or constitute a waiver of the rights of the
      party
      giving such notice or demand to any other or further action in any circumstances
      without such notice or demand.

     

    (k) Expenses.
      Each
      party shall bear its own fees and expenses incurred in connection with the
      preparation, negotiation, execution and delivery of this Agreement. The
      prevailing party in any legal proceeding to enforce this Agreement shall be
      entitled to legal fees and costs reasonably incurred. 

     

    (l) Deductions
      and Withdrawals.
      The
      Company will deduct from each payment to be made to Executive under this
      Agreement such amounts, if any, required to be deducted or withheld under
      applicable law or under any Company-sponsored employee benefit plan in which
      Executive participates.

     

    (m) Tax
      Consequences.
      Executive hereby acknowledges and agrees that the Company makes no
      representations or warranties regarding the tax treatment or tax consequences
      of
      any compensation, benefits or other payments under the Agreement, including,
      without limitation, by operation of Code Section 409A, or any successor statute,
      regulation and guidance thereto.

     

    (n) Counterparts.
      This
      Agreement may be executed in two or more counterparts, and by different parties
      hereto on separate counterparts, each of which will be deemed an original,
      but
      all of which together will constitute one and the same instrument. This
      Agreement may be delivered by facsimile, and facsimile signatures shall be
      treated as original signatures for all applicable purposes.

     

    (o) Opportunity
      to Review.
      Executive hereby acknowledges that Executive has had adequate opportunity to
      review these terms and conditions and to reflect upon and consider the terms
      and
      conditions of this Agreement, and that Executive has had the opportunity to
      consult with counsel of Executive’s
      own
      choosing regarding such terms.  Executive
      further acknowledges that Executive fully understands the terms of this
      Agreement and has voluntarily executed this Agreement.

     

    [Remainder
      of page left intentionally blank. Signature page(s) to follow.]

     


    
      
         

         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
      as
      of the date and year first above written.

     

    


     

    SULPHCO,
      INC.

     

    


     

    By:
      /s/
      Robert van Maasdijk        

    


    Name: Robert
      van Maasdijk        

    


    Title:
      Chairman of the Board        

    


    


    EXECUTIVE

    


    


    


    /s/
      Brian Savino        

    Brian
      Savino  

     

     

    9