ECHO AUTOMOTIVE, INC., 10-KA 


Exhibit 10.22 





Friday, June 29th, 2012 


Dear Patrick,


We are very pleased to present to you this Offer of Employment with
Echo Automotive per the terms defined below. We trust that your knowledge,
skills and experience will be among our most valuable assets. This agreement
will be replaced by a more comprehensive employment agreement detailing the
following terms in greater detail. In addition, we will need to work together
to better structure the terms below to meet the requirements of all parties.


Should you accept this job offer, per company policy you’ll be eligible
to receive the following beginning on your hire date.


	
  

 	
  

 
	
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 Official Hire Date: July 1st, 2012.

 
	
  

 	
  

 
	
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 Title and Location: Initially, Employee will have the
 title of COO, Managing Director and report to the CEO. TBD Office,
 Scottsdale, Arizona.

 
	
  

 	
  

 
	
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 Base Salary: Annual gross starting salary of
 $120,000, paid in biweekly installments. This compensation package will be
 reviewed by the board within the first 6 months of employment where they will
 evaluate in good faith salary and other compensation based on value creation
 of employee.

 
	
  

 	
  

 
	
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 Performance
 Bonuses/Commissions: Uncapped target $120,000. The performance criteria
 by which you will be measured by compensated will be negotiated in good faith
 between you and the company and memorialized in writing with the initial goal
 of growing enterprise value.

 
	
  

 	
  

 
	
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 Stock Options: You will be granted no less than
 1,500,000 stock options within 90 days of your hire date. The strike price of
 these options will not exceed 10% of the share value at the time of the
 grant, which in no event will exceed $0.05 per share. These shares will vest
 as follows:

 
	
  

 	
 125,000 at the time of signing

 375,000 will vest quarterly over the first year.

 333,000 will vest quarterly over the second year

 333,000 will vest quarterly over the third year

 333,000 will vest quarterly over the forth year

 
	
  

 	
  

 
	
  

 	
 In the event that
 employee is terminated without cause within the first 12 months of
 employment, an amount equal to one-half of the unvested portion of the first
 year shares (a portion of the 375,000) will immediately vest.

 
	
  

 	
  

 
	
  

 	
 These shares will
 be subject to the standard Echo Automotive voting rights agreement.

 
	
  

 	
  

 
	
 •

 	
 Employee Benefits: Standard, Echo Automotive
 provided benefits for salaried-exempt employees, including the following.

 


9909 N. 126th St, Scottsdale,
Arizona 85260

www.echoautomotive.com









     


	



    	 



    
 






	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Annual Stock
 Options as defined in this agreement

 
	
  

 	
 •

 	
 Health care Fixed
 Reimbursement (as agreed to in a separate agreement)

 
	
  

 	
 •

 	
 Sick leave

 
	
  

 	
 •

 	
 Vacation and Personal Daus 

 
	
  

 	
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 Cell Phone Reimbursement

 
	
  

 	
 •

 	
 4 Week PTO Accrued

 
	
  

 	
 •

 	
 Max 8 Week per 12 No. carry over

 
	
  

 	
 •

 	
 2 Weeks PTO issued upon hire

 
	
  

 	
  

 	
  

 
	
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 Severance: In the event you are terminated
 without cause, for any reason, you will receive a severance package providing
 6 months of base salary. This term may be modified if agreed to in writing by
 both parties.

 
	
  

 	
  

 	
  

 
	
 •

 	
 Additional
 Obligations: You will be required to execute any standard employee related
 documentation such as our standard stock option plan, standard non-disclosure
 agreement and standard non-compete/non-solicitation agreements. In addition,
 you agree not to seek other employment prior to your official hire date.

 
	
  

 	
  

 	
  

 
	
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 Consulting
 Agreement: In conjunction to this employment offer, both parties will work
 together in good faith to memorialize a separate consulting agreement between
 Echo and a mutually agreed to company, owned by Employee, to provide
 additional services such as environmental awareness, business development and
 sales support. The terms of this agreement will include a ramped monthly cost
 beginning at $7,500 and not to exceed $10,000 per month. Both parties will
 work in good faith to define this agreement within the next fifteen (15)
 calendar days. Included in this agreement will be a term that will allow for
 such consulting fees to accrue for up to a 3 months.

 



Please confirm your acceptance of this offer by signing agreement and
emailing it to dkennedy@echoautomotive.com no later than 10 days from
the receipt of this letter.


Please note that by signing this offer of employment you confirm your
ability to perform the job as per the job description discussed during your
interview and which will be reflected in your Contract of Employment. We
sincerely look forward to working with you.


Yours faithfully,


	
  

 	
  

 
	
 

 
	 

 	
  

 
	
 Wm. Daniel Kennedy

 
	
 CEO

 



Agreed to and accepted:


	
  

 	
  

 
	
 

 	
  

 
	 

 	
  

 
	
 PATRICK VAN DEN BOSSCHE

 	
  

 



Note: Once this employment offer letter
is signed by the applicant and returned within the stipulated time, it may
become binding upon the employer.


9909 N. 126th St, Scottsdale, Arizona 85260

www.echoautomotive.com