| EXHIBIT 10.1 |
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EMPLOYMENT AGREEMENT
            This Employment Agreement ("Agreement") is made by and between ALL Fuels & EnergyCompany, a duly organized Delaware corporation (“Employer”), and Dean E. Sukowatey(“Employee”).
WITNESSETH:
 
WHEREAS, in 2006, Employer's now-subsidiary, ALL Energy Company, aDelaware corporation, entered into an employment agreement (the "OriginalAgreement") with Employee, under which Employee has served Employer as itsPresident and Chief Executive Officer; and
 
WHEREAS, Employer and Employee desire to replace the Original Agreement withthis Employment Agreement; and
 
WHEREAS, Employee is willing to be employed by Employer, and Employer iswilling to employ Employee, as President and Chief Executive Officer on the terms,covenants and conditions hereinafter set forth; and
 
WHEREAS, Employer and its affiliates have accumulated valuable and confidentialinformation, including, without limitation, trade secrets and know-how relating to theethanol production industry, marketing plans, business strategies and other businessrecords; and
 
WHEREAS, the giving of the covenants contained herein is a condition precedentto the employment of Employee by Employer and Employee acknowledges that theexecution of this Agreement and the entering into of these covenants is an expresscondition of his employment by Employer and that said covenants are given inconsideration for such employment and the other benefits conferred upon him by thisAgreement; and
            NOW, THEREFORE, in consideration of such employment and other valuable consideration,the receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agreeas follows:
SECTION  I.  TERMINATION OF THE ORIGINAL AGREEMENT
            Employer and Employee agree that, effective at the beginning of the term of this Agreement,the Original Agreement shall terminate and be of no further effect.  Employer and Employee eachagree to execute such other documents as may be necessary to effectuate the termination of theOriginal Agreement.
SECTION II.  EMPLOYMENT OF EMPLOYEE
            Employer hereby employs, engages and hires Employee as *President and Chief ExecutiveOfficer* of Employer, and Employee hereby accepts and agrees to such hiring, engagement andemployment, subject to the general supervision of the Board of Directors of Employer.  Employeeshall perform duties as are customarily performed by one holding such position in other, same orsimilar businesses or enterprises as that engaged in by Employer, and shall also additionally rendersuch other and unrelated services and duties as may be reasonably assigned to him from time to timeby Employer.  With the exception of Employee’s serving on various boards of directors and advisoryroles to companies, assuming any such position does not result in a conflict of interest, Employeeshall devote his full-time efforts to the performance of his duties as *President and Chief ExecutiveOfficer* of Employer.
SECTION III.  EMPLOYEE'S PERFORMANCE
            Employee hereby agrees that he will, at all times, faithfully, industriously and to the best ofhis ability, experience and talents, perform all of the duties that may be required of and from himpursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.
SECTION IV.  COMPENSATION OF EMPLOYEE
            Employer shall pay Employee, and Employee shall accept from Employer, in full paymentfor Employee's services hereunder, compensation as follows:
 
            A.        Bonus, Salary and Other Compensation.  Employee shall be paid the compensationset forth in Exhibit IV(A).
 
            B.        Expenses.  It is acknowledged that, during the term of employment, Employee willbe required to incur ordinary and necessary business expenses on behalf of Employerin connection with the performance of his duties hereunder. Employer shallreimburse Employee promptly the amount of all such expenses upon presentation ofitemized vouchers or other evidence of those expenditures.
 
            C.        Vacations.  During the term of this Agreement, Employee shall be entitled to four (4)weeks’ paid vacation.
SECTION V.  INDEMNIFICATION OF EMPLOYEE
            As further consideration of Employee's executing this Agreement, Employer shall haveexecuted, prior to the execution of this Agreement, an Indemnity Agreement (the “IndemnityAgreement”), in the form attached hereto as Exhibit V. The obligations under the IndemnityAgreement shall survive the termination of this Agreement.
SECTION VI.  COMPANY POLICIES
            Employee agrees to abide by the policies, rules, regulations or usages applicable to Employeeas established by Employer from time to time and provided to Employee in writing.
SECTION VII.  TERM AND TERMINATION
 
            A.        Term. The term of this Agreement shall be a period of five (5) years, commencingon December 18, 2009. This Agreement shall renew for additional one-year periods,provided neither party hereto submits a written notice of termination within six (6)months prior to the termination of either the initial term hereof or any renewal term.
 
Notwithstanding the foregoing, the initial term hereof shall be extended for a periodequal to the period of time from December 18, 2009, to the date of closing ofEmployer’s first Ethanol Transaction. This date of closing is referred to herein as the“Employee Compensation Date”. For purposes hereof, the term “EthanolTransaction” means a transaction whereby Employer acquires an ethanol productionfacility or becomes the primary operator of an ethanol production facility.
 
            B.        Termination. Employer agrees not to terminate this Agreement except for "justcause". For purposes of this Agreement, "just cause" shall mean (1) the willful failureor refusal of Employee to implement or follow the written policies or directions ofEmployer's Board of Directors, provided that Employee's failure or refusal is notbased upon Employee's belief in good faith, as expressed to Employer in writing, thatthe implementation thereof would be unlawful; (2) conduct which is inconsistentwith Employee's positions, including director, with Employer and which results ina material adverse effect (financial or otherwise) or misappropriation of assets ofEmployer; (3) the intentional causing of material damage to Employer's physicalproperty; and (4) any act involving personal dishonesty or criminal conduct againstEmployer.
 
Employer agrees that if it discharges Employee for any reason other than just cause,as is solely defined above, Employee will be entitled to full compensation for twoyears or the remainder of the then-current term, initial or renewal, as the case may be,of employment, whichever is greater.
 
If Employee should cease his employment hereunder voluntarily for any reason, oris terminated for just cause, all compensation and benefits payable to Employee shallthereupon, without any further writing or act, cease, lapse and be terminated.However, all reimbursements which accrued prior to Employee's ceasingemployment or termination, will become immediately due and payable and shall bepayable to Employee's estate should his employment cease due to death.
SECTION VIII.  COMPLETE AGREEMENT
            This Agreement contains the complete agreement concerning the employment arrangementbetween the parties hereto and shall, as of the effective date hereof, supersede all other agreementsbetween the parties. The parties hereto stipulate that neither of them has made any representationwith respect to the subject matter of this Agreement or any representations including the executionand delivery hereof, except such representations as are specifically set forth herein and each of theparties hereto acknowledges that he or it has relied on his or its own judgment in entering into thisAgreement. The parties hereto further acknowledge that any payments or representations that mayhave heretofore been made by either of them to the other are of no effect and that neither of them hasrelied thereon in connection with his or its dealings with the other.
SECTION IX.  WAIVER; MODIFICATION
            The waiver by either party of a breach or violation of any provision of this Agreement shallnot operate as, or be construed to be, a waiver of any subsequent breach hereof No waiver ormodification of this Agreement or of any covenant, condition or limitation herein contained shall bevalid unless in writing and duly executed by the party to be charged therewith and no evidence ofany waiver or modification shall be offered or received in evidence of any proceeding or litigationbetween the parties hereto arising out of, or affecting, this Agreement, or the rights or obligationsof the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid,and the parties further agree that the provisions of this Section IX may not be waived except asherein set forth.
SECTION X.  SEVERABILITY
            All agreements and covenants contained herein are severable, and in the event any one ofthem, with the exception of those contained in Sections II, IV, V and VI hereof, shall be held to beinvalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as ifsuch invalid agreements or covenants were not contained herein.
SECTION XI.  NOTICES
            Any and all notices will be sufficient if furnished in writing, sent by registered mail to his lastknown residence, in case of Employee, or, in case of Employer, to its principal office address.
SECTION XII.  REPRESENTATIONS OF EMPLOYER
            The execution of this Agreement by Employer has been approved by the Board of Directorsof Employer.
SECTION XIII.  REPRESENTATIONS OF EMPLOYEE
 
            A.        Employee hereby represents to Employer that he is under no legal disability withrespect to his entering into this Agreement.
 
            B.        Employee represents and warrants that his entering into this Agreement will notresult in a breach of any contract or other agreement to which Employee is a party.
 
            C.        Employee represents and warrants that he is a director of Employer and hasinvestigated Employer, its financial condition, business and prospects, and has hadthe opportunity to ask questions of, and to receive answers from, Employer withrespect thereto.
 
            D.        Employee represents and warrants that he understands that the shares of commonstock to be issued to him pursuant to this Agreement shall not have been registeredunder the Securities Act and applicable state securities laws in reliance on theexemption provided by Section 4(2) of the Securities Act, relating to transactions notinvolving a public offering and corresponding state securities laws regarding non-public offerings.
 
            E.        Employee represents and warrants that the shares of common stock to be issued tohim pursuant to this Agreement are not being acquired with a view to or for thehypothecation, resale or distribution thereof and that he has no present plans to enterinto any contract, undertaking, agreement or arrangement for such resale ordistribution.
 
            F.        Employee further consents to the placement of the following legend, or a legendsimilar thereto, on the certificates representing the shares of common stock to beissued to him pursuant to this Agreement:
 
“THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THEEXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THESECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BETRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TOTHE CORPORATION TO THE EFFECT THAT ANY SUCH PROPOSEDTRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULESAND REGULATIONS.”
SECTION XIV.  COUNTERPARTS
            This Agreement may be executed in duplicate counterparts, each of which shall be deemedan original and, together, shall constitute one and the same agreement, with one counterpart beingdelivered to each party hereto.
SECTION XV.  BENEFIT
            The provisions of this Agreement shall extend to the successors, surviving corporations andassigns of Employer and to any purchaser of substantially all of the assets and business of Employer.The term "Employer" shall be deemed to include Employer, any joint venture, partnership, limitedliability company, corporation or other juridical entity. in which Employer shall have an interest,financial or otherwise.
SECTION XVI.  ARBITRATION
            The parties agree that any dispute arising between them related to this Agreement or theperformance hereof shall be submitted for resolution to the American Arbitration Association forarbitration in the Des Moines, Iowa, office of the Association under the then-current rules ofarbitration. The Arbitrator or Arbitrators shall have the authority to award to the prevailing party itsreasonable costs and attorneys fees. Any award of the Arbitrators may be entered as a judgment inany court competent jurisdiction.
SECTION XVII.  LEGAL REPRESENTATION
            Employer and Employee both acknowledge that each has utilized separate legal counsel withrespect to this Agreement. Specifically, Employee acknowledges that the law firm of Newlan &Newlan has drafted this Agreement on behalf of Employer. EMPLOYEE IS ADMONISHED TOSEEK HIS OWN LEGAL COUNSEL.
SECTION XVIII.  GOVERNING LAW
            It is the intention of the parties hereto that this Agreement and the performance hereunderand all suits and special proceedings hereunder be construed in accordance with and under andpursuant to the laws of the State of Iowa, and that, in any action, special proceeding or otherproceeding that may be brought arising out of, in connection with or by reason of this Agreement,the laws of the State of Iowa shall be applicable and shall govern to the exclusion of the law of anyother forum, without regard to the jurisdiction in which any such action or special proceeding maybe instituted.
            IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 18thof December, 2009. EMPLOYER:ALL FUELS & ENERGY COMPANYBy: /s/ JAMES R. BROGHAMMER            James R. Broghammer            DirectorEMPLOYEE:/s/ DEAN E. SUKOWATEYDean E. Sukowatey, individually Address of Employee:6165 N.W. 86th StreetJohnston, Iowa 50131
Exhibit III(A)
Statement of Compensation
Statement of Compensation – Dean E. Sukowatey
            Bonus.  Upon the consummation of an acquisition of an ethanol plant by Employer,Employee shall be issued, as and for a bonus, 1,284,466 shares of Employer Common Stock, whichshares shall be valued at the last sale price of the Corporation’s common stock, as reported by theOTC Bulletin Board, on the date of mutual execution hereof.
            Salary.  Prior to the Employee Compensation Date, Employee shall continue to becompensated on the terms and conditions contained in the Original Agreement.
            Beginning on the Employee Compensation Date, Employee shall be paid as and for a salary,which salary shall begin to accrue on the Employee Compensation Date, as that term is defined inthe Employment Agreement to which this Exhibit IV(A) relates:
                        (1)       for the first twelve (12) months following the Employee Compensation Date,Employee shall be paid the aggregate sum of $240,000, payable bi-monthly, net of lawful andrequired withholding; and
                        (2)       for months thirteen (13) through twenty four (24) of the initial employmentterm following the Employee Compensation Date, Employee shall be paid the aggregate sum of$260,000, payable bi-monthly, net of lawful and required withholding; and
                        (3)       for months twenty five (25) through thirty six (36) of the initial employmentterm following the Employee Compensation Date, Employee shall be paid the aggregate sum of$280,000, payable bi-monthly, net of lawful and required withholding; and
                        (4)       for each of the subsequent months of the initial term, and for each renewalterm, of the Employment Agreement to which this Exhibit IV(A) relates, Employee shall be paid thesum of $300,000 annually, payable bi-monthly, net of lawful and required withholding.
Beginning on the Employee Compensation Date and continuing until the expiration or terminationof the Employment Agreement to which this Exhibit IV(A) relates, Employee shall be entitled to thefollowing:
            Cellular Phone.  Employer shall reimburse Employee for use of his current cellular phonein performing his responsibilities with Employer.
            Notebook Computer.  Employer shall provide Employee with a notebook computer, printer,fax and monthly internet connection for his use in performing his responsibilities with Employer.
            Automobile Allowance.  Employer shall pay, on behalf of Employee, an automobileallowance for a Chevrolet Suburban or substantially equivalent vehicle which Employer shall acquireor lease for Employee’s use in performing his responsibilities with Employer.  Employer shallreimburse Employee for all direct operating expenses of the automobile, including, but not limitedto, insurance, gasoline, repairs and maintenance.
            Insurance and Other Benefits.  As further consideration for his covenants contained in theEmployment Agreement to which this Exhibit IV(A) relates, Employer will add Employee, includingEmployee's significant other, Julie M. Stevenson, with such health, dental and vision insurance asit offers other employees and other benefits, including a 401(k) plan, as may be established byEmployer from time to time with respect to its employees in accordance with Employer's establishedprocedures.  Employee shall be entitled to Directors' and Officers' indemnification insurancecoverage to the same extent as is provided to other persons employed as officers of Employer.
            Other Compensation Plans.  Employee shall be entitled to participate, to the same extent asis provided to other persons employed by Employer, in any future stock bonus plan, stock optionplan or employee stock ownership plan of Employer.