Exhibit 10.1


August 21, 2007


 


 


 


Mr. Barclay Corbus


230 Santa Paula Avenue


San Francisco, CA 94127


 


Dear Clay:


 


I am pleased to extend to
you this written offer of employment for the position of Senior Vice President,
Strategic Development.


 


Title and Duties


 


We will employ you for a two
year period, beginning September 10, 2007 through September 10, 2009, to
perform services for Clean Energy as Senior Vice President, Strategic
Development, to develop strategic growth opportunities, acquisitions,
financings and other activities as described below.


 


You agree to devote all of
your business time, attention and energy to the performance of your duties as
Senior Vice President, subject to the direction and control of the Board of
Directors and policies of Clean Energy. 
This position reports to the President and CEO.  It is understood that you will reside in
Northern California, but travel to the Corporate Office as needed.


 


Primary responsibility is to
develop strategic opportunities for the Company utilizing your investment
banking experience.  This activity may
include, but not be limited to, strategic growth initiatives, acquisitions,
development of various financial structures that may enhance the growth of the
Company and/or add to the value of the Company.  You will be a member of the Senior Executive
Management Team and will work closely with the Board of Directors, CEO, CFO,
Senior VP Sales & Marketing, Senior VP Operations, and the Vice Presidents
of Finance and Leasing, and Development.


 


Compensation


 


Salary and Performance Bonus


 


As compensation for your
services, you will be paid an annual salary of $260,000 in equal installments
on the 15th and the last day of the month.  In addition, you will be


 


 

















 


eligible for a performance
bonus at the rate of 50/70/100% based on criteria set by the Compensation
Committee of the Board.


 


 


Signing Bonus


 


You will receive a signing
bonus of $100,000 payable on September 10, 2007.


 


 


Stock Options


 


As part of Clean Energy’s
2007 employee incentive program, you will be entitled to receive Company stock
options in total of 350,000 options at market price.


 


 


Benefits


 


You will be eligible for benefits as an employee of Clean
Energy on the first day of the month following your date of hire.  Clean Energy’s benefits program currently
provides that Clean Energy will pay 80% of the health insurance premiums for
you and your dependent(s) if you elect coverage with the Company.  Your benefits will also include four weeks of
paid vacation (20 business days).  Clean
Energy reserves the right to change any of its benefit programs in its sole and
absolute discretion.


 


 


Reimbursement for Necessary
Business Expenses


 


Clean Energy will reimburse you for
reasonable and necessary business and travel expenses incurred in the
performance of your duties, provided that for each business and travel expense,
it is a proper deduction on the federal and state income tax return for the
Company and you present Clean Energy with adequate documentation (e.g. detailed
receipt or paid bill) which sets forth the date, place and amount of the
expenditure, an explanation of the business purpose for the expenditure, and
the names, occupations, addresses and other information sufficient to establish
a business relationship to Clean Energy concerning each person who was
entertained and any other documentation required in the future by the Internal
Revenue Service.


 


 

















 


Company Vehicle


 


The Company will provide you with a natural
gas vehicle and a home refueling appliance. 
You agree to maintain a valid U.S. Driver’s License and to operate any
vehicle driven on company business in a safe and prudent manner and in
accordance with applicable laws.


 


 


Duty Not to Compete


 


While you are employed by Clean Energy, you
shall not directly or indirectly, either as an employee, employer, consultant,
agent, principal, partner, stockholder, corporate officer, director, or in any
other representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of Clean Energy, its
parent, subsidiary or affiliated companies.


 


 


Adherence to Company
Policies


 


You agree to abide by all company policies that are issued by the
company during your employment, including the following policies, which are
attached and incorporated hereby reference: confidentiality policy relating to
company information, and arbitration agreement.


 


 


Termination of Agreement


 


You and Clean Energy agree that either you or
Clean Energy may terminate the employment relationship, at will, at any time,
with or without cause.  The offer of
employment is contingent upon acceptable results of a pre-employment drug
screen test, a thorough background check, and an insurable motor vehicle record
(MVR), all conducted by Clean Energy’s third party contractor(s).


 


 

















 


If this offer is acceptable to you, please
sign the included copy of this letter in the space below for your signature and
Attachments 1 and 2 and return them in the enclosed self-addressed
envelope.  This offer will remain in
effect through September 1, 2007 and will be officially withdrawn at close of
business on that day.


 


Very truly yours,


 


 


 


 


	
  /s/ Andrew J. Littlefair

  	
   

  
	
  Andrew J. Littlefair

  
	
  President and CEO

  



 


 


 


                I
have read this letter and accept the offer of employment on the terms and
conditions set forth herein.


 


 


 


	
  Date:

  	
    August 21, 2007

  	
  By:

  	
  /s/ Barclay
  Corbus

  
	
   

  	
   

  	
   

  	
  Barclay
  Corbus

  



 


 

















 


ATTACHMENT 1


 


I will not use or disclose during or after my
employment, except as authorized by Clean Energy (“Company”) in the performance
of my duties, Company Information that I have or will acquire (whether or not
developed by me) during my employment by Company, its predecessor companies,
and their subsidiaries or any companies, joint ventures or other operations in
which Company has any interest.


 


The term “Company Information” as used in
this Agreement means (a) information or any item of knowledge owned, acquired,
or developed by Company not generally known in the relevant trade or industry,
the use of which confers a competitive advantage over those that do not use or
possess it including without limitation confidential information or knowledge
about Company’s products, processes, services, research, exploration, reserves,
engineering, manufacturing operations, computer programs, marketing, business
plans, and methods of doing business; (b) other information or knowledge in
Company’s possession, whether technical, business, or financial, the use or
disclosure of which might reasonably be construed to be contrary to the
interest of Company; and (c) information received from third parties under
confidential conditions or with a restriction on use or disclosure.


 


I agree that upon termination of my
employment for any reason I will turn over to Company all tangible embodiments
of Company Information that I have in my possession and my obligations not to
use or disclose Company Information will continue except that when Company
Information becomes generally available to the public other than by my acts or
omissions, it is no longer subject to the restrictions provision.


 


 


 


	
  Date:

  	
    August 21, 2007

  	
  By:

  	
  /s/ Barclay
  Corbus

  
	
   

  	
   

  	
   

  	
  Barclay Corbus

  



 


 





















 


ATTACHMENT 2


 


Any controversy, dispute or claim between any
employee and the Company, or its officers, agents or other employees, shall be
settled by binding arbitration, at the request of either party.  The arbitrability of any controversy, dispute
or claim under this policy shall be determined by application of the
substantive provisions of the Federal Arbitration Act (9 U.S.C. sections 1 and
2) and by application of the procedural provisions of the California
Arbitration Act.  Arbitration shall be
the exclusive method for resolving any dispute; provided, however, that either
party may request provisional relief from a court of competent jurisdiction, as
provided in California Code of Civil Procedure Section 1281.8.


 


The claims which are to be arbitrated under
this policy include, but are not limited to claims for wages and other
compensation, claims for breach of contract (express or implied), claims for
violation of public policy, wrongful termination, tort claims, claims for
unlawful discrimination and/or harassment (including, but not limited to, race,
religious creed, color, national origin, ancestry, physical disability, mental
disability, gender identity or expression, medical condition, marital status,
age, pregnancy, sex or sexual orientation ) to the extent allowed by law, and
claims for violation of any federal, state, or other government law, statute,
regulation, or ordinance, except for claims for workers’ compensation and unemployment
insurance benefits.


 


The employee and the Company will select an
arbitrator by mutual agreement.  If the
employee and the Company are unable to agree on a neutral arbitrator, either
party may elect to obtain a list of arbitrators from the Judicial Arbitration
and Mediation Service, the American Arbitration Association, or any other
reputable dispute resolution organization.


 


The demand for arbitration must be in writing
and must be made by the aggrieved party within the statute of limitations period
provided under applicable California and/or federal law for the particular
claim.  Failure to make a written demand
within the applicable statutory period constitutes a waiver to raise that claim
in any forum.  Arbitration proceedings
will be held in Los Angeles County, California.


 


The arbitrator shall apply applicable
California and/or federal substantive law to determine issues of liability and
damages regarding all claims to be arbitrated, and shall apply the California
Evidence Code to the proceeding.  The
parties shall be entitled to conduct reasonable discovery and the arbitrator
shall have the authority to determine what constitutes reasonable
discovery.  The arbitrator shall hear
motions for summary disposition as provided in the California Code of Civil
Procedure.


 


 

















 


Within thirty days following the hearing and
the submission of the matter to the arbitrator, the arbitrator shall issue a
written opinion and award which shall be signed and dated.  The arbitrator’s award shall decide all
issues submitted by the parties, and the arbitrator may not decide any issue
not submitted.  The arbitrator shall
prepare in writing and provide to the parties a decision and award which
includes factual findings and the reasons upon which the decision is
based.  The arbitrator shall be permitted
to award only those remedies in law or equity which are requested by the
parties and allowed by law.


 


The decision of the arbitrator shall be
binding and conclusive on the parties and cannot be reviewed for error of law
or legal reasoning of any kind.  Judgment
upon the award rendered by the arbitrator may be entered in any court having
proper jurisdiction.


 


The cost of the arbitrator and other
incidental costs of arbitration that would not be incurred in a court
proceeding shall be borne by the Company. 
The parties shall each bear their own costs and attorneys’ fees in any
arbitration proceeding, provided however, that the arbitrator shall have the
authority to require either party to pay the costs and attorneys’ fees of the
other party, as is permitted under federal or state law, as a part of any
remedy that may be ordered.


 


Both the Company and employees understand
that by using arbitration to resolve disputes they are giving up any right that
they may have to a judge or jury trial with regard to all issues concerning
employment.


 


No employee or other Company representative
can modify this policy in any manner nor enter into any agreement that is
contrary to this policy unless it is in writing and signed by the Chief Executive
Officer.  If any term, provision,
covenant or condition of this policy is held by a court of competent
jurisdiction or an arbitrator to be invalid, void, or unenforceable, the
remaining terms and provisions of this Policy will remain in full force and
effect and shall in no way be affected, impaired, or invalidated.


 


 


 


	
  Date:

  	
    August 21, 2007

  	
  By:

  	
  /s/ Barclay
  Corbus

  
	
   

  	
   

  	
   

  	
  Barclay
  Corbus