Unassociated Document


    Exhibit 10.6x2

    
 

    EMPLOYMENT
AGREEMENT

    


    This Employment Agreement
("Agreement") is made and entered into effective as of the 6TH   day
of  March, 2009, (the Effective date”) by and between VINCE M. GUEST hereinafter
referred to as ("Employee") and UNIVERSAL BIOENERGY INC.,
a Nevada
corporation having offices at 128 Biodiesel Drive, Nettleton, Mississippi 38858
hereinafter referred to as the (“Employer”).

    


    WHEREAS,
Employer and Employee desire to set forth the terms and conditions of Employee's
employment as Senior
Vice President of
Marketing of Employer in an employment agreement, and Employee is willing
to perform such services for Employer under the terms and conditions set forth
below; and

    


    WHEREAS,
Employer wishes to retain the services of Employee and encourage him to remain
employed with Employer and Employer wishes for Employee to remain with
Employer;

     

    


    NOW,
THEREFORE, in consideration of the above recitals and the mutual covenants,
understandings and agreements contained herein and for other good and valuable
information, the receipt and adequacy of which is hereby acknowledged, Employee
and Employer agree as follows:

    


    Section
1:     Employment. Employer agrees
to employ Employee and Employee agrees to accept employment with Employer,
subject to the terms and conditions of this Agreement. Employer’s employment
under this Agreement shall be effective as of the “Effective Date” of this
Agreement and shall continue for a term ending on March 6, 2010 (the
“Term”).

    


    Section
2:     Duties and Responsibilities.

    


                (a)
Position: Employee shall
devote his employment time, efforts, skills and attention exclusively to his
employment as Senior
Vice President of Investor
Relations; provided, however, that to the extent the following activities
do not materially interfere or conflict with his duties and responsibilities
hereunder, Employee may (i) serve as a member of the boards of directors of
other corporations and/or companies (ii) engage in charitable, civic,
educational and religious affairs.

    


                (b)  Board of Directors
Seat.   Within Three Days (3) after the commencement of
the Agreement, the Employer shall elect to, and grant to Employee, One (1) Seat
on the Employer’s Board of Directors to represent the interests of the
shareholders. The  term for the seat on the Board shall be for
a  period of  One  (1) Year.

    


    Section
3:     Compensation, Benefits and Related
Matters.

    


    (a)   Annual Base Salary. Employer
shall pay to Employee a base salary at an annual rate of $156,000
("Base Salary") per year during the first year, and the same amount or more
during each subsequent year. Such Base Salary to be payable in accordance with
Employer’s customary payroll practices as in effect from time to
time  and be payable in equal semi-monthly installments throughout the
year. The annual Base Salary will be reviewed at least annually and / or more
often from time to time as determined by the Board of Directors, (or the
Compensation Committee of such Board), for merit or other increases and any
increase in Employee's annual Base Salary rate shall thereafter constitute "Base
Salary" for purposes of this Agreement. This review for merit or other increases
shall occur three months prior to the end of each year for the express purpose
of considering additional increments to Employee’s Base Salary. In addition to
the merit or other increases, a minimum eight (8%) annual cost-of-living
allowance increase to the annual Base Salary will be provided to
Employee.

    


               (b)
Signing Bonus. Employee
shall receive a Twenty Five Thousand Dollars ($25,000) non-refundable signing
bonus at the start of Employee’s employment. The signing bonus will be paid from
the Employer’s Investor Relations “department” budget, pending the raising of
capital. Employer may also elect to pay the Signing Bonus from the sale of
Employer’s free and tradable outstanding shares of common stock in accordance
with applicable state and federal securities law, or other means.

    


                (c)   Cash Bonus - Incentive
Compensation. In addition to the Base Salary provided for in Section 3(a)
above, Employee shall be entitled depending upon mutually agreeable
performance targets, a monthly bonus for each month in which Employer meets or
exceeds performance targets. Bonus targets for each month or fiscal year shall
be set by the Board of Directors of Employer.  Such bonuses shall be
payable quarterly.  The Bonus shall be paid from Employer’s Investor
Relations department, (“the Department”), which is exclusively devoted for the
purpose of Investor Relations, Corporate Finance and related Marketing. The
Employer has allocated to the “department” as its budget, Thirty Five Percent
(35%) of the gross funds or revenues obtained by the Employer through investment
capital. The bonus shall be Fifty Percent (50%) of the “net operating budget” of
the “department” for efficiently and profitably managing the “Department”. “Net
operating budget” shall be calculated as the gross “Budget” minus all direct
“Department”  expenditures, (those exclusively  generated in
connection with the investor relations department), for investor relations
overhead,  marketing, legal, accounting, operations, department
employees payroll.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (d)   Equity Incentive – Stock
Grants. Employer shall grant and issue  to Employee (at no
cost), an equity ownership position of Ten Percent (10%) of Employer’s
outstanding shares of company stock, and the Agreement for the grant of
the  stock  shall include anti-dilution provisions for stock
splits. The stock shares granted to the Employee shall be non-refundable and
irrevocable, and transferred to the Employee’s tax deferred retirement account.
The vesting of the equity / stock certificates shall be as directed by the
Employee. The share certificates shall be issued within Three (3) Days of the
execution of this Agreement.

    


                (e)  Debt
Financing.  Employee shall receive Five Percent (5%) of the net
amount actually received by Employer of all debt financing obtained by Employee
on behalf of Employer.

    


               (f)   Retirement and Benefit Plans.
During his employment, Employee shall be entitled to participate in and Employer
agrees to provide all retirement and benefit plans at no cost to Employee
including: retirement plans with immediate and full (100%) vesting;
Comprehensive health and major medical health insurance for Employee and his
family; Comprehensive dental insurance for Employee and his family;
Comprehensive vision insurance for Employee and his family; Comprehensive life
insurance; Travel accident insurance; Disability insurance; Liability insurance
and other similar employee welfare benefit arrangements including equity-based
incentive plans as described in 3(c) above available as an executive Employee of
Employer. There shall be no payroll deduction as a condition of coverage in the
health and major medical plans, dental plans and vision plans. Any fees,
premiums, or pay-outs will come solely from the Investor Relations Department
budget subject to availability of funds.

    


    (g)   Paid Time Off. Employee shall
be entitled to paid time off in addition to holiday and sick time, of not less
than eight (8) weeks of paid vacation per year and any unused portion will be
carry-forward to subsequent years but not to exceed eight (8) weeks in any given
year.

    


    (h)   Indemnification
Liability/Insurance. Employee shall be entitled to indemnification and
defense by Employer to the fullest extent permitted by applicable law and the
charter and bylaws of Employer. Employer shall indemnify, defend, and hold
Employee harmless from and against any liability, damages, costs, or expenses
(including attorney’s fees) in connection with any claim, cause of action,
investigation, litigation, or proceeding involving him by reason of his having
been an officer, director, employee, or agent of Employer. Employer also agrees
to maintain adequate directors and officer’s liability insurance for the benefit
of Employee and Employee shall be covered by such insurance. Any fees, premiums,
or pay-outs will come solely from the Investor Relations Department budget
subject to availability of funds.

    


    (i)   Taxes. All compensation
payable to Employee shall be subject to appropriate withholding for all
applicable federal, state and local income taxes, occupational taxes, Social
Security and similar mandatory withholdings.

    


    (j) The Employer has allocated to the
Investor Relations Department as its budget, Thirty Five Percent (35%) of the
gross funds raised by department Employee’s for the Employer through investment
capital. All of the above compensation, and  expenditures, (those
exclusively generated in connection with the investor relations department), for
investor relations overhead, marketing, legal, accounting, operations, and
employees payroll, (with the exception of 3(b), 3(d), 3(e) and 3(f) above),
shall be paid and deducted from the funds allocated to the Investors Relations
department budget.

    


    Section
4:    Travel, Housing and Relocation. Employer will
reimburse Employee for all reasonable expenses incurred by Employee if Employee
is required by Employer to   relocate his principal residence,
family and goods to another city or state on behalf of the Employer. Employer
will reimburse Employee’s expenses to temporarily relocate him while Employee is
in the process of selling his primary place of residence. Employer will provide
temporary housing expenses for Employee and his family until his primary place
of residence is sold.  Employer will reimburse Employee's expenses to
move his primary residence provided that reimbursable expenses will be limited
to house hunting trips, actual moving expenses, temporary housing expenses and
any real estate expenses that Employee incurs in connection with the purchase or
sale of any real property. Employer will provide all up-front expenses for a
moving company to move Employee and his family to include but not limited to,
all household and related items, automobiles, appliances, etc. Until such
relocation of his primary residence is completed, Employee shall be entitled to
his Base Salary, benefits and reimbursement for travel and housing expenses
incurred by him in connection with his performance of services pursuant to this
Agreement. If after Employee’s termination of employment, Employee gives
Employer written notice that he desires to relocate within the continental
United States, Employer will reimburse Employee for relocation expenses in
connection with such relocation.  Any reimbursement will come solely
from Investor Relations Department budget subject to availability of funds
except for reimbursement for extraneous duties.

    


    Section
5:     Termination. Employer may, at any time in
its sole discretion, terminate Employee of Employer; provided, however, that
Employer shall provide Employee with at least sixty (60) business days prior
written notice of such termination and shall make the payments associated with
such termination in accordance with Section 6.

    


    (a)   Termination by Employer for "Good
Cause." Employer may at any time, by written notice to Employee at least
Sixty (60) business days prior to the date of termination specified in such
notice and specifying the acts or omissions believed to constitute Good Cause
(as defined below), terminate Employee as an officer and employee for Good
Cause. Employer may relieve Employee of his duties and responsibilities pending
a final determination of whether Good Cause exists, and such action shall not
constitute Good Reason (as defined below) for purposes of this Agreement.
Payment to Employee upon a termination for Good Cause is set forth in Section
6(a). "Good Cause" for termination shall mean the following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (1)   Felony
criminal conviction under the laws of the United States or any state or other
political subdivision thereof which, in the good faith determination of all the
Board of Directors of Employer, renders Employee unsuitable as an officer or
employee of Employer, and

    


    (2)   Employee's
continued failure to substantially perform all duties reasonably requested by
the Board of Directors of Employer and commensurate with Employee’s position
with Employer (other than any such failure resulting from his incapacity due to
his physical or mental condition) after a written demand for substantial
performance is delivered to him by the Board of Directors of Employer, which
demand specifically identifies the manner in which the Board of Directors of
Employer believes that he has not substantially performed all of his duties, and
which performance is not substantially corrected by him within Sixty (60)
business days of receipt of such demand; and

    


    (b)   Termination by Employer without Good
Cause. Employer may at any time, by written notice to Employee at least
Sixty (60) business days prior to date of termination specified in such notice,
terminate Employee as an officer or employee with Employer. If such termination
is made by Employer other than by reason of Employee's death, Disability (as
defined in Section 5(e)) and Good Cause does not exist, such termination shall
be treated as a termination without Good Cause and Employee shall be entitled to
payment in accordance with Section 6(b).

    


    (c)   Termination by
Employee for Good Reason. Employee may, at any time at his option within
Thirty (30) days following an event or condition that constitutes Good Reason
(as defined below), resign for Good Reason as an officer and employee and from
all other positions with Employer by written notice to Employer at least thirty
(30) days prior to the date of termination specified in such notice. Payment to
Employee upon a termination for Good Reason is set forth in Section
6(b).

    


    (1)   "Good
Reason" shall mean the occurrence of any one of the following events or
conditions:

    


    a.   A
meaningful and detrimental reduction, without Employee’s written consent, in the
nature of his responsibilities or a meaningful and detrimental change in his
reporting responsibilities or titles;

    


    b.   Employee
is not elected, reelected, or otherwise continued in the office of Employer
except for Board positions or any of its subsidiaries which he held immediately
prior to the Change in Control Date, or Employee is removed from Employee’s
position as set forth in Section 2(a) and 2(b) (collectively “Duties and
Responsibilities”) of Employer or any of its subsidiaries;

    


    c.   A
reduction of compensation as set forth in Sections 3(a) - 3(c) (collectively the
"Compensation"), a reduction of the benefits set forth in Sections 3(d) - 3(f)
(collectively, the "Benefits"), or failure by Employer to pay to Employee any
portion of the Compensation or Benefits within Fifteen (15) business days of the
date such compensation or other payments and benefits are due; or

    


    d.   A
change in Employee’s principal work location to a place other than Employee’s
current principal location. Notwithstanding any provision of this Paragraph 5(c)
to the contrary, the occurrence of a "Change in Control" (as defined in Section
6 below) shall not, by itself, constitute Good Reason hereunder.

    


    (d)   Voluntary
Resignation. Employee may, at any time at his option with Thirty (30)
calendar days written notice to Employer, voluntarily resign without Good Reason
as an officer and employee and from all positions with Employer. Payment to
Employee upon his voluntary resignation without Good Reason is set forth in
Section 6(a). Resignation from employment shall automatically constitute
resignation from all positions of any subsidiary or affiliated
corporation.

    


    (e)   Death or
Disability. Employee’s employment under this Agreement shall terminate
automatically as of the date of Employee's death. Employer, at any time by
written notice to Employee at least sixty (60) business days prior to the date
of termination specified in such notice, terminate Employee as an officer and
employee and from all other positions with Employer by reason of his Disability.
"Disability" shall mean any physical or mental condition or illness that
prevents Employee from performing his duties hereunder in any material respect
for a period of 360 substantially consecutive calendar days, as determined by a
physician selected by Employer and acceptable to Employee or, if Employee is
incapacitated, reasonably acceptable to the Medical Director or equivalent
senior physician at a hospital of Employee's choice. Payment to Employee upon
his termination by reason of his death or Disability is set forth in Section
6(a).

    


    Section
6:   Payments Upon Termination.

    


    (a)   Payment Upon Termination for Good
Cause, Resignation without Good Reason, Death or Disability. In the event
of termination of his employment pursuant to Sections 5(a), 5(d) or 5(e),
Employee, or his estate where applicable, shall be paid any earned but unpaid
Base Salary through the date of termination or cessation of employed services
and any accrued and unused paid time off through  said date. In
addition, in the case of a termination of employment pursuant to Sections 5(e),
Employee or his estate shall be paid any accrued and unpaid bonus for any prior
fiscal year and a pro rata portion (based on the number of days of employment in
the fiscal year of termination divided by 365) of the bonus, if any, for the
fiscal year in which the termination occurs. Employee shall also receive his
vested benefits in accordance with the terms of Employer's compensation and
benefit plans, and his participation in such plans and all other perquisites
shall cease as of the date of termination, except to the extent Employee may
elect to continue coverage as under any welfare benefit plans as required by
Part 6, Title I of the Employee Retirement Income Security Act of 1974, as
amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)   Payment Upon Termination by Employer
without Good Cause or by Employee for Good Reason. In the event of
termination of employment pursuant to Sections 5(b) or 5(c), Employee shall be
paid a lump sum severance payment in an amount equal all of the earned and
unpaid compensation due Employee pursuant to Section 3 (collectively the
“Compensation”) and Fifty Percent (50%) of any and all net funds remaining and
not previously allocated of the “The Budget” for the Investor Relations
Department”. Notwithstanding the foregoing, Employee's right to receive the
severance payment hereunder shall be conditioned upon his execution of a
release, which shall not be inconsistent with the terms of this Agreement. All
payments will be made within Fifteen (15) business days of full execution of a
release.  Employee's participation in any other retirement and benefit
plans and perquisites shall cease as of the date of termination, except Employee
and his eligible dependents (as determined under Employer’s health plan) shall
be entitled to continuing coverage under Employer’s health plans on the same
basis as active employees until the earlier of (i) the first anniversary of the
date of termination or (ii) the date on which Employee or his eligible
dependents become eligible to participate in a plan of a successor employer.
Thereafter, Employee shall be entitled to continue coverage under Employer’s
health plans under COBRA.

    


    (c)   "Change in Control." For
purposes of this Agreement, a "Change in Control" shall be deemed to have
occurred if any of the following events occurs:

    


    (1)   Any
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Securities and Exchange Act of 1934, as amended (the "1934 Act")), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
Employer (an "Acquiring Person"), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than
33 1/3% of the then outstanding voting stock of Employer;

    


    (2)   A
merger or consolidation of Employer with any other person or corporation, other
than a merger or consolidation which would result in the voting securities of
Employer outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least 50% plus One (1) share of the combined voting power
of the voting securities of Employer or surviving entity outstanding immediately
after such merger or consolidation;

    


    (3)   A
sale or other disposition by Employer of all or substantially all of Employer's
assets;

    


    (4)   During
any period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors and any new director (other than a
director who is a representative or nominee of an Acquiring Person) whose
election by the Board of Directors or nomination for election by Employer's
shareholders was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination was previously so approved, no longer constitute a
majority of the Board of Directors; provided, however, in no event shall any
acquisition of securities, a change in the composition of the Board of Directors
or a merger or other consolidation pursuant to a plan of reorganization under
chapter 11 of the Bankruptcy Code with respect to Employer ("Chapter 11 Plan"),
or a liquidation under the Bankruptcy Code constitute a Change in Control. In
addition, notwithstanding Sections 6(c)(1), 6(c)(2), 6(c)(3) and 6(c)(4), a
Change in Control shall not be deemed to have occurred in the event of a sale or
conveyance in which Employer continues as a holding company of an entity or
entities that conduct the business or businesses formerly conducted by Employer,
or any transaction undertaken for the purpose of reincorporating Employer under
the laws of another jurisdiction, if such transaction does not materially affect
the beneficial ownership of Employer’s capital stock. Employee’s continued
employment without objection following a Change in Control shall not, by itself,
constitute consent to or a waiver of rights with respect to any circumstances
constituting Good Reason hereunder.

    


    Section
7:     Additional Payments. Employer shall
promptly reimburse Employee for all travel, ordinary and necessary expenses in
which Employee incurs in performing his duties under this Agreement including,
but not limited to, travel, entertainment, professional dues, licensure,
memberships and subscriptions, and all dues, fees and expenses associated with
memberships in professional, business, community and civic associations,
organizations and societies of which Employee’s participation is in the best
interest of Employer.  This shall be paid from the Investor Relations
Department Budget.

    


    Section  8:   Protection
of Employee’s Interests. All work products
purchased, created, discovered and developed by the Employee shall be deemed
“proprietary information”, are and shall remain the property of the Employee.
“Proprietary Information” includes, but is not limited to, software, sales
leads, phone lists, customer database, any copyrights, or other proprietary
information embodied in or relating to Employee’s work under this Agreement. All
furniture and equipment purchased by the Employee to perform his services under
this Agreement shall be the property of the Employee, (only if purchased with
Employee’s own funds). All of the above shall be considered the “Employees
Property”. At the termination of this Agreement and at Employee’s request, all
of the “Employee’s Property” shall be returned to Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section  9:     Protection
of Employer’s Interests.

    


    (a)   Confidentiality. Employee
agrees that he will not at any time, except in performance of his obligations to
Employer hereunder, directly disclose to any person or organization any secret
or "Confidential Information" that Employee may learn or has learned by reason
of his association with Employer.

    


    (b)   Exclusive Property. Employee
confirms that all Employer’s Confidential Information is and shall remain the
exclusive property of Employer. All business records kept or made by Employee
relating to the business of Employer shall be and remain the property of
Employer. Upon the termination of Employee’s employment for any reason, Employee
shall promptly deliver to Employer records made by Employee concerning the
business affairs of Employer.

    


    (c)   Non-Solicitation. Employee
shall not, during his employment under this Agreement, and for one (1) year
following the termination of this Agreement, for whatever reason or cause, in
any manner induce, attempt to induce, or assist others to induce, or attempt to
induce, any employee, agent, representative or other person associated with
Employer, to terminate his or her association or contract with Employer, nor in
any manner, directly or indirectly, interfere with the relationship between
Employer and any of such persons or entities.

    


    (d)   Non-Disparagement. Employee
shall not during his employment under this Agreement and for one (1) year
following termination of this Agreement, for whatever reason, make any
statements that are intended to or that would reasonably be expected to harm
Employer or any of its subsidiaries or affiliates, their respective
predecessors, successors, assigns and employees and their respective past,
present or future officers, directors, shareholders, employees, trustees,
fiduciaries, administrators, agents or representatives. Employer and its
officers and directors will not make any statements that are intended to or that
would be expected to harm Employee or his reputation or that reflect negatively
on Employee’s performance, character, skills or ability.

    


    (e)   Relief. Without intending to
limit the remedies available to Employer, Employee acknowledges that a breach of
the covenants in Section 8 may result in material irreparable injury to Employer
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach or threat thereof, Employer shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent injunction restraining
Employee from engaging in activities prohibited by Section 8 or such other
relief as may be required to specifically enforce any of the covenants in
Section 8.

    


    Section
10     Miscellaneous Provisions.

    


    (a)   Amendments, Waivers, Etc. No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by both
parties. No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

    


    (b)   Validity. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall
remain in full force and effect.

    


    (d)   Entire Agreement. This
Agreement sets forth the entire agreement and understanding of the parties
hereto with respect to the matters covered hereby and supersedes all prior
agreements and understandings of the parties with respect to the subject matter
hereof. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not expressly set forth in this Agreement and this Agreement shall supersede
all prior agreements, negotiations, correspondence, undertakings and
communications of the parties, oral or written, with respect to the subject
matter hereof.

    


    (e)   Governing Law. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California.

    


    (g)   Successors and
Assigns.   This Agreement shall be binding upon, and inure
to the benefit of, both parties and their respective successors and
assigns.

    


    (f)   Notice. For the purpose of
this Agreement, notice, demands and all other communication provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand delivery or overnight courier or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows or to other addresses as each party may have furnished to
the other:

    


    To
Employer:

    


    Universal
Bioenergy Inc.

    128
Biodiesel Drive

    Nettleton,
Mississippi 38858



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    To
Employee:

    


    Mr.
Vince M. Guest

    12431
Hudson River Drive

    Mira
Loma, California 9752

     

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

    


    
      
        
          	
                  EMPLOYER

                	
                  EMPLOYEE

                
	
                  UNIVERSAL
      BIOENERGY INC

                	 
      


        

      

    

    


    
      
        
          
            
              	
                      /s/
      Richard D. Craven

                    	 
      	
                      /s/
      Vince M. Guest

                    
	
                      Richard
      D. Craven

                    	 
      	
                      Vince
      M. Guest

                    
	
                      By
      Its President