Exhibit 10.11


 


PACIFIC
ETHANOL, INC.


 


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT


for


PAUL P. KOEHLER


 


This Employment Agreement
(“Agreement”) by and between Paul P. Koehler (“Employee”) and Pacific Ethanol, Inc. (the “Company”)
(collectively, the “Parties”) is effective as of October 1, 2012.


 


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 Executive Employment Agreement on or about June 23, 2005, and an Amendment thereto on December 19, 2008,
setting forth certain terms of Employee’s employment with the Company (the “Original Employment Agreement”) and
now seek to supersede and replace the Original Employment Agreement with this Agreement;


 


WHEREAS, once
this Agreement is effective, the parties agree that the Original Employment Agreement shall have no further force or effect;


 


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.


 


1.1 Position. Subject to
terms and conditions set forth herein, the Company agrees to employ Employee in the position of Vice President of Business
Development, 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.


 


1.2 Duties and Location. Employee shall perform
such duties as are customarily associated with Employee’s then current title. Employee shall report to the Company’s
Chief Financial Officer. Employee’s primary office location shall be Employee’s residence in Portland, Oregon. The
Company reserves the right to reasonably require Employee to perform Employee’s duties at places other than Employee’s
primary office location from time to time as agreed to by Employee, and to require reasonable business travel. The Company shall
be reimburse Employee for the cost of such business travel, including transportation between Portland, Oregon and Sacramento,
California.


 






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1.3 Policies 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.


 


2.COMPENSATION.


 


2.1Salary. For services to be rendered hereunder,
Employee shall receive an annual salary at the rate of $220,000.00, paid bi-weekly in the amount of $8,461.54 (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. Employee will be eligible
to earn an annual discretionary bonus with a target of thirty percent (30%) of Employee’s Base Salary (the “Annual
Bonus”). 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 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 as soon as
administratively feasible following the analysis of the calendar year as to which performance was measured.


 


2.3 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.


 


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.


 






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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 Financial 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. Employee may 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.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 






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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;


 


(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.


 






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(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.


 


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.


 






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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 Original Employment Agreement
in its entirety and the Original Employment Agreement 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.


 


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.


 






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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, effective as of the date first above written.


 


 


Pacific Ethanol, Inc.


 


 


By: /s/ Bryon
T. McGregor                                         


Bryon T. McGregor


Chief Financial Officer


 


Understood and Agreed:


 


Employee


 


 


By:       /s/ Paul P. Koehler           


Paul P. Koehler


 






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EXHIBIT
A


 


CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT


 


 


 


 


 






    	 



    	 



    

 


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, I 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 regarding 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 Information”) 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.


 






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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 that 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.


 


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.


 


2.4Obligation 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.


 






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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 (l) 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.


 






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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.


 


7.3Survival. 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.


 


7.4Employment. I agree and understand
that nothing in this Agreement shall give me any right to continued employment by Company, and 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.


 


7.5Notices.
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.


 


7.6Injunctive
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.


 


7.8Export.
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.


 


7.9Entire
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.


 






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This Agreement shall be effective as of the first day of my
employment with Company.


 





	EMPLOYEE:	 	COMPANY:
	 	 	 	 	 	 	 
	I HAVE READ, UNDERSTAND, AND ACCEPT THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW IT WITH INDEPENDENT LEGAL COUNSEL.	 	ACCEPTED AND AGREED:
	 	 	 	 	 	 	 
	 	 	 
	(Signature)	 	(Signature)
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	 	 	 	 	 
	Title:	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	Date:	 	 	 	Date:	 	 
	 	 	 	 	 	 	 
	Address:	 	 	Address:	 
	 	 	 	 	 	 	 



 






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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”):


 


		o	
        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; or


 


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.






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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.


 






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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 Financial 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:	 	 
	 	[VP NAME]	Date






 


 



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