-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



Exhibit 10.15





EMPLOYMENT AGREEMENT


     EMPLOYMENT AGREEMENT (the “Agreement”) made effective as of the 5th day of January, 2009 (the
“Effective Date”), between Green Earth Technologies, Inc. with its principal office at 3 Stamford Landing, Stamford Connecticut (“Company”), and Mathew Zuckerman, Ph.D.
having an address at 4336 Talofa Avenue, Toluca Lake, CA 91602 (“Employee”). 


W I T N E S S E T H: 


     WHEREAS, the Company is a consumer goods manufacturer of GREEN products; and  NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties agree as follows:  


     1. Employment. The Company shall employ the Employee and the Employee shall serve the Company, upon the terms and conditions hereinafter set forth. 


     2. Term. The term of the Employee’s employment shall commence on the Effective Date and unless terminated
earlier or extended as provided below, shall continue for a period of three years from the Effective Date (the “Employment Term”). Upon the expiration of the initial employment term and on each anniversary date thereafter, the employment
of Employee shall be renewed and extended for additional successive one year terms unless either party provides written notice to the other party, of his or its, as the case may be, desire to terminate the Agreement at least thirty (30) days prior
to each renewal date. 


     3. Duties.
During the Employment Term, the Employee shall have such duties, functions, authority
and responsibilities with the positions and office of President and Chief Operating
Officer or such other executive level position as the Board shall appoint Employee
to which from time to time may change. During the Employment Term, the Employee
shall devote 


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his full attention and business time to the business and affairs
of the Company and the Employee will use his best efforts to perform faithfully,
and to discharge, the Employee’s responsibilities and duties to accomplish
such duties, functions, authority and responsibilities. Notwithstanding the foregoing,
the Employee  may devote such time to manage his personal affairs  to
serve on community, corporate, civic, professional or charitable boards or committees
and personal legal affairs, so long as such  activities do not unreasonably interfere
with the performance of the Employee’s duties and responsibilities to accomplish
such duties, functions, authority and responsibilities. 


     4. Compensation, Restricted Shares, Bonus and Employee Benefits.


The Employee's base salary during the initial term of employment shall be no less than three hundred and sixty thousand dollars ($360,000) on an annual basis and payable at least 24 times a year in accordance with the
Company’s payroll practices as in effect from time to time. The Employee’s base salary will be reviewed annually by the Compensation Committee of the Board (the “Committee”) and/or by the Company's Board of Directors (the
“Board”) to determine whether an increase is warranted or appropriate. In addition the Board has approved the issuance of 5,700,000 shares of restricted Common Stock vesting 1,900,000 shares on January 5th 2009, 2010 and 2011, respectively. The Employee also will be entitled to be considered for bonus awards each year under the Company's then existing incentive compensation program or bonus awards
program, which may take into account individual and Company-wide performance, or such other performance criteria as the Committee and/or the Board may from time to time apply. 


     5. Benefits.
During the Employment Term, the Employee shall have the right to participate
in such health and disability insurance plans which the Company may provide to
its senior 


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Employee officers and for which the Employee is eligible (e.g., long
term disability, life insurance and medical insurance
for the Employee and his dependents). During the Employment Term, the Employee
will be entitled to four weeks of paid vacation per annum. Such vacation may
be taken in the Employee's discretion with the prior approval of the Company,
and at such time or times as are not inconsistent with the reasonable business
needs of the Company. The Employee will forthwith undertake to relocate to Northern
California and will use his best efforts to complete the relocation in a timely
manner. The Company will provide advances to assist the employee in relocating. 


     6. Business Expenses.  The Company will provide the Employee all reasonable travel, entertainment and other expenses incident to the
performance of the Employee’s duties or the rendering of services incurred on behalf of the Company by the Employee during the Employment Term shall be paid by the Company.


     7. Termination.
Notwithstanding the provisions of Section 2 hereof, the Employee's employment
with the Company may be earlier terminated as follows: 


          (a) By action taken by the Board, the Employee may be discharged for cause (as defined below), effective as of such time as the Board shall determine. Upon discharge of the Employee pursuant to this
Section 7(a), the Company shall have no further obligation or duties to the Employee, except for payment of accrued salary, bonus and benefits payable to the Employee through the date of termination of employment, and the Employee shall have no
further obligations or duties to the Company, except as provided in Section 8. 


          (b)
In the event of (i) the death of the Employee or (ii) by action of the Board
in the event of the inability of the Employee, by reason of physical or mental
disability, to 


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continue substantially to perform his duties hereunder for
ay 180 consecutive day period during the Employment Term, during which 180 day
period salary and any other benefits hereunder shall not be suspended or diminished.
Upon any termination of the Employee's employment under this Section 7(b), the
Company shall have no  further obligations or duties to the Employee, except
for payment of accrued salary, bonus and benefits payable to the Employee through
the date of termination of employment, and the Employee shall have no further
obligations or duties to the  Company, except as provided in Section 8. However,
in the event of termination of the Employee’s employment pursuant to this
Section 7(b), on the date of the death of the Employee or the 181rst day after
the Employee is deemed physically or  mentally disabled for the purposes of this
Agreement, all common stock awards, stock options and other awards shall immediately
vest and in the case of stock options remain exercisable by the Employee or the
Employee’s representative or Estate
for the period of the lesser of (i) the original term of the stock option or
(ii) five years. 


          (c) In the event that (i) there is a change of control of the Company (as defined below), and the Agreement is terminated by either the Employee or the Company for whatever reason (other than for the
reasons specified in Section 7(a) and (b) hereof) within the Employment Term; or (ii) the Company terminates this Agreement during the Employment Term for any reason other than those covered by Section 7(a) or (b); or (iii) the Employee terminates
the Agreement for “Good Reason” (as defined below), the Company shall pay to the Employee (or, following his death, to the Employee’s
heirs, administrators or executors), in addition to the payment of unpaid base
salary, and accrued bonus and benefits payable to the Employee through the date
of termination of employment, (a) if such termination occurs before the first
twelve 


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months of the Term, an amount equal to 12 months’ worth
of the Employee’s base salary as in effect immediately prior to such termination,
or (b) if such termination occurs after the first anniversary of the Effective
Date, an amount equal to 24 months’ worth of the Employee’s base salary
as in effect  immediately prior to such termination The Company shall deduct,
from all payments made hereunder, all applicable taxes, including income tax,
FICA and FUTA, and other appropriate deductions. 


          Such payments shall be delivered in monthly or semi-monthly installments over a two year period. In addition, the Company shall also, during the 24 month period following Employee’s termination
due to this Section 7(c): (i) maintain health benefits for the Employee and his dependents for such period or until Employee obtains full-time employment with an employer that provides comparable health coverage; (ii) continue other benefit payments
for such period; (iii) allow the Employee to elect to make contributions to the Company’s 401k, Plan (if available) however, such contributions will not receive any Company Matching Contribution in effect at that time; (iv) allow any stock
options granted under the Company’s Stock Plans shall immediately vest and remain exercisable for the period of the lesser of (i) the original term of the stock option or (ii) five years (collectively, the “Severance Benefits.”).



          (d)
For purposes of this Agreement, the Company shall have "cause" to terminate the
Employee's employment under this Agreement upon the Employee’s
actions during the term of the employment that constitute (i) the failure by
the Employee to substantially perform his duties under the Agreement (ii) the
engaging by the Employee in criminal misconduct (including embezzlement and criminal
fraud) which is materially injurious to the Company, monetarily or otherwise,
or (iii) the conviction of the Employee of a felony. The 


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Company shall give written notice to the Employee, which notice
shall specify the grounds for the proposed termination and the Employee shall
be given thirty (30) days to cure if the grounds arise
under clauses (i) or (ii) or (iii) above.


          (e) For purposes of this Agreement, a “change of control of the Company” shall mean the occurrence of (i) the acquisition by an
individual, entity, or group of the beneficial ownership of 50% or more of (1) the outstanding common stock, or (2) the combined voting power of the Company's voting securities; provided,
however, that the following acquisitions will not constitute a "change of control": (x) any acquisition by any employee benefit plan of the Company or any affiliate or (y) any acquisition by
any corporation if, immediately following such acquisition, more than 50% of the outstanding common stock and the outstanding voting securities of such corporation is beneficially owned by all or substantially all of those who, immediately prior to
such acquisition, were the beneficial owners of the common stock and the Company's voting securities (in substantially similar proportions as their ownership of such Company securities immediately prior thereto); or (ii) the approval by the
Company's stockholders of a reorganization, merger or consolidation, other than one with respect to which all or substantially all of those who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the
Common Stock and the Company's voting securities beneficially own, immediately after such transaction, more than 50% of the outstanding common stock and voting securities of the corporation resulting from such transaction (in substantially the same
proportions as their ownership, immediately prior thereto, of the Common Stock and the Company's voting securities); or (iii) the approval by the Company's stockholders of the sale or other disposition of all or substantially all of the assets of
the Company, other than to a subsidiary of the Company. 


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          (f) For purposes of this Agreement, “Good
Reason” shall mean either (i) a material breach of the Agreement by the
Company, (ii) a material reduction in Employee’s duties or the
assignment of duties to Employee that are materially inconsistent with the duties
and positions set forth in Section 3 hereof; or (iii) the Company is in arrears
by 90 days for payments due to employee under this Agreement. 


If the Employee terminates this Agreement pursuant to Section 7(c) for “Good Reason,” the Employee shall give written notice to the Company, which notice shall specify the grounds for the proposed “Good Reason”
and the Company shall be given thirty (30) days to cure if the grounds arise under clauses (i) or (ii) or (iii) above. In the event that the Company does not provide an adequate cure then the Employee will vest the balance of the shares and all
other benefits equivalent to the event of disability of the employee in Section 7 (b) (g) In the event that the Company decides not to renew the Agreement pursuant to Section 2 hereof, the Company will pay the Employee a payment equal to (x) 12
months’ worth of the Employee’s base salary as in effect immediately prior to such termination plus (y) the average of the last two cash bonuses paid to the Employee; paid in 12 equal monthly installments over a one year period and will
maintain the Severance Benefits as described in Section 7(c) during such period. Notwithstanding the foregoing, if the Agreement is terminated pursuant to this Section 7(g), all common stock awards, stock options and other awards under the
Company’s stock option plans shall immediately vest and in the case of stock options remain exercisable for the period of the lesser of (i) the original term of the stock option or (ii) five years. 


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     8. Confidentiality; Noncompetition.



          (a) The Company and the Employee acknowledge that the services to be performed by the Employee under the Agreement are unique and extraordinary and, as a result of such employment, the Employee will
be in possession of confidential information relating to the business practices of the Company.  The term "confidential information" shall mean any and all information (oral or written) relating to the Company or any of its affiliates, or any of
their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is
in the public domain) other than as the result of breach of the provisions of this Section 8(a), including, but not limited to, information relating to:  trade secrets, proprietary information, personnel lists, financial information, research
projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. The Employee agrees that he will not, during his employment or subsequent to the termination of employment, directly or
indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by Company,
without the prior written consent of Company; provided, however, that the Employee understands that Employee will be prohibited
from misappropriating any trade secret at any time during or after the termination of employment.  At no time during the Employment Term or thereafter shall the Employee disparage the commercial, business or financial reputation of the Company.



     (b) In consideration of Company's hiring Employee, the payment by



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the Company to the Employee as described below and for other
good and valuable consideration, the Employee hereby agrees that he shall not,
during the Employment Term and for a period of one (1) year following such employment
(the “Restrictive Period”), directly or indirectly, take any action
which constitutes an  interference with or a disruption of any of the Company's
business activities. 


          (c) For purposes of clarification, but not of limitation, the Employee hereby acknowledges and agrees that the provisions of subparagraph 8(b) above shall serve as a prohibition against him, during
the Restrictive Period, from: 


          (1) contacting,
    soliciting or directing any person, firm, or corporation to contact or solicit,
    any of the Company’s customers, prospective customers, or
  business partners for the purpose of selling or attempting to sell, any products
    and/or services that are the same or substantially similar to the products
    and services provided by the Company to its customers during the Restrictive
     Period. In addition, the Employee will not disclose
     the identity of any such business partners, customers, or prospective customers,
     or any part thereof, to any person, firm, corporation, association, or other
     entity for any reason or  purpose whatsoever; 


          (2) engaging
  or carrying on in any manner (including, without limitation, as principal,
  shareholder, partner, lender, agent, employee, consultant, or investor (other
  than a  passive investor with less than a five percent (5%) interest) trustee
  or through the agency of any corporation, partnership, limited liability
  company, or association) in any business that is in competition with the
  engaged in any business in  competition with the business of the Company;
  or 




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          (3) soliciting on his own behalf or on behalf of any other person, the services of any person who is an employee of the Company, or soliciting
any of the Company's employees to terminate employment with the Company. 




          (d) Upon the termination of the Employee's employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer
lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession or under the control of the Employee including all copies thereof, shall be promptly returned to the Company. 


          (e) The parties hereto hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 8, (ii)
monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. 


          (f) The rights and remedies enumerated in Section 8(e) shall be independent of the other, and shall be enforceable, and all of such rights and
remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. 


          (g) If any provision contained in this Section 8 is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder
of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. 


          (h) This Section 8 shall survive the termination of this Agreement.



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          (i) It
is the intent of the parties hereto that the covenants contained in this
Section 8 shall be enforced to the fullest extent permissible under the laws
and public policies of each jurisdiction in which enforcement is sought (the
Employee hereby acknowledging that said restrictions are reasonably necessary
for the protection of the Company). Accordingly, it is hereby agreed that if
any of the provisions of this Section 8 shall be adjudicated to be invalid or
unenforceable for any reason whatsoever, said provision shall be (only with respect
to the operation thereof in the particular jurisdiction in which such adjudication
is made) construed by limiting and reducing it so as to be enforceable to the
extent permissible, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of said provision in any other jurisdiction. 


     9. Prior Agreements. This Agreement incorporates all provisions of the Assignment of Invention, Priority
Rights and Rights to Apply for Patents Agreement dated December 23, 2007 and the Green Earth Technologies, Inc. Action by Written Consent of the Directors in Lieu of a Special Meeting dated March 5, 2008 wherein the Company in the aggregate has
issued to the Employee 14,300,000 shares of Common Stock (shares already vested and issued), and cancels and supersedes any and all prior agreements and understandings between the parties hereto respecting the employment of Employee by the Company,
including, without limitation, the Founder’s Memo of Understanding dated June 19, 2007, except that the Employee specifically is entitled to 5,700,000 common shares for continued service as provided for in Section 4 of this Agreement.



     10. Notices.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be delivered personally or sent by registered or certified
mail, return 


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receipt requested, to the other party hereto at his or its
address as set forth in the beginning of this Agreement. Either party may change
the address to which notices, requests, demands and other communications hereunder
shall be sent by sending written notice of such change of address to the other
party in the manner above  provided. 


     11. Assignability and Binding Effect.  This Agreement shall inure to the benefit of and shall be binding upon
the executors, administrators, successors and legal representatives of Employee and shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Employee may not delegate or assign his duties or rights under this
Agreement.


     12. Waiver. Waiver by either party hereto of any breach or default by the other party in respect of any of the
terms and conditions of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. 


     13. Complete Understanding: Amendment and Termination.  This Agreement constitutes the complete understanding
between the parties with respect to the employment of Employee hereunder and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be
altered, modified, amended or terminated except by written instrument signed by each of the parties hereto provided, however, that
the waiver by either party hereto of compliance with any provision hereof or of any breach or default by the other party hereto need be signed only by the party waiving such provision, breach or default. 


     14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an
original but all of which taken together shall constitute one and the same Agreement. 

 


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     Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Connecticut.


     IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the
effective date above written.


GREEN EARTH TECHNOLOGIES, INC.


_______________ 

By: Mathew Zuckerman, Ph. D. 

Its: President and Chief Operating Officer 

Date: January __, 2009 



______________ 

Janet Jankura 

Its: Chairman of Compensation Committee

Date: January __, 2009 


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