U.S. Geothermal Inc.: Exhibit 10.2 - Filed by newsfilecorp.com





ENGAGEMENT AGREEMENT FOR EXECUTIVE

MANAGEMENT ADVISORY SERVICES

This AGREEMENT made and dated as of the 19th day of
April, 2013.

BETWEEN:

U.S. GEOTHERMAL INC.

(the "Company")

AND:

DANIEL KUNZ & Associates LLC


(the "Advisor") 

WHEREAS:

A. Advisor is a consultant and is acting as an independent
contractor, with obligations owing solely to the Company and not in any other
capacity;

B. Advisor has significant history with the Company, experience
in public company management, capital raising, project funding, and the skills
desired by the Company to assist in providing executive management advisory
services to the new CEO;

C. Advisor will be guided by the Confidentiality provisions of
this agreement; and,

D. The Company and the Advisor (the “Parties”) wish to
enter into an engagement agreement for Executive Management Advisory services
(this “Agreement”).

     NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the forgoing recitals and of the mutual
covenants, agreements and representations contained herein and other valuable
consideration given by each party hereto to the other, the receipt and
sufficiency of which are hereby acknowledged by each of the Parties, the Parties
hereby agree as follows:

	1. 	
      DEFINITIONS

	 	 
	1.1 	
      Unless otherwise defined in the body of this Agreement,
      defined terms have the meanings ascribed to them in Schedule "A" of this
      Agreement.

	 	 
	2. 	
      ENGAGEMENT







2.1 Position. The Company agrees to
employ the Advisor as Senior Advisor of the Company. The Advisor shall report
directly to the Chief Executive Officer (the “CEO”) and in his absence the
Chairman of the Board of Directors. The Advisor shall perform, observe and
conform to such duties and instructions as from time to time are lawfully
assigned or communicated to the Advisor on behalf of the Company by the CEO and
on behalf of such affiliated companies designated by the Company as requiring
the services of the Advisor and as are consistent with his position. Without
limiting the foregoing, it is currently anticipated that the Advisor may be
specifically tasked in writing by the CEO to assist with the financing and
development of the Company’s El Ceibillo project in Guatemala (“El Ceibillo”)
and the Company’s San Emidio Unit 2 project in Nevada (“San Emidio Unit 2”). It
is agreed that the Advisor’s engagement hereunder shall constitute sixty (60)
hours per month of the services of Daniel Kunz, which shall be devoted
exclusively for the benefit of the Company. 

2.2 Services. During the term of
this Agreement the Advisor shall:

	 	(a) 	
      well and faithfully serve the Company and use his best
      efforts to promote the best interests of the Company;

	 	 	 
	 	(b) 	
      unless prevented by ill health or injury, devote a
      portion of his working time and attention to the business of the Company;
      and

	 	 	 
	 	(c) 	
      comply in all material respects with any Company policies
      that may apply to the Advisor from time to time.



2.3 Term. The term of this
Agreement shall be effective April 19, 2013 (the "Effective Date") and
shall remain in full force and effect until the earlier of April 18, 2014 or
until terminated in accordance with Section 4 of this Agreement or renewed by
agreement of both parties.

3. COMPENSATION AND BENEFITS

3.1 Retainer. The Company shall pay
to the Advisor $12,400.00 ("Retainer") per month for every month during
which this Agreement remains in effect, payable within two (2) weeks following
the end of each month, or on such other basis as mutually agreed between the
Company and the Advisor.

3.2 Performance Bonus.

	 	(a) 	
      If the Advisor is specifically tasked in writing by the
      CEO to provide consulting services relating to the financing and
      development of El Ceibillo, the Advisor shall be paid, in addition to the
      above Retainer, a performance bonus in the amount of $275,000 for the
      satisfactory provision of such services upon the commencement of project
      production well drilling at El Ceibillo (the “El Ceibillo Event”),
      provided the El Ceibillo Event occurs during the term of this Agreement,
      or within 12 months after the termination of this Agreement other than for
      Cause.








	 	(b) 	
      If the Advisor is specifically tasked in writing by the
      CEO to provide consulting services relating to the financing and
      development of San Emidio Unit 2, the Advisor shall be paid, in addition
      to the above Retainer, a performance bonus in the amount of $275,000 for
      the satisfactory provision of such services upon the execution of an
      engineering, procurement and construction agreement for the completion of
      San Emidio Unit 2 (the “San Emidio Unit 2 Event”), provided the San Emidio
      Unit 2 Event occurs during the term of this Agreement, or within 12 months
      after the termination of this Agreement other than for
  Cause.



3.3 Stock Options. The Parties
acknowledge that Daniel Kunz shall be eligible for awards of stock options of
the Company’s common stock in accordance with the Company’s 2009 Stock Incentive
Plan at the complete discretion of the Board, provided that no stock options
shall be granted for activities under section 3.2.

3.4 Health Care Benefits. Parties
acknowledge that Daniel Kunz will not be eligible to continue participation in
the Company’s Health Care Benefits. If Daniel Kunz elects continuance of the
Health Care Benefits within the provisions of COBRA on a timely basis, and makes
the premium payments thereafter, the Company shall reimburse fifty percent (50%)
of Daniel Kunz’s actual cost of the COBRA premium. The Company will provide
reimbursement within 15 days of receiving Daniel Kunz’s COBRA premium expenses.
This Section 3.4 does not create a requirement that the Company provide health
care coverage beyond what it is required to provide within the provisions of
COBRA. 

3.5 Expenses. The Advisor shall be
reimbursed by the Company for all reasonable incidental, or CEO pre-approved,
expenses incurred in connection with the Advisor's engagement within a
reasonable time after receipt of the appropriate invoice or other documentation
reasonably required by the Company related to such expenses.

3.6 Signing Bonus. Upon execution of this
agreement Advisor shall be paid a bonus in the amount of one hundred twenty-five
thousand dollars ($125,000).

4. TERMINATION OF AGREEMENT AND ENGAGEMENT

4.1 Termination by Company. This Agreement
and the Advisor’s engagement may be terminated by the Company summarily and
without notice, payment in lieu of notice, severance payments, benefits, damages
or any sums whatsoever, for Cause. 

4.2 In the event of the early termination of the
Agreement for any reason set out in Section 4.1 above, the Advisor shall only be
entitled to such compensation as would otherwise be payable to the Advisor
hereunder up to and including such date of termination, as the case may be. 

4.3 This Agreement and the Advisor's engagement may be
terminated on notice by the Company to the Advisor for any reason other than for
the reasons set out in Section 4.1 above of this Agreement upon one month notice
to the Advisor. In the event that Advisor’s engagement is terminated by Company
without Cause, Advisor shall be entitled to receive a lump sum payment in an
amount equal to the balance of payments due under the term of the contract of
Advisor’s base annual Retainer as set forth under Section 3.1. Any payments made
under this Section 4.3, will be paid within 60 days of the date of termination. 




4.4 If this Agreement is terminated in accordance with
Section 4, the Company will continue to pay the reimbursements in accordance
with Section 3.4 as if the agreement had not been terminated. Nothing in this
Section 4.4 will require the Company to reimburse Mr. Kunz at greater amounts or
for a longer period of time than would have been required under Section 3.4.

5. CONFIDENTIAL INFORMATION

5.1 The Advisor acknowledges that, by reason of the
Advisor's engagement by the Company, the Advisor will have access to
Confidential Information of the Company that the Company has spent time, effort
and money to develop and acquire. For the purposes of this Agreement any
reference to the "Company" shall mean the Company, and such respective
affiliates and subsidiaries as may exist from time to time.

5.2 The Advisor acknowledges that the Confidential
Information is a valuable and unique asset of the Company and that the
Confidential Information is and will remain the exclusive property of the
Company.

5.3 The Advisor agrees to maintain securely and hold in
strict confidence all Confidential Information received, acquired or developed
by the Advisor or disclosed to the Advisor as a result of or in connection with
the Advisor's engagement with the Company. The Advisor agrees that, both during
his engagement with the Company and after the termination of his engagement with
the Advisor, the Advisor will not, directly or indirectly, divulge, communicate,
use, copy or disclose or permit others to use, copy or disclose, any
Confidential Information to any person, except as such disclosure or use is
required to perform his duties hereunder or as may be consented to by prior
written authorization of the Company.

5.4 The obligation of confidentiality imposed by this
Agreement shall not apply to information that appears in issued patents or
printed publications, that otherwise becomes generally known in the industry
through no act of the Advisor in breach of this Agreement, or that is required
to be disclosed by court order or applicable law.

5.5 The Advisor understands that the Company has from
time to time in its possession information belonging to third parties or which
is claimed by third parties to be confidential or proprietary and which the
Company has agreed to keep confidential. The Advisor agrees that all such
information shall be Confidential Information for the purposes of this
Agreement.

5.6 The Advisor agrees that documents, copies, records
and other property or materials made or received by the Advisor that pertain to
the business and affairs of the Company, including all Confidential Information
which is in the Advisor's possession or under the Advisor's control are the
property of the Company and that the Advisor will return same and any copies of
same to the Company immediately upon termination of the Advisor's engagement or
at any time upon the request of the Company.




6. RESTRICTED ACTIVITIES

6.1 Restriction on Competition. The
  Advisor covenants and agrees with the Company that the Advisor will not, without
  the prior written consent of the Company, at any time during its engagement or
  for a period of twelve (12) months following the termination of the Advisor's
  engagement, for any reason, either individually or in partnership or in
  conjunction with any person, whether as principal, agent, shareholder, director,
  officer, employee, investor, or in any other manner whatsoever, directly or
  indirectly, advise, manage, carry on, be engaged in, own or lend money to, or
  permit the Advisor's name or any part thereof to be used or employed by any
  person managing, carrying on or engaged in a geothermal business anywhere in
  Oregon, Idaho, Nevada, California, or the Republic of Guatemala or other
  jurisdiction in which the Company is carrying on active business which is in
  direct competition with the business of the Company or its subsidiaries.

6.2 Restriction on Solicitation.
The Advisor shall not, at any time during its engagement under this
Agreement or for a period of twelve (12) months after the termination of the
Advisor's engagement under this Agreement, for any reason, without the prior
written consent of the Company, for his account or jointly with another, either
directly or indirectly, for or on behalf of the Advisor or any individual,
partnership, corporation or other legal entity, as principal, agent, employee or
otherwise, solicit, influence, entice or induce, attempt to solicit, influence,
entice or induce:

	 	(a) 	
      any person who is employed by the Company to leave such
      engagement; or

	 	 	 
	 	(b) 	
      any person, firm or corporation whatsoever, who is or was
      at any time in the last twelve (12) months of the Advisor's engagement
      under this Agreement a customer or supplier of the Company or any
      affiliate or subsidiary of the Company, to cease its relationship with the
      Company or any affiliate or subsidiary of the
Company.



6.3 Restriction on Change of Control
Activities

     (a) The Advisor agrees that
during the term of this Agreement (the “Standstill Period”) neither it nor any
of its Affiliates or Associates (as such terms are defined in Regulation 14A
under the Securities Exchange Act of 1934, as amended or the rules or
regulations thereunder (the “Exchange Act”)) under its control or direction
will, and it will cause each of its Affiliates and Associates under its control
not to, directly or indirectly, in any manner: 

          (i)
alone or with others, control, seek to control or seek representation on the
Board; 

          (ii)
engage in any solicitation of proxies or consents or become a “participant” in a
“solicitation” as such terms are defined in Regulation 14A under the Exchange
Act of proxies or consents (including, without limitation, any solicitation of
consents to call a special meeting of stockholders), in each case, with respect
to securities of the Company; 

          (iii)
seek to advise, encourage, support or influence any Person with respect to the
voting or disposition of any securities of the Company at any annual or special
meeting of stockholders (unless acting at the request of the Board); 




          (iv)
seek or encourage any Person to submit nominations in furtherance of a
“contested solicitation,” or take other applicable action, for the election or
removal of directors with respect to the Company; 

          (v) (A)
make any proposal for consideration by stockholders at any annual or special
meeting of stockholders of the Company, (B) make any offer or proposal (with or
without conditions) with respect to a merger, acquisition, disposition or other
business combination involving Advisor and the Company, or encourage, initiate
or support any other third party in any such related activity or (C) make any
public communication in opposition to any Company acquisition or disposition
activity approved by the Board; 

          (vi)
form, join or in any way participate in any “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) with respect to the Common Stock;
provided, however, that nothing herein shall limit the ability of an
Affiliate of the Advisor to join the “group” following the execution of this
Agreement, so long as any such Affiliate agrees to be bound by the terms and
conditions of this Agreement; 

          (vii)
deposit any Common Stock in any voting trust or subject any Common Stock to any
arrangement or agreement with respect to the voting of any Common Stock, other
than any such voting trust, arrangement or agreement solely by the Advisor; or


          (viii)
make any request or submit any proposal to amend the terms of this Agreement
other than through non-public communications with the Company that would not be
reasonably determined to trigger public disclosure obligations for any Party.


     (b) Except as expressly provided in
Section 6.3(a), the Advisor shall be entitled to: 

          (i) vote
its shares on any other proposal duly brought before an annual or special
meeting as the Advisor determines in its sole discretion; or 

          (ii)
disclose, publicly or otherwise, how it intends to vote or act with respect to
any securities of the Company, any stockholder proposal or other matter to be
voted on by the stockholders of the Company and the reasons therefore;
provided that, as applicable, all such activity is in compliance with the
requirements of Section 6.3(a). 

7. ENFORCEMENT

7.1 The Advisor acknowledges and agrees that the
covenants and obligations under this Agreement, including Sections 5 and 6, are
reasonable, necessary and fundamental to the protection of the Company's
business interests, and the Advisor acknowledges and agrees that any breach of
this Agreement by the Advisor would result in irreparable harm to the Company
and loss and damage to the Company for which the Company could not be adequately
compensated by an award of monetary damages. Accordingly, the Advisor agrees
that, in the event the Advisor violates any of the restrictions referred to this
Agreement and in particular in Sections 5 or 6, the Company shall suffer
irreparable harm and shall be entitled to preliminary and permanent injunctive
relief and any other remedies in law or in equity which the court deems fit in
addition to rights the Company may have to damages arising from said breach or
threat of breach.




8. REPRESENTATIONS AND WARRANTIES

     The Advisor represents and
warrants to the Company that the execution and performance of this Agreement
will not result in or constitute a default, breach, or violation, or an event
that, with notice or lapse of time or both, would be a default, breach, or
violation, of any understating, agreement or commitment, written or oral,
express or implied, to which the Advisor is currently a party or by which the
Advisor or the Advisor’s property is currently bound. 

     The Advisor represents and
warrants to the Company that the Advisor is free to enter into this Agreement
and has no contract, commitment, arrangement or understanding to or with any
party that restrains or is in conflict with the Advisor’s performance of the
covenants, services and duties provided for in this Agreement. The Advisor
agrees to indemnify the Company and hold it harmless against any and all
liabilities or claims arising out of any unauthorized act or acts by the Advisor
that, the forgoing representation and warranty to the contrary notwithstanding,
are in violation, or constitute a breach, of any such contract, commitment,
arrangement or understanding. 

     The Advisor acknowledges and
agrees that the Company has made no representations or warranties with respect
to the tax consequences of any of the payments or other consideration provided
by the Company to the Advisor under the terms of this Agreement, and that
Advisor is solely responsible for the Advisor’s compliance with any and all laws
applicable to such payments or other consideration.

     The Company may take such action
as it deems appropriate to insure that all applicable federal, state, city and
other payroll, withholding, income or other taxes arising from any compensation,
benefit or any other payments made pursuant to this Agreement, or any other
contract, agreement or understanding that relates, in whole or in part, to the
Advisor’s engagement with the Company, are withheld or collected from the
Advisor.

9. GENERAL PROVISIONS

9.1 Cooperation and Assistance. The
Advisor agrees that it shall, both during the term of this Agreement and
thereafter, fully co-operate with and assist the Company in the resolution of
complaints, claims or disputes against the Company, including without limitation
civil, criminal or regulatory proceedings.

9.2 Severability. If any provision
of this Agreement is declared unenforceable or invalid for any reason
whatsoever, such unenforceability or invalidity shall not affect the
enforceability or validity of any remaining portion of this Agreement, which
remaining portion shall remain in full force and effect with such unenforceable
or invalid provisions shall be severed from the remainder of this Agreement.

9.3 Survival. The Company and the
Advisor expressly acknowledge and agree that the provisions of this Agreement,
which by their express or implied terms extend beyond the termination of the
Advisor's engagement hereunder, or beyond the termination of this Agreement,
shall continue in full force and effect notwithstanding the termination of the
Advisor's engagement or the termination of this Agreement for any reason.




9.4 Effect of Agreement. The
provisions of this Agreement constitute the entire engagement agreement between
the Parties and it supersedes and cancels all previous communications,
representations and agreements, whether oral or written, between the Parties
with respect to the Advisor's engagement by the Company including the most
recent employment agreement with Daniel Kunz (the “Original Agreement”).
In consideration of the Company entering into this Engagement Agreement, the
Advisor hereby remises, releases and forever discharges the Company from any and
all claims, liability, actions or causes of actions arising or which may arise
now or hereafter in connection with any claim by the Advisor in respect of any
prior written or oral engagement contracts or arrangements between the Advisor
and Company that pre-date the date of execution of this Engagement Agreement
including the Original Agreement.

9.5 Amendment. This Agreement may
not be amended or modified except by written instrument signed by the Company
and the Advisor.

9.6 Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Idaho and the federal laws of United States applicable therein, which shall be
deemed to be the proper law hereof. The Parties hereby attorn to and submit to
the jurisdiction of the courts of Idaho.

9.7 Enurement. This Agreement shall
enure to the benefit of and be binding upon the Parties hereto and their
respective heirs, executors, administrators, successors, personal
representatives and permitted assigns.

9.8 Affiliated Corporations. The
Advisor acknowledges and agrees that all of the Advisor's covenants and
obligations to the Company, as well as the rights of the Company under this
Agreement, shall run in favor of and shall be enforceable by the parent,
subsidiary and affiliated companies of the Company. The Advisor acknowledges
that notwithstanding references in this Agreement to affiliated companies of the
Company, this Agreement is between the Advisor and the Company.

9.9 Legal Advice. The Advisor
acknowledges this Agreement has been prepared by the Company and that the
Advisor has had sufficient time to review this Agreement thoroughly, including
enough time to obtain independent legal advice concerning the interpretation and
effect of this Agreement to its execution. By signing these documents, the
Advisor represents and warrants that its authorized representative has read and
understood this Agreement and that such representative executes it on behalf of
the Advisor of his own free will and act.

[signature page follows]




     IN WITNESS WHEREOF the
Parties hereto have duly executed this agreement as of the day and year first
above written.

	  	 	U.S. GEOTHERMAL INC. 
	  	  	  
	  	  	  
	  	  	  
	  	 	/s/ John H. Walker 
	  	 	John H. Walker 
	  	 	Chairman of the Board 
	  	  	  
	SIGNED, SEALED AND DELIVERED in 	) 	  
	the presence of: 	) 	  
	  	) 	DANIEL KUNZ & Associates
    LLC 
	  	) 	  
	  	) 	  
	/s/ Carol Kunz 	) 	  
	Witness 	)	/s/ Daniel Kunz 
	  	) 	Name: Daniel Kunz 
	Carol Kunz 	) 	Title: Member 
	Name 	) 	  
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	  	  
	Occupation 	  	  
	  	  	  
	  	  	  
	  	  	  
	Accepted and agreed: 	  	  
	  	  	  
	  	  	  
	  	  	  
	/s/ Daniel Kunz	  	  
	Daniel Kunz 	  	  







SCHEDULE "A"

DEFINITIONS

The following terms shall have the following definitions:

	(a) 	
      “Advisor” means Daniel Kunz & Associates LLC.
      Notwithstanding the foregoing, for purposes of Sections 5, 6, 7, 8 and 9
      of this Agreement, any reference to the “Advisor” shall mean Daniel Kunz
      & Associates LLC, Daniel Kunz in his individual capacity, and any of
      their respective Affiliates.

	 	 	 
	(b) 	
      “Affiliate” of a Person means any other Person
      that directly or indirectly, through one or more intermediaries, controls,
      is controlled by, or is under common control with, such Person. The term
      “control” (including the terms “controlled by” and “under common control
      with”) means the possession, directly or indirectly, of the power to
      direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

	 	 	 
	(c) 	
      "Board" means the Board of Directors of the
      Company;

	 	 	 
	(d) 	
      "Cause" has the meaning commonly ascribed to the
      phrase "cause" or "just cause for termination" at common law and, without
      limiting the foregoing, includes any of the following acts or
      omissions:

	 	 	 
		(i) 	
      the Advisor's gross default or misconduct during the
      Advisor's engagement in connection with or effecting the business of the
      Company;

	 	 	 
		(ii) 	
      the Advisor's continued refusal or willful misconduct to
      carry out the duties of his engagement after receiving written notice from
      the Company of the failure to do so and having had an opportunity to
      correct same within a reasonable period of time from the date of receipt
      of such notice;

	 	 	 
		(iii) 	
      theft, fraud, dishonesty or misconduct of the Advisor
      involving the property, business or affairs of the Company or in the
      carrying out of the duties of his engagement; or

	 	 	 
		(iv) 	
      any material breach of this Agreement including any
      breach Sections 5, 6, or 7 of this Agreement;

	 	 	 
		(v) 	
      the Advisor’s failure to carry out his duties hereunder
      in a competent and professional manner;

	 	 	 
		(vi) 	
      the Advisor’s appropriation of corporate opportunities
      for the Advisor’s direct or indirect benefit or his failure to disclose
      any material conflict of interest;

	 	 	 
		(vii) 	
      the Advisor’s plea of guilty to, or conviction of, an
      indictable offence once all appeals (if any) have been completed without
      such conviction having been reversed;








		(viii) 	
      the existence of cause for termination of the Advisor at
      common law including but not limited to cause related to fraud,
      dishonesty, illegality, breach of statute or regulation, or gross
      incompetence;

	 	 	 
		(ix) 	
      failure on the part of the Advisor to disclose material
      adverse facts concerning his business interests or engagement outside of
      his engagement by the Company, provided such facts relate to the Advisor’s
      duties hereunder;

	 	 	 
		(x) 	
      refusal on the part of the Advisor to follow the
      reasonable and lawful directions of the Company;

	 	 	 
		(xi) 	
      breach of fiduciary duty to the Company on the part of
      the Advisor;

	 	 	 
		(xii) 	
      material breach of this Agreement or gross negligence on
      the part of the Advisor in carrying out his duties under this Agreement;
      or

	 	 	 
		(xiii) 	
      the advisor’s failure to provide the hours of support
      noted in this Agreement.

	 	 	 
	(c) 	
      “COBRA” means the Consolidated Omnibus Budget
      Reconciliation Act (COBRA) that gives workers and their families who lose
      their health benefits the right to choose to continue group health
      benefits provided by their group health plan for limited periods of time
      under certain circumstances such as voluntary or involuntary job loss,
      reduction in the hours worked, transition between jobs, death, divorce,
      and other life event.

	 	 	 
	(d) 	
      "Confidential Information" means all trade
      secrets, proprietary information and other data or information (and any
      tangible evidence, record or representation thereof), whether prepared,
      conceived or developed by an employee of the Company (including the
      Advisor) or received by the Company from an outside source which is
      maintained in confidence by the Company or any of its employees,
      contractors or customers including, without limitation:

	 	 	 
		(i) 	
      any ideas, drawings, maps, improvements, know-how,
      research, geological records, drill logs, inventions, innovations,
      products, services, sales, scientific or other formulae, core samples,
      processes, methods, machines, procedures, tests, treatments, developments,
      technical data, designs, devices, patterns, concepts, computer programs or
      software, records, data, training or service manuals, plans for new or
      revised services or products or other plans, items or strategy methods on
      compilation of information, or works in process, or any inventions or
      parts thereof, and any and all revisions and improvements relating to any
      of the foregoing (in each case whether or not reduced to tangible form)
      that relate to the business or affairs of the Company or that result from
      its marketing, research and/or development activities;

	 	 	 
		(ii) 	
      any information relating to the relationship of the
      Company with any personnel, suppliers, principals, investors, contacts or
      prospects of the Company and any information relating to the requirements,
      specifications, proposals, orders, contracts or transactions of or with
      any such persons;








	 	(iii) 	
      any marketing material, plan or survey, business plan,
      opportunity or strategy, development plan or specification or business
      proposal, or any information relating to any geothermal projects in which
      the Company has an actual or potential interest;

	 	 	 
	 	(iv) 	
      financial information, including the Company's costs,
      financing or debt arrangements, income, profits, salaries or wages;
    and

	 	 	 
	 	(v) 	
      any information relating to the present or proposed
      business of the Company.




	(e) 	
      "Person" means an individual, partnership,
      association, company, body corporate, trustee, executor, administrator,
      legal representative and any national, provincial, state or municipal
      government; and

	 	 
	(f) 	
      "2009 Stock Incentive Plan" means the 2009 Stock
      Incentive Plan for U.S. Geothermal Inc. as amended from time to
    time.

	 	 
	(g) 	
      “Health Care Benefits” means U.S. Geothermal
      Inc.’s existing employee health and dental benefit plans as modified from
      time to time.