EX-10.12






Exhibit 10.12









August 13, 2008




Mr. Joseph P. Synnott

15 Lesley Lane

Old Bethpage, NY 11804




Re: Employment Contract; Non-circumvention and Non-Compete Riders



Dear Joe:



This is to reflect the terms on which we are prepared to offer you employment as Vice President of
Project Development of Changing World Technologies Inc. (“CWT”). Needless to say we feel that your
unique skills and experience make you a perfect candidate for this position at CWT and therefore
sincerely hope that you will accept our offer of employment by executing this letter where
indicated as well as each of the appended riders.




REMUNERATION



Your initial compensation while you are employed by us shall be as follows:



Gross Salary Per Year and Benefits: $10,000 per month for first three months and then
12,000 per month; incentive bonuses payable subject to and in accordance with the schedule attached
hereto; 4 (four) weeks paid vacation per year; Medical and Dental Insurance as per Company Benefit
Plans including 401K matching retirement plan.



Stock Options: On the date of an initial public offering of our common stock but no later than the
270th day following the date hereof you will be awarded an option to purchase 3,000
shares of our common stock at a purchase price equal to fair market value on the date of grant, as
determined by our board of directors. These options will vest 25% on the one-year anniversary of
the date hereof and 25% on each of the following three anniversaries provided that you have
remained employed by us. Upon purchasing shares of our common stock pursuant to your options, you
will be required to execute and deliver to us a joinder agreement to our shareholders agreement.



At the conclusion of your first year of employment, and annually thereafter, your performance will
be reviewed for the purpose of determining your eligibility for a raise in salary. Such
determination is within the sole discretion of CWT, however. Additionally, from time to time, CWT
reviews its benefits programs, policies and practices and may amend or change them at its
discretion and without advance notice.




 









 





ORIENTATION



As a new employee, you will attend a new employment orientation on your first day of employment as
an introduction to the company and the various benefits, programs policies and procedures you can
expect while employed at CWT (and as are further set forth above). A further purpose of the
orientation shall be to ensure that you understand the company’s strict rules concerning the
non-dissemination of trade secrets, the trade secrets of and password protection policy employed by
CWT and its affiliated companies, Resource Recovery Corporation (“RRC”), Renewable Environmental
Solution, LLC (“RES”) Thermo Depolymerization Process, LLC (“TDP- LLC”) and any future subsidiary
or affiliate of CWT (collectively, “Subsidiaries and Affiliates”) in order to protect their
intellectual property rights, the maintenance of client and third party confidences and our
strictly enforced non-circumvention policy.




ADDITIONAL CONDITIONS



By executing this document and the accompanying riders you agree that if, in CWT’s sole discretion,
you have been granted stock options, your purchase of stock in CWT (in the event that you decide to
exercise such option) shall be subject to all applicable corporate by-laws, state and Federal
securities laws, resolutions by CWT’s Board of Directors, CWT’s shareholders’ agreement as it may
exist at the time of your purchase, the agreement granting you options as well as any option plan
which may be in effect from time to time. You will provide services to CWT, its Subsidiaries and
Affiliates, and any of its third party client entities or individuals promptly and in accordance
with all applicable work rules pertaining to working hours, holiday and other schedules, security
requirements and other policies of CWT, its Subsidiaries and Affiliates, and/or any of its clients
for whom you may be asked to render services. By execution of this Contract, you agree to provide
your services to CWT, or any of its Subsidiaries and Affiliates, as directed from time to time by
the management of CWT. Likewise, you understand that you may receive your remuneration from one of
CWT’s Subsidiaries or Affiliates and not CWT itself.



During the term of the Contract, you shall not engage in any activity to the detriment of CWT, its
Subsidiaries and Affiliates, and, by way of illustration and not as a limitation, you shall not
discuss with any client or potential client of Company or any provider of services or equipment to
CWT, its Subsidiaries and Affiliates, any plans by you or any other employee, agent, independent
contractor, supplier or partner of CWT, its Subsidiaries and Affiliates to end his/her business
relationship with CWT, its Subsidiaries and Affiliates. Further, you will (a) devote your best
energies to the business of CWT, its Subsidiaries and Affiliates and diligently perform all duties
incident to your business relationship with CWT, its Subsidiaries and Affiliates, (b) use your best
efforts to promote the interests and goodwill of CWT, its Subsidiaries and Affiliates and (c)
perform such other duties commensurate with your office as CWT may from time to time assign you.




 









 





EMPLOYMENT AT WILL



While you shall be treated as an employee for income tax purposes, nothing contained in this
Agreement (nor in the accompanying riders) is intended to create any relationship between you and
CWT other than that of an AT- WILL employee. CWT expressly reserves the right to terminate the
employment relationship at any time with or without cause. Likewise, you are free to terminate your
employment at any time on two (2) weeks prior written notice. Moreover by executing this agreement
you acknowledge that any compensation that you receive from CWT shall constitute salary and not
wages, within the meaning of any applicable wage-related laws, statutes or regulations.



Notwithstanding the at-will nature of your employment relationship with CWT, this document and the
accompanying riders impose certain restrictions on you, in terms of the maintenance of proprietary
and competitive information to which you may be exposed, as well as restricting your ability to
otherwise gain an unfair advantage through your relationship with CWT, its Subsidiaries and
Affiliates and/or any of its clients. Accordingly, it is recommended that you have a lawyer review
with you your obligations under this document and the accompanying riders prior to executing them.




CHOICE OF LAW AND JURISDICTION



This agreement and each at the accompanying riders (collectively, the “Contract”) contain the
entire terms of the parties’ agreement concerning employment and shall be governed by, and in
accordance with, the laws of the state of New York and the employee expressly consents to the
jurisdiction of the Courts of New York for the determination of any controversy arising hereunder
and/or under the accompanying riders.



We sincerely believe that this offer will provide you a challenging opportunity, one that will be
professionally and personally satisfying for you.



Please sign both copies of this letter agreement, as well as the two copies of each of the
accompanying riders and return one fully executed copy of each of the two documents in the envelope
provided.



This offer is subject to approval of the Board of Directors of CWT.




WELCOME TO CHANGING WORLD TECHNOLOGIES, INC




Signature page follows




 









 





Sincerely,




	 	 	 	 	 	 	 
	Changing World Technologies, Inc.	 	 
	 
	 	 	 	 	 	 
	BY:
	 	/s/ Brian S. Appel	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Brian S. Appel	 	 
	 

	 	Title:	 	CEO	 	 
	 
	 	 	 	 	 	 
	Accepted By:	 	/s/ Joseph P. Synnott	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Joseph P. Synnott	 	 
	 
	 	 	 	 	 	 
	Date:

	 	8/13/2008	 	 
	 	 	 	 	 






 












 






 




    Changing World
    Technologies, Inc.: Performance Bonus Criteria for Joseph P.
    Synnott





    
    





 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
    Goal

    
	
 
	
 
	
    Bonus

    
	
 
	
 
	
 
	
 
	
 
	
    Time

    
	
 
	
 
	
 

	
    Goal #
	
 
	
 
	
    Weight
	
 
	
 
	
    Weight
	
 
	
 
	
    Description
	
 
	
 
	
    Period i

	
 
	
 
	
    Comments

	

    1


	
 
	
 
	
    25%
	
 
	
 
	
    12.5%
	
 
	
 
	
    Execution of financeable definitive
    documentation ii

    for the construction of one additional TCP plant.
	
 
	
 
	
    Annual
	
 
	
 
	

• Legally and commercially complete executed documents.




• Will support financing of project on either standalone basis or as part of corporate facility.




• Documents support commencement of construction in a timely manner.



	

    2


	
 
	
 
	
    25%
	
 
	
 
	
    12.5%
	
 
	
 
	
    Supervision of grant and similar facilities.
	
 
	
 
	
    Annual
	
 
	
 
	

• Compliance with all material obligations for existing grants.




• on time and complete delivery of all reporting requirements to outside reviewers.




• Identification of additional/new funding sources and timely submission of applications as appropriate.



	

    3


	
 
	
 
	
    25%
	
 
	
 
	
    12.5%
	
 
	
 
	
    Joint Ventures/Licensing
	
 
	
 
	
    Annual
	
 
	
 
	

• Maintenance of existing relationships with partners including performance and monitoring revenue receipt.




• Identification and harvesting of additional potential partners.




• Development of JV/licensing Implementation Plan.



	

    4


	
 
	
 
	
    25%
	
 
	
 
	
    12.5%
	
 
	
 
	
    Management and Development Function
	
 
	
 
	
    Annual
	
 
	
 
	

• Performance within Budget.




• On-time delivery of functional commitments.




• Compliance with organizational procedures and policies.




• Maintenance of appropriate relationship with other functional areas.



	

    Total


	
 
	
 
	
    100%
	
 
	
 
	
    50%
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    5


	
 
	
 
	
    25%
	
 
	
 
	
    12.5%
	
 
	
 
	
    Execution of financeable definitive documentation for the
    construction of a second additional TCP plant within the
    applicable year.
	
 
	
 
	
    Annual
	
 
	
 
	
    See goal #1 for criteria.

	
    Maximum

    Total
	
 
	
 
	
    125%
	
 
	
 
	
    62.5%
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 











 


			
	
    i		
    Assumption: goals cover a period of
    one year from the start of employment. If company’s bonus
    program is on a calendar year basis, objectives will need to be
    reviewed and possibly revised.
    





 


			
	
    ii		
    Need to determine the scope of
    “documents”. Is the scope as customary documents
    related to site control, community hosting (including tax and
    other incentives), access, input procurement and output sales,
    etc. or does it include permits, construction, major equipment
    procurement, operations, etc.