Exhibit 10.12


 





PACIFIC ETHANOL, INC.


 


EMPLOYMENT AGREEMENT


for


JAMES SNEED


 


This Employment
Agreement ("Agreement") by and between James Sneed ("Employee") and Pacific Ethanol, Inc. (the "Company")
(collectively, the "Parties") is effective as of the last date signed by the Parties.


 


WHEREAS,
the Company desires to employ Employee to provide personal services to the Company, and wishes to provide Employee with certain
compensation and benefits in return for his services;


 


WHEREAS,
Employee wishes to be employed by the Company and to provide personal services to the Company in return for certain compensation
and benefits; and


 


WHEREAS,
the Parties entered into an offer letter on or about September 3, 2012 setting forth certain terms of Employee's employment with
the Company and now seek to supersede and replace the offer letter with this Agreement;


 


Now,
THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and
between the parties hereto as follows:


 


1.       EMPLOYMENT BY THE COMPANY.


 


1.1Position.
Subject to terms and conditions set forth herein, the Company agrees to employ Employee in the position of Vice President,
Ethanol Supply and Trading and Employee hereby accepts such employment. During the term of Employee's employment with the
Company, Employee will devote Employee's best efforts and substantially all of Employee's business time and attention to the
business of the Company.


 


1.2Duties
and Location. Employee shall perform such duties as are customarily associated with Employee's then current title. Employee's
primary office location shall be in Peoria Illinois with the understanding that Employee's duties will also require Employee to
be present in the Sacramento office a substantial portion of the time. When in Peoria, Employee will work from his personal residence,
and the Company will issue provide the necessary computer and telecommunications equipment. The Company will reimburse Employee
for travel and living expenses associated with travel between Peoria and Sacramento and any other work-related travel expenses
pursuant to its regular business practice.


 





1.3Policies
and Procedures. The employment relationship between the parties shall be governed by the general employment policies and practices
of the Company, except that when the terms of this Agreement differ from or are in conflict with
the Company's general employment policies or practices, this Agreement shall control.


 






    	1



    	 



    

 





2.       COMPENSATION.


 


2.1Salary. For services to be rendered hereunder,
Employee shall receive a bi-weekly salary of $8,461.53, approximately $220,000 on an annualized basis (the "Base Salary"),
subject to standard payroll deductions and withholdings and payable in accordance with the Company's regular payroll schedule.
Employee's Base Salary shall be reviewed annually and may be increased as approved by the Company's Board of Directors (the "Board")
in its sole discretion.


 


2.2Annual Bonus. Beginning January 1, 2013, Employee
will be eligible to participate in the Kinergy Incentive plan which is an annual cash bonus program based on Kinergy financial
metrics. The details of the Kinergy incentive plan will be developed with your input and will require approval of the Executive
Committee and the Compensation Committee of the Board. However, you will be guaranteed a minimum annual bonus of $30,000 for the
performance year of 2013 to be paid concurrent with the bonus process for the rest of the Company (anticipated to be paid March
or April of 2014). Aside from the guaranteed bonus for 2013, whether any Annual Bonus will be awarded, and the amount of the Annual
Bonus awarded to Employee, shall be determined by the Board in its sole discretion based upon its consideration of both the Company's
performance and Employee's performance. Since the Annual Bonus (including the guaranteed 2013 bonus) is intended both to reward
past Company and Employee performance and to provide an incentive for Employee to remain with the Company, Employee must remain
an active employee through the date that any such Annual Bonus is paid to him in order to earn any such bonus. Employee will not
earn any Annual Bonus (including a prorated bonus) if Employee's employment terminates for any reason before the Annual Bonus is
paid to him. Any earned Annual Bonus shall be paid not later than March 15th of the year following the calendar year as to which
performance was measured.


 


2.3Sign-On Bonus. The Company has paid you a
lump of $75,000 (gross).


 


2.4 Employee Benefits, Stock Options, And Incentive
Compensation, And Other Compensation Plans And Programs. Employee shall
be entitled to participate in such of the Company's benefit and deferred compensation plans and programs as may be made available
to employees of the Company, including, without limitation, the Company's Long Term Incentive Plan, subject in each case to: (i)
the generally applicable terms and conditions of the applicable plan or program and to the determinations of the Board or other
person administering such plan or program, (ii) determinations by the Board or any such person as to whether and to what extent
Employee shall so participate or cease to participate, and (iii) amendment, modification or termination of any such plan or program
in the sole and absolute discretion of the Board.


 








    	2



    	 



    

 












3.CONFIDENTIAL INFORMATION OBLIGATIONS.


 


3.1Confidential
Information Agreement. As a condition of employment, Employee agrees to execute and abide by the Employee Confidential Information
and Inventions Agreement attached hereto as Exhibit A.


 


3.2Third
Party Agreements and Information. Employee represents and warrants that Employee's employment by the Company will not conflict
with any prior employment or consulting agreement or other agreement with any third party, and that Employee will perform Employee's
duties to the Company without violating any such agreement. Employee represents and warrants that Employee does not possess confidential
information arising out of prior employment, consulting, or other third party relationships, which would be used in connection
with Employee's employment by the Company, except as expressly authorized by that third party. During Employee's employment by
the Company, Employee will use in the performance of Employee's duties only information which is generally known and used by persons
with training and experience comparable to Employee's own, common knowledge in the industry, otherwise legally in the public domain,
or obtained or developed by the Company or by Employee in the course of Employee's work for the Company.


 


4.OUTSIDE
ACTIVITIES DURING EMPLOYMENT.


 


4.1Non-Company
Business. Except with the prior written consent of the Chief Executive Officer (in consultation with the General Counsel),
Employee will not during the term of Employee's employment with the Company undertake or engage in any other employment, occupation
or business enterprise, other than ones in which Employee is a passive investor. Notwithstanding the foregoing, Employee may continue
to manage certain rental properties and earn fees from consulting and tax return preparation as such activities have been described
to the Company so long as those activities do not materially interfere with the performance of Employee's duties hereunder. Employee
may also engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance
of Employee's duties hereunder.


 


4.2No
Adverse Interests. Employee agrees not to acquire, assume or participate in, directly or indirectly, any position, investment
or interest known by him to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise, except
as a passive investor in mutual or exchange traded funds.


 


5.TERMINATION
OF EMPLOYMENT.


 


5.1At-Will
Relationship. Employee's employment relationship is at-will. Either Employee or the Company may terminate the employment relationship
at any time, with or without Cause or advance notice.




 






    	3



    	 



    

 





5.2Termination
without Cause; Resignation for Good Reason. If, at any time, the Company terminates Employee's employment without Cause (as
defined herein), or Employee resigns with Good Reason (as defined herein), and Employee executes and delivers the Separation Date
Release of all claims set forth as Exhibit B hereto within the timeframe set forth therein and allows such release to become effective,
then the Company shall pay Employee severance in the form of continuation of Employee's Base Salary in effect on Employee's last
day of employment (the "Separation Date") for a period of nine (9) months after Employee's termination. This severance
shall be paid in substantially equal installments on the Company's regular payroll schedule (subject to standard deductions and
withholdings) over the nine (9) month period following the Separation Date; provided, however, that no payments will be made prior
to the effective date of the release of claims. On the first payroll date following the effective date of the release, the Company
will pay Employee the payments that Employee would have received on or prior to such date in a lump sum under the original schedule
but for the delay in effectiveness of the release, with the balance of the cash severance being paid as originally scheduled.


 


5.3Termination for Cause; Resignation. If the Company
terminates Employee's employment with the Company for Cause, or Employee resigns without Good Reason, then Employee will not be
entitled to any further compensation from the Company (other than accrued salary, and accrued and unused vacation, through Employee's
last day of employment), including severance pay, pay in lieu of notice or any other such compensation.


 


5.4Termination Due to Death or Disability.


 


(a)Death. This Agreement and Employee's
employment shall terminate immediately upon Employee's death and Employee's estate shall not be entitled to any further compensation
from the Company (other than accrued salary, and accrued and unused vacation, through Employee's last day of employment), including
severance pay, pay in lieu of notice or any other such compensation.


 


(b)Disability. If Employee is
prevented from performing his duties as described in Section 1.1 of this Agreement by reason of any physical or mental
incapacity that results in Employee's satisfaction of all requirements necessary to receive benefits under the Company's
long-term disability plan due to a total disability, then, to the extent permitted by law, the Company may terminate the
employment of Employee and this Agreement at or after such time. In such an event, and if Employee or someone authorized to
act on his behalf executes and delivers the Separation Date Release of all claims set forth as Exhibit B hereto within the
timeframe set forth therein and allows such release to become effective, then the Company shall pay Employee severance in the
form of continuation of Employee's Base Salary in effect on Employee's Separation Date for a period of nine (9) months after
Employee's termination. This severance shall be paid in substantially equal installments on the Company's regular payroll
schedule (subject to standard deductions and withholdings) over the nine (9) month period following the Separation Date;
provided, however, that no payments will be made prior to the effective date of the release of claims. On the first payroll
date following the effective date of the release, the Company will pay Employee the payments that Employee would have
received on or prior to such date in a lump sum under the original schedule but for the delay in effectiveness of the
release, with the balance of the cash severance being paid as originally scheduled. The severance benefits provided for in
this Section 5.4 shall be reduced by any amounts provided to Employee by any federal or state disability insurance
payments or benefits, and any private insurance disability payments or benefits, provided to Employee.






    	4



    	 



    






 





5.5Health Insurance. To the extent provided by the federal
continuation of coverage law or, if applicable, state laws of similar effect (collectively, "COBRA"), and by the Company's
then-current group health insurance policies, Employee may be eligible to continue Employee's then-current group health insurance
benefits at Employee's own expense after the termination of Employee's employment. Employee will be provided with a separate notice
describing Employee's rights and obligations under the applicable state and/or federal COBRA laws on or after the Separation Date.


 


5.6Deferred Compensation. Notwithstanding anything to
the contrary set forth herein, any payments and benefits provided under this Agreement (the "Severance Benefits") that
constitute "deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations and other guidance thereunder and any state law of similar effect (collectively "Section
409A") shall not commence in connection with Employee's termination of employment unless and until Employee has also incurred
a "separation from service" (as such term is defined in Treasury Regulation Section 1.409A-1(h) ("Separation From
Service"), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee
to incur the additional 20% tax under Section 409A.


 


It is intended that each installment of the
Severance Benefits payments provided for in this Agreement is a separate "payment" for purposes of Treasury Regulation
Section 1.409A2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this
Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury
Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9).


 


If Employee is a "specified employee"
within the meaning of 409A(a)(2)(B)(i) of the Code, any Severance Benefit payments that are triggered by a separation from service
shall be accelerated to the minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or
(z) six (6) months of such installment payments are paid no later than March 15 of the calendar year following such termination,
and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations and thus will be payable pursuant to the "short-term deferral" rule set forth in Section
1.409A-1(b)(4) of the Treasury Regulations. It is intended that if Employee is a "specified employee" within the meaning
of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance
with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Employee will either be payable pursuant to the
"short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations or will not be paid until
at least 6 months after separation from service.




 






    	5



    	 



    

 





Notwithstanding
any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior
to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. On the first regular payroll
pay day following the effective date of the Separation Date Release of all claims, the Company will pay Employee the Severance
Benefits Employee would otherwise have received under the Agreement on or prior to such date but for the delay in payment related
to the effectiveness of the release of claims, with the balance of the Severance Benefits being paid as originally scheduled. All
amounts payable under the Agreement will be subject to standard payroll taxes and deductions.


 


In the event that the payments or other benefits
provided for in this Agreement or otherwise payable to Employee (i) constitute "parachute payments" within the meaning
of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise
Tax"), then Employee's benefits under this Agreement shall be either (a) delivered in full, or (b) delivered to such lesser
extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the Code. If a reduction in payments or benefits constituting "parachute payments" is necessary pursuant
to the foregoing provision, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated
vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be reduced,
such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee's stock awards.


 


5.7No Mitigation. Employee shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the
amount of any payment provided for under this Agreement be reduced by any compensation earned by Employee as the result of employment
by another employer after the date of termination, or otherwise.


 


5.8Definitions.


 


(a)For purposes of this Agreement, "Cause"
shall mean any one or more of the following:


 


(i)Employee's indictment or conviction
of any felony or of any crime involving dishonesty;


 


(ii)Employee's
participation in any fraud or other act of willful misconduct against the Company (including any material breach of Company policy
that causes or reasonably could cause harm to the Company);


 


(iii)Employee's
refusal to comply with any lawful directive of the Company;




 






    	6



    	 



    

 





(iv)Employee's
material breach of Employee's fiduciary, statutory, contractual, or common law duties to the Company (including any material breach
of this Agreement or the Confidential Information and Inventions Agreement); or


 


(v)Conduct by
Employee which in the good faith and reasonable determination of the Board demonstrates gross unfitness to serve.


 


Provided, however, that in the event that any of the foregoing
events is reasonably capable of being cured, the Company shall, within twenty (20) days after the discovery of such event, provide
written notice to the Employee describing the nature of such event and Employee shall thereafter have ten (10) business days to
cure such event.


 


(b)For purposes of this Agreement,
Employee shall have "Good Reason" for Employee's resignation if: (w) any of the following occurs without Employee's
consent; (x) Employee notifies the Company in writing, within twenty (20) days after the occurrence of one of the following events
that Employee intends to terminate his employment no earlier than thirty (30) days after providing such notice; (y) the Company
does not cure such condition within thirty (30) days following its receipt of such notice or states unequivocally in writing that
it does not intend to attempt to cure such condition, and (z) the Employee resigns from employment within thirty (30) days following
the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do
so:


 


(i)the assignment
to Employee of any duties or responsibilities which result in the material diminution of Employee's authority, duties or responsibility;
provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of the acquiring
corporation will not by itself result in a material diminution of Employee's authority, duties or responsibility;


 


(ii)a material
reduction by the Company in Employee's annual base salary, except to the extent the base salaries of all other executive officers
of the Company are accordingly reduced;


 


(iii)a relocation
of Employee's place of work, or the Company's principal executive offices if Employee's principal office is at such offices, to
a location that increases Employee's daily one-way commute by more than thirty-five (35) miles; or


 


(iv)any material
breach by the Company of any material provision of this Agreement, including but not limited to Section 7.7.


 


6.ARBITRATION.




 





 






    	7



    	 



    

 





 


To ensure the timely and economical resolution
of disputes that may arise in connection with Employee's employment with the Company, Employee and the Company agree that any and
all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution,
or interpretation of this Agreement, Employee's employment, or the termination of Employee's employment, shall be
resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Sacramento,
California, conducted by JAMS under the then applicable JAMS rules. By agreeing to this arbitration procedure, both Employee
and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The
arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief
as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator's essential findings
and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Employee or
the Company would be entitled to seek in a court of law. The Company shall pay all JAMS' arbitration fees in excess of the amount
of court fees that would be required if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent
either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of
any such arbitration.


 


7.GENERAL PROVISIONS.


 


7.1Notices. Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by fax) or the next day
after sending by overnight carrier, to the Company at its primary office location and to Employee at his address as listed on the
Company payroll.


 


7.2Severability. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties.


 


7.3Waiver. Any waiver of any breach of any provisions
of this Agreement must be in writing to be effective, and it shall not thereby be deemed to have waived any preceding or succeeding
breach of the same or any other provision of this Agreement.


 


7.4Complete Agreement. This Agreement, including Exhibit
A, constitutes the entire agreement between Employee and the Company and it is the complete, final, and exclusive embodiment of
their agreement with regard to this subject matter. This Agreement supersedes and replaces the Offer Letter in its entirety and
the Offer Letter shall have no further force or effect. It is entered into without reliance on any promise or representation other
than those expressly contained herein, and it cannot be modified or amended except in a writing signed by the Employee and a duly
authorized officer of the Company.


 


7.5Counterparts. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute
one and the same Agreement.




 






    	8



    	 



    

 





7.6Headings. The headings of the
sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning
thereof.


 


7.7Successors and Assigns. This Agreement
is intended to bind and inure to the benefit of and be enforceable by Employee and the Company, and their respective successors,
assigns, heirs, executors and administrators, except that Employee may not assign any of his duties hereunder and he may not assign
any of his rights hereunder without the written consent of the Company, which shall not be withheld unreasonably. The Company
shall obtain the assumption of this Agreement by any successor or assign of the Company.


 


7.8Choice of Law. All questions concerning
the construction, validity and interpretation of this Agreement will be governed by the law of the State of California.


 


IN WITNESS WHEREOF, the parties have executed this Agreement.


 


	 	
        Pacific Ethanol, Inc.

         

        By: /s/ Neil M. Koehler

        Neil M. Koehler

        President and Chief Executive Officer

         

        Date: 11-12-2012

         



 


Understood and Agreed:


 


Employee


 


 


By: /s/ James Sneed


     James Sneed


 


Date:
11-12-2012






    	9



    	 



    

 


 





EXHIBIT A


 


CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT


 


 


 


 


 






    	10



    	 



    

 









 





EMPLOYEE CONFIDENTIAL
INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT




 





In consideration of my
employment or continued employment by Pacific Ethanol, Inc. ("Company"), and the compensation paid to me now and during
my employment with the Company, 1 agree to the terms of this Agreement as follows:




 





EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS
ASSIGNMENT AGREEMENT


 


In consideration of my employment or continued employment by Pacific
Ethanol, Inc. ("Company"), and the compensation paid to me now and during my employment with the Company, 1 agree to
the terms of this Agreement as follows:


 


1. CONFIDENTIAL INFORMATION PROTECTIONS.


 


1.1Nondisclosure; Recognition of Company's Rights. At
all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any of
Company's Confidential Information (defined below) except as may be required in connection with my work for Company, or as expressly
authorized by the Chief Executive Officer (the "CEO") of Company. I will obtain the CEO's written approval before publishing
or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company and/or incorporates
any Confidential Information. I hereby assign to Company any rights I may have or acquire in any and all Confidential Information
and recognize that all Confidential information shall be the sole and exclusive property of Company and its assigns.


 


1.2Confidential Information. The term "Confidential
Information" shall mean any and all confidential knowledge, data or information related to Company's business or its actual
or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes,
computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries,
developments, designs, and techniques; (b) information products, services, plans for research and development, marketing and business
plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation
of Company's employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions,
negotiations, or agreements between Company and any third party.


 


1.3Third Party Information. I understand that Company
has received and in the future will receive from third parties confidential or proprietary information ("Third Party') subject
to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.
During and after the term of my employment, I will hold Third Party Information in strict confidence and will not disclose to anyone
(other than Company personnel who need to know such information in connection with their work for Company) or use, Third Party
Information, except in connection with my work for Company or unless expressly authorized by an officer of Company in writing.


 


1.4No Improper Use of Information of Prior Employers and
Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including
any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me prior to my employment
by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in
conflict with my obligations under this Agreement. During my employment by Company, I will not improperly make use of, or disclose,
any information or trade secrets of any former employer
or other third party, nor will I bring onto the premises of Company or use any unpublished documents or any property belonging
to any former employer or other third party, in violation of any lawful agreements with that former employer or third party. I
will use in the performance of my duties only information that is generally known and used by persons with training and experience
comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or
developed by Company.


 


2.INVENTIONS.


 


2.1 Inventions
and Intellectual Property Rights. As used in this Agreement, the term "Invention" means any ideas, concepts, information,
materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable
works, and techniques and all Intellectual Property Rights in any of the items listed above. The term "Intellectual Property
Rights" means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights
recognized by the laws of any jurisdiction or country.


 


2.2Prior
inventions. I have disclosed on Exhibit A a complete list of all Inventions that (a) I have, or I have caused to be,
alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company;
(b) in which I have an ownership interest or which I have a license to use; (c) and that I wish to have excluded from the scope
of this Agreement (collectively referred to as "Prior Inventions"). If no Prior Inventions are listed in Exhibit
A, I warrant that there are no Prior Inventions. I agree at I will not incorporate, or permit to be incorporated, Prior inventions
in any Company Inventions (defined below) without Company's prior written consent. If, in the course of my employment with Company,
I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual,
fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees,
to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now
known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights
in, such Prior Invention.




 






    	1



    	 



    






 





2.3Assignment of Company Inventions.
Inventions assigned to the Company or to a third party as directed by the Company pursuant to the section titled "Government
or Third Party" are referred to in this Agreement as "Company Inventions." Subject to the section titled "Government
or Third Party" and except for Inventions that I can prove qualify fully under the provisions of California Labor Code section
2870 and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or
Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all
my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made,
conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company.


 


2.4 Obligation to Keep Company Informed.
During the period of my employment and for one (1) year after my employment ends, I will promptly and fully disclose to Company
in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that
might be covered under California Labor Code section 2870, and (b) all patent applications filed by me or in which I am named
as an inventor or co-inventor.


 


2.5Government or Third Party. I agree
that, as directed by the Company, I will assign to a third party, including without limitation the United States, all my right,
title, and interest in and to any particular Company Invention.


 


2.6Enforcement of Intellectual Property
Rights and Assistance. During and after the period of my employment, I will assist Company in every proper way to obtain and
enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company
is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint
Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest,
to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes
with the same legal force and effect as if executed by me.


 


2.7Incorporation of Software Code.
I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under
the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions
the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.


 


3.RECORDS. I
agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is
required by the Company) of all Inventions made by me during the period of my employment by the Company, which records shall be
available to, and remain the sole property of, the Company at all times.


 





4.ADDITIONAL ACTIVITIES.
I agree that (a) during the term of my employment by Company, I will not, without Company's express written consent, engage
in any employment or business activity that is competitive with, or would otherwise conflict with my employment by, Company, and
(b) for the period of my employment by Company and for one (1) year thereafter, I will not, either directly or indirectly, solicit
or attempt to solicit any employee, independent contractor, or consultant of Company to terminate his, her or its relationship
with Company in order to become an employee, consultant, or independent contractor to or for any other person or entity.


 


5.RETURN OF COMPANY
PROPERTY. Upon termination of my employment or upon Company’s request at any other time, I will deliver to Company all
of Company's property, equipment, and`documents, together with all copies thereof, and any other material containing or disclosing
any Inventions, Third Party Information or Confidential Information and certify in writing that I have fully complied with the
foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company
equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive,
store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to
provide the Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge
such Confidential Information from those systems; and I agree to provide the Company access to my system as reasonably requested
to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on Company's premises
and owned by Company is subject to inspection by Company's personnel at any time with or without notice. Prior to the termination
of my employment or promptly after termination of my employment, I will cooperate with Company in attending an exit interview
and certify in writing that I have complied with the requirements of this section.


 


6.NOTIFICATION OF NEW EMPLOYER.
If I leave the employ of Company, I consent to the notification of my new employer of my rights and obligations under this Agreement,
by Company providing a copy of this Agreement or otherwise.


 


7.GENERAL PROVISIONS.


 


7.1Governing Law and Venue. This
Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without
giving effect to any conflicts of laws principles that require the application of the law of a different state. I expressly consent
to personal jurisdiction and venue in the state and federal courts for the county in which Company's principal place of business
is located for any lawsuit filed there against me by Company arising from or related to this Agreement.


 


7.2Severability.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement
will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable
to the maximum extent permitted by law.









 






    	2



    	 



    

 








 


7.3 Survival. This Agreement shall survive the termination
of my employment and the assignment of this Agreement by Company to any successor or other assignee and be binding upon my heirs
and legal representatives.


 


7.4 Employment. I agree and understand that nothing in this
agreement shall give me any right to continued employment by Company, it will not interfere in any way with my right or Company’s
right to terminate my employment at any time, with or without cause and with or without advance notice.


 


7.5 Notices. Each party must deliver all notices or other
communications required or permitted under this Agreement in writing to the other party at the address listed on the signature
page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized
express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail,
notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered
by courier or express mail service, notice will be considered to have been given on the delivery date reflected by the courier
or express mail service receipt. Each party may change its address for receipt of notice by giving notice of the change to the
other party.


 


7.6 Injunctive Relief. I acknowledge that, because my services
are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement
by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will
entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement
are cumulative and in addition to any other rights and remedies available to such party at law or in equity.


 


7.7Waiver. Any waiver or failure
to enforce any provision of this Agreement on one occasion will not be deemed a waiver of that provision or any other provision
on any other occasion.


 


7.8 Export. I agree not to export, directly or indirectly
any U.S. technical data acquired from Company or any products utilizing such data, to countries outside the United States, because
such export could be in violation of the United States export laws or regulations.


 


7.9 Entire Agreement. If no other agreement governs nondisclosure
and assignment of inventions during any period in which I was previously employed or am in the future employed by Company as an
independent contractor, the obligations pursuant to sections of this Agreement titled "Confidential Information Protections"
and "Inventions" shall apply. This Agreement is the final, complete and exclusive agreement of the parties with respect
to the subject matter hereof and supersedes and merges all prior communications between us with respect to such matters. No modification
of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed
by me and the CEO of Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity
or scope of this Agreement.




 


 





 






    	3



    	 



    

 





EXHIBIT A


 


INVENTIONS


 


1.Prior Inventions Disclosure.
The following is a complete list of all Prior Inventions (as provided in Section 2.2 of the attached Employee Confidential
Information and Inventions Assignment Agreement, defined herein as the "Agreement"):


 


x  None


 


o  See immediately below:


 





 



 





 





 


 


2.Limited Exclusion Notification.


 


THIS IS
TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company
does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without
using Company's equipment, supplies, facilities or trade secret information, except for those Inventions that either:


 


 a. Relate at the time of conception or reduction to practice to Company's business, or actual or demonstrably anticipated research or development;




 


 b. Result from
any work  performed by you for Company.




 


To the extent
a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph,
the provision is against the public policy of this state and is unenforceable.


 


This limited
exclusion does not apply to any patent or invention covered by a contract between Company and the United States or any of its agencies
requiring full title to such patent or Invention to be in the United States.


 


 






    	A-1



    	 



    

 





EXHIBIT B


 


SEPARATION DATE RELEASE


 


(To be signed on or within 21 days after
the employment termination date.)


 


In exchange for the severance benefits to be
provided to me by Pacific Ethanol, Inc. (the "Company") pursuant to the terms of my Employment Agreement (the "Agreement"),
I hereby provide the following General Release of Claims (the "Release"). I understand that, on the last date of my employment
with the Company, the Company will pay me any accrued salary to which I am entitled by law, regardless of whether I sign this Release,
but I am not entitled to any severance benefits unless I sign and return this Release to the Company and I allow it to become effective.


 


I hereby generally and completely release the Company and its directors,
officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns (collectively the "Released Parties") of and from any and all claims, liabilities and obligations,
both known and unknown, arising out of or in any way related to events, acts, conduct, or omissions occurring at any time prior
to or at the time that I sign this Release.


This general release includes, but
is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of
that employment;


(2)all claims related to my
compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance
pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company;


(3)all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including claims based on or
arising under the Agreement); (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans
with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (as amended) ("ADEA"), the federal Family
and Medical Leave Act, the California Labor Code (as amended), the California Family Rights Act, and the California Fair Employment
and Housing Act (as amended).


 


I understand that notwithstanding
the foregoing, the following are not included in the Released Claims (the "Excluded Claims"): (i) any rights or claims
for indemnification I may have pursuant to any written indemnification agreement to which I am a party, the charter, bylaws, or
operating agreements of any of the Released Parties, or under applicable law; or (ii) any rights which are not waivable as a matter
of law. In addition, I understand that nothing in this release prevents me from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment
and Housing, except that I acknowledge and agree that I shall not recover any monetary benefits in connection with any such claim,
charge or proceeding with regard to any claim released herein. I hereby represent and warrant that, other than the Excluded Claims,
I am not aware
of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.


 






    	B-2



    	 



    


 







 





I acknowledge that I am knowingly and voluntarily
waiving and releasing any rights I may have under the ADEA, and that the consideration given for the waiver and release in the
preceding paragraph is in addition to anything of value to which I am already entitled. I further acknowledge that I have been
advised by this writing that: (1) my waiver and release do not apply to any rights or claims that may arise after the date I sign
this Release; (2) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do
so); (3) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it earlier); (4) I have
seven (7) days following the date I sign this Release to revoke it by providing written notice of revocation to the Company's Chief
Executive Officer; and (5) this Release will not be effective until the date upon which the revocation period has expired, which
will be the eighth calendar day after the date I sign it provided that I do not revoke it (the "Effective Date").


 


I UNDERSTAND THAT THIS AGREEMENT INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. I acknowledge that I have read and understand Section 1542 of the California Civil Code
which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist
in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her
settlement with the debtor." I hereby expressly waive and relinquish all rights and benefits under that section and any
law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited
to the release of unknown and unsuspected claims.


 


I hereby represent that I have been paid all
compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible,
pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and I have not suffered any on-the-job
injury for which I have not already filed a workers' compensation claim.


 


I further agree: (1) not to disparage the Company,
its parent, or its or their officers, directors, employees, shareholders, affiliates and agents, in any manner likely to be harmful
to its or their business, business reputation, or personal reputation (although I may respond accurately and fully to any question,
inquiry or request for information as required by legal process); (2) not to voluntarily (except in response to legal compulsion)
assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal
proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents; and (3)
to reasonably cooperate with the Company, by voluntarily (without legal compulsion) providing accurate and complete information,
in connection with the Company's actual or contemplated defense, prosecution, or investigation of any claims or demands by or against
third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment
by the Company.




 


 





	By: 		
	 	James Sneed	Date








 






    	B-3