exhibit101.htm

 Exhibit
10.1 Letter Agreement by and between ISCO International, Inc. and Gary Berger,
dated as of May 28, 2008
 

    


    Dear
Gary,

    


    We are
delighted to extend you an offer to join ISCO International (“ISCO” or the
“Company”) as Chief Financial Officer and Corporate Secretary, reporting to
Gordon Reichard, Jr., Chief Executive Officer.  In this letter I would
like to present the terms of your employment with ISCO.

    


    Your
starting salary will be $160,000 per year, earned and paid on ISCO’s regular
payroll cycle.  Employees are paid bi-weekly, every other
Friday.  You will also be eligible to receive a bonus of $20,000 for
the first fiscal quarter that ISCO International achieves a positive cash flow,
inclusive of this and any other similarly triggered bonus, if applicable, during
your tenure as Chief Financial Officer.  No bonus will be earned for a
partial period or otherwise without success as described.  We will
also recommend to our Board of Directors that you receive a grant of 250,000
restricted shares of ISCO common stock to fully vest in two years, with 6 month
partial vesting increments.  In addition, you will be eligible to
receive annual grants of restricted stock and participate in the Incentive
Compensation Plan (cash bonus program), under the same terms and conditions as
other employees within the organization.  Your employment will
continue “at will” until either you or ISCO notifies the other of
termination.

    


    Once you
have worked at the Company for 120 days (four months), and in recognition of
your capabilities and experience, ISCO will provide you three months of
severance if you are terminated for any reason other than Good Cause, contingent
upon your execution of a release and non-disparagement agreement.  You
would receive your base salary during the severance period, and receive any
bonus earned during your employment period as well as all vested equity awards
as of your termination date.  Good Cause, as that term is generally
defined, includes (1) executives refusal, failure or inability to perform his
duties, (2) willful misconduct or gross negligence in the carrying out of the
employee’s duties, (3) a felony conviction (or plea of nolo contendre to a like
charge), or (4) the willful violation of ISCO’s code of conduct or other
policies and procedures subject to the terms of those policies and
procedures.

    


    ISCO will
also provide you its customary employee benefits package, which includes
medical, dental, vision, life and disability plans.  These benefits
are effective upon your hire date and currently are paid by the company except
for the medical plan, where the employee may or may not contribute depending on
the employee’s elections.  You may also participate in the 401(k)
savings plan and/or Flexible Spending Account (Section 125/Cafeteria Plan) on
the same terms as are provided to other ISCO employees.  You will be
eligible to take 15 days of vacation per year, pro rated for the remainder of
2008.

    


    As an
ISCO employee, you will have access to information about the properties and
operations of ISCO, which are confidential in nature.  Your work on
behalf of ISCO may also give rise to patentable or otherwise proprietary
inventions.  As you begin your employment with ISCO, you agree to
execute ISCO's standard Confidentiality and Proprietary Rights
Agreement.


    We are
excited that you are joining the ISCO team, Gary.  If you accept the
terms of this offer, please sign a copy of this letter and indicate your desired
start date, returning it to me and retaining the other copy for your
files.

    


    Sincerely:

    


    /s/Gordon Reichard, Jr. May 28,
2008

    Gordon
Reichard, Jr., CEO

    


    


    


    Accepted
and Agreed:s/Gary
Berger     Date: 05/29/2008 


    Start
Date:   June 9, 2008