ffi_ex106-80731.htm


    EX
10.6

     

    EMPLOYMENT
AGREEMENT


     

    (President,
Chief Executive Officer and Chief Financial Officer)

     

    This
EMPLOYMENT AGREEMENT is dated as of this 21st 
day of October, 2008  (“Date of Commencement”).between Lawrence Weisdorn (the “Executive”) and
FORCE FUELS, INC., a Nevada corporation (the
“Company”) (collectively the “Parties”).

     

    WHEREAS,
the Company wishes to employ the Executive and the Executive desires to accept
such employment, upon the terms and conditions stated herein;

     

    NOW,
THEREFORE, in consideration of the promises exchanged by the Parties, it is
agreed:

     

    
      	
              1.  

            	
              Employment.  The
      Company hereby agrees to employ the Executive, and the Executive hereby
      accepts such employment, upon the terms and conditions set forth
      herein.

            


    

     

    
      	
              2.  

            	
              Duties and
      Responsibilities of the Executive.  During the term of
      his employment, the Executive shall execute his duties and
      responsibilities as follows:

            


    

     

    
      	
              a.  

            	
              Executive
      shall be employed with the titles and positions of President, Chief
      Executive Officer and Chief Financial Officer and shall be responsible for
      the general oversight of the
Company.

            


    

     

    
      	
              b.  

            	
              The
      Executive shall devote his best efforts, services and attention to the
      advancement of the Company’s business and interests.  The
      Executive shall devote his time, attention and energies to the affairs of
      the Company.

            


    

     

    
      	
              c.  

            	
              The
      Executive shall report to, and be subject to the supervision of, the Board
      of Directors of the Company.  The Executive shall diligently and
      faithfully carry out the policies, programs and directions of the Board of
      Directors of the Company.  The Executive shall execute and
      discharge such duties and responsibilities as may be assigned to the
      Executive from time to time by the Board of Directors of the
      Company.

            


    

     

    
      	
              d.  

            	
              The
      Executive will have a position on the Board of Directors for the duration
      of this agreement.

            


    

     

    
      	
              e.  

            	
              The
      Executive shall fully cooperate with other officers and executives of the
      Company.

            


    

     

    
      	
              f.  

            	
              Subject
      to the provisions of Section 2.c, the Executive
  shall:

            


    

     

    
      
         

      

      
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              i.  

            	
              Be
      responsible for the organization, implementation and operation of the
      Company’s activities as determined from time to time by the Board of
      Directors;

            


    

     

    
      	
              ii.  

            	
              Be
      responsible for employing and supervising other employees of the Company,
      subject to the policies and procedures and direction of the Board of
      Directors;

            


    

     

    
      	
              iii.  

            	
              Be
      responsible for recommending to the Board for approval all contracts
      between the Company and other entities for the provision of goods and
      services;

            


    

     

    
      	
              iv.  

            	
              Generally
      perform the usual duties and responsibilities of a Chairman and Chief
      Operating Officer of the Company.

            


    

     

    
      	
              3.

            	
              Third Party
      Agreements.  The Executive will be engaged to perform
      services for ICE Conversions, Inc. (“ICE”), and the Company.  The
      validity of any transaction, agreement or payment involving the Company
      and the Executive shall not be affected by reason of the relationship
      between them or the approval of said transaction, agreement or
      payment.  The Executive may have interests in businesses other
      than the Company business.  The Company shall not have the right to
      the income or proceeds derived from such other business interests and,
      even if they are competitive with the Company business, such business
      interests shall not be deemed wrongful or
  improper.

            


    

     

    
      	
              4.  

            	
              Compensation.  In
      consideration of the services rendered by the Executive, the Company
      agrees to compensate the Executive as
follows:

            


    

     

    
      	
              a.  

            	
              Base
      Compensation.  The Executive’s monthly base compensation
      initially shall be Twenty Thousand Dollars ($20,000) and shall be payable
      in accordance with the salary policies of the Company in effect from time
      to time but no less frequently than
monthly.

            


    

     

    
      	
              b.  

            	
              Salary
      Increases.  The Company shall annually review the
      Executive’s Performance and compensation.  The Executives base
      compensation will be increased annually by not less than five percent
      (5%). Executive’s annual base compensation shall not be reduced below the
      base compensation as from time to time adjusted, unless agreed upon in
      writing.

            


    

     

    
      	
              c.  

            	
              Incentive
      Bonuses.  The Board of Directors shall grant Executive
      such annual bonuses as the Board of Directors, in its discretion, may
      determine to be appropriate in light of the Company’s performance and the
      Executive’s performance and contribution to the Company’s
      success.

            


    

     

    
      	
              d.  

            	
              Automobile
      Allowance.  The Executive shall receive an automobile
      allowance not to exceed $750 monthly for the purpose of leasing and
      maintaining insurance on an automobile of the Executive’s choice. If the
      Executive uses his/her own vehicle instead of leasing, a flat rate of
      $500.00 per month shall be paid to the Executive as an automobile
      allowance.

            


    

     

    
      
         

      

      
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              e.  

            	
              Term Life
      Insurance.  The Company shall purchase and provide with
      term life insurance coverage after six months of employment, in the amount
      of $1,000,000: the beneficiary, or beneficiaries, shall be named by the
      Executive.  The Executive agrees to permit the Company to purchase
      “Key man” term life insurance coverage for the benefit of the Company at
      its sole discretion.

            


    

     

    
      	
              f.  

            	
              Vacation and Medical
      Leave.  The Executive shall have four (4) weeks of
      vacation at times mutually convenient to Executive and the Company.
       Accrued vacation may not be carried over, but must be used in the
      annual period in which it accrues.  Continuation of compensation
      during periods of absence for medical reasons will be determined by
      Company policy.

            


    

     

    
      	
              g.  

            	
              Withholdings.  The
      Executive’s salary and all other payments and benefits shall be subject to
      all deductions and withholdings mandated by federal, state and local laws
      and regulations.

            


    

     

    
      	
              h.  

            	
              Expenses.  The
      Executive shall be reimbursed for all necessary and reasonable expenses
      incurred by him in the execution of his duties and responsibilities and in
      accordance with policies approved by the Board or
    Directors.

            


    

     

    
      	
              i.  

            	
              Executive
      shall submit to Company for review any proposed scientific and technical
      articles and the text of any public speeches relating to work done for
      Company before they are released or delivered.  Company has the
      right to disapprove and prohibit, or delete any parts of, such articles or
      speeches that might disclose Company's Trade Secrets or Confidential
      Information or otherwise be contrary to Company's business
      interests.

            


    

     

    
      	
              5.  

            	
              Term of Agreement.
         Unless terminated as provided in Paragraph 6(c)
      “Termination for Cause” hereof, the Term of this Employment Agreement
      shall continue for Three (3) years from October 21, 2008 to October 20,
      2011, and shall be renewable by the mutual consent of the Parties. If
      written notice of non-renewal is not given by either Executive or Company
      not less than three (3) months before the expiration of the term of this
      Employment Agreement (or any renewal term) the Employment Agreement shall
      be automatically renewed, from time to time, for subsequent three (3) year
      terms.

            


    

     

    
      	
              6.  

            	
              Termination of
      Employment Agreement.

            


    

     

    
      
        	 	
                a. 

              	
                 Notice and Severance
      Pay.  Either party may terminate this Employment
      Agreement at any time upon sixty (60) days written notice provided
      that,

              


      

    

     

    
      
         

      

      
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              (i)

            	
              If
      the Company should terminate such employment other than pursuant to
      subparagraph 6(c) “Termination for Cause”, the Executive shall be entitled
      to “Severance Pay” an amount equal
to:

            


    

     

    
      
        	
              	
                (a)

              	
                The
      full base Compensation that he was receiving immediately before his
      termination for a Term of twelve (12) months according to the Employment
      Agreement

              


      

    

     

    
      
        	
              	
                (b) 

              	
                 Continuation
      of Benefits afforded regular employees of the Company for the severance
      pay period as defined in 6(a)

              


      

    

     

    A Bonus
each year of the severance pay period (pro rated
for    partial years) equal to the bonus received by the
Executive for the year preceding the year in which termination
occurs.

     

    
      	
               
      

            	
              (ii)

            	
              If
      Executive is terminated following a “Change In Control” as set forth in
      Paragraph 6(a), the Company shall pay Executive Severance
      Pay  equal to two (2) times the Base Compensation that he is
      receiving immediately before his termination, and agrees to release all
      stock agreed to in section “G” Equity, in
full.

            


    

     

    
      	
            	
              b. 

            	
              Change in
      Control means the earlier
of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      date on which any person or entity, or persons or entities acting in
      concert, shall acquire the beneficial ownership, as defined by the Board
      of Directors in its sole discretion, of Shares or other securities having
      more than sixty percent (60%) of the Voting Power then outstanding other
      than a transfer by reason of death to a deceased Shareholder’s
      representatives or beneficiaries.

            


    

     

    
      
        	
              	
                (ii) 

              	
                The
      Shareholders of the Corporation approve the merger or consolidation of the
      Corporation with or into any other corporation, other than a merger or
      consolidation which would result in the voting securities of the
      Corporation 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% of the Voting Power of
      the Corporation or such surviving entity outstanding immediately after
      such merger or consolidation:
or

              


      

    

     

    
      
        	
              	
                (iii) 

              	
                The
      Shareholders of the Corporation approve a plan of complete liquidation of
      the Corporation or an agreement for the sale or disposition by the
      Corporation of all or substantially all of the Corporation’s
      assets.

              


      

    

     

    
      
        	
              	
                b. 

              	
                Termination for
      Cause.  Notwithstanding the preceding, the Company may
      terminate the Executive’s employment for fraud, gross dishonesty, and non
      performance, acts of criminal misconduct, unwilling to follow direct
      requests from the Board of Directors or willful and material violation of
      the Employment Agreement following reasonable written
    warning.

              


      

    

     

    
      
         

      

      
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                c. 

              	
                Death. 
      This Employment Agreement shall terminate automatically upon the death of
      the Executive.

              


      

    

     

    
      
        	
              	
                d. 

              	
                Result of
      Termination.  Upon termination of Executive’s employment
      pursuant to this Section, Employer shall pay to Executive’s estate, on the
      Termination Date, a lump sum payment of an amount equal to (i) all accrued
      and unused vacation and sick pay payable to Executive by Employer with
      respect to serviced rendered by Executive to Employer through the
      Termination Date; and, (ii) if the Termination Date occurs during the
      Extended Term, an amount equal to twelve (12) months salary based upon the
      then existing salary of Executive, payable in the same manner as salary
      would have been paid to Executive had he continued to work for Employer
      hereunder. In addition to the foregoing, and notwithstanding the
      provisions of any other agreement to the contrary, Employer shall continue
      to provide for the benefit of Executive’s family the medical benefits for
      twelve (12) months following the Termination
  Date

              


      

    

     

    
      
        	
              	
                e. 

              	
                Disability.  This
      Employment Agreement shall terminate upon the Disability of the Executive.
      “Disability” refers to the Executive being unable to perform substantially
      all the duties of his employment, as determined by two physicians who are
      not affiliates of the Company or the Executive, one of whom is selected by
      the Company and one of whom is selected by the
  Executive.

              


      

    

     

    
      
        	
              	
                f. 

              	
                Termination for Good
      Reason:  If Executive terminates his employment for “Good
      Reason”. The Executive shall be entitled to the “Severance Pay” provided
      in subparagraph 6a (ii).

              


      

    

     

    Termination
of Employment for “Good Reason” shall include any of the following, unless the
Executive shall have expressly consented in writing to:

     

    
      	
               
      

            	
              (i)

            	
              The
      assignment of duties inconsistent with or a substantial alteration in the
      nature of, the Executives
responsibilities;

            


    

     

    
      
        	
              	
                (ii) 

              	
                A
      material reduction in compensation or
benefits;

              


      

    

     

    
      
        	
              	
                (iii) 

              	
                A
      relocation of the Executive outside the metropolitan of his current
      residence;

              


      

    

     

    
      
        	
              	
                (iv) 

              	
                Any
      material breach by the Company of any provision of this
      Agreement;

              


      

    

     

    
      
        	
              	
                (v) 

              	
                Any
      failure by the Company to obtain the assumption and performance of this
      Agreement by any successor (by merger or otherwise). Notwithstanding the
      foregoing, the aggregate amount of Severance Compensation paid to the
      Executive hereunder shall not include any amount that the Company is
      prohibited from deducting for federal income tax purposes by virtue of
      Section 280G of the Internal Revenue Code or any successor
      plan.

              


      

    

     

    
      
         

      

      
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              7.  

            	
              Ownership of
      Developments and Indemnification.  The Parties agree that
      the Executive’s primary fiduciary duty is to act in the best interests of
      the Joint Venture, which the Company agrees is anticipated to result in
      mutual benefit to the Companies shareholders.  Therefore, the
      Company shall and does hereby indemnify and hold harmless the Executive
      and his successors and assigns (hereinafter, the “Indemnified Party”) from
      and against any and all losses, claims, demands, costs, damages,
      liabilities, joint and several, expenses of any nature (including
      reasonable attorneys' fees and disbursements), judgments, fines,
      settlements and other amounts arising from any and all claims, demands,
      actions, suits or proceedings, whether civil, criminal, administrative or
      investigative, in which the Indemnified Party was involved or may be
      involved, or threatened to be involved, as a party or otherwise, arising
      out of or incidental to, Executive’s involvement with, shareholder status
      in, or performance of duties for ICE, DSE or the Joint
      Venture.  Said indemnity shall not apply to any final
      adjudication of willful misconduct or the criminal conviction of the
      Indemnified Party. This Section shall survive the dissolution of the Joint
      Venture and the termination of this
Agreement.

            


    

     

    
      
        	
              	
                a. 

              	
                Ownership of Work
      Product.  Company shall own all Work
      Product.  Executive acknowledges that all Work Product is and
      shall be deemed work for hire by Executive as an employee or Consultant of
      Company and owned by the Company. To further evidence Company’s ownership
      rights and independent of this Agreement, Executive shall execute and
      deliver to Company the Employee Intellectual Property Acknowledgement,
      Assignment and Agreement attached hereto as Exhibit A.  To the
      extent any Work Product is not, by operation of law, deemed work made for
      hire by Executive for Company (or if ownership of all right, title and
      interest of the intellectual property rights therein shall not otherwise
      vest exclusively in Company), Executive agrees to assign all such Work
      Product to Company as set forth in the Employee Intellectual Property
      Acknowledgement, Assignment and
Agreement.

              


      

    

     

    
      
        	
              	
                b. 

              	
                Clearance Procedure
      for Developments Not Claimed by Company. In the event
      Executive wishes to create or develop, on his own time and with his own
      resources, anything that may be considered Work Product, but Executive
      believes he should or desires to be entitled to the personal benefit of
      such development or invention, Executive shall observe the following
      clearance procedure set forth in the Employee Intellectual Property
      Acknowledgement, Assignment and Agreement attached hereto as Exhibit
      A.

              


      

    

     

    
      
         

      

      
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              8.  

            	
              Confidentiality.

            


    

     

    
      
        	
              	
                a. 

              	
                Consequences of
      Entrustment with Sensitive Information.  Executive
      recognizes that his position with Company requires considerable
      responsibility and trust. Relying on Executive’s responsibilities
      hereunder and undivided loyalty, Company expects to entrust Executive with
      highly sensitive confidential, restricted, and proprietary information
      involving Trade Secrets and other intellectual
      property.  Executive should recognize that it could prove very
      difficult to isolate these Trade Secrets from business activities that
      Executive might consider pursuing after termination of employment, and in
      some instances, Executive may not be able to compete with Company in
      certain ways because of the risk that Company's Trade Secrets might be
      compromised.  Executive is responsible for protecting and
      preserving Company's proprietary rights for use only for Company's
      benefit, and these responsibilities may impose unavoidable limitations on
      Executive’s ability to pursue some kinds of business opportunities that
      might interest Executive during or after his
  employment.

              


      

    

     

    
      
        	
              	
                b. 

              	
                Restrictions on Use
      and Disclosure of Trade Secrets.  Executive agrees not to
      use or disclose any Trade Secrets of Company during his employment and for
      so long afterwards as the pertinent information or data remain Trade
      Secrets, whether or not the Trade Secrets are in written or tangible form,
      except as required to perform any duties for
  Company.

              


      

    

     

    
      
        	
              	
                c. 

              	
                Screening of Public
      Releases of Information.  In addition, and without any
      intention of limiting Executive’s other obligations under this Agreement
      in any way, Executive shall not, during his employment, reveal any
      nonpublic information concerning the technology pertaining to the
      proprietary products and manufacturing processes of Company (particularly
      technology under current development or improvement), unless Executive has
      obtained approval from Company in advance.  In that connection,
      Executive shall submit to Company for review any proposed scientific and
      technical articles and the text of any public speeches relating to work
      done for Company before they are released or delivered.  Company
      has the right to disapprove and prohibit, or delete any parts of, such
      articles or speeches that might disclose Company's Trade Secrets or
      Confidential Information or otherwise be contrary to Company's business
      interests.

              


      

    

     

    
      	
              9.  

            	
              Return of
      Materials.  Upon the request of Company and, in any
      event, upon the termination of employment hereunder, Executive must return
      to Company and leave at its disposal all memoranda, notes, records,
      drawings, manuals, computer programs, documentation, diskettes, computer
      tapes, and other documents or media pertaining to the business of Company
      or Executive’s specific duties for Company (including all copies of such
      materials).  Executive must also return to Company and leave at
      its disposal all materials involving any Trade Secrets of
      Company.  This obligation applies to all materials made or
      compiled by Executive, as well as to all materials furnished to Executive
      by anyone else in connection with employment
  hereunder.

            


    

     

    
      
         

      

      
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              10.  

            	
              Benefit.  This
      Agreement shall inure to the benefit of and shall be binding upon the
      Parties hereto and their respective successors and assigns but the
      obligations of the Executive hereunder may not be assigned by the
      Executive and are personal to her.  The Executive agrees that
      the Company may arrange for his employment through an employee-leasing
      firm provided that his rights hereunder are not materially
      reduced.

            


    

     

    
      	
              11.  

            	
              Entire
      Agreement.  This instrument contains the entire agreement
      of the Parties and hereby terminates the previous Consulting Agreement
      entered into and effective May 12, 2008.  This Agreement may not
      be changed orally but only by an agreement in writing signed by the party
      against whom enforcement of any waiver, change, modification, extension,
      or discharge is sought.

            


    

     

    
      	
              12.  

            	
              Governing
      Law.  This Agreement shall be governed by and interpreted
      in accordance with the substantive laws of the State of
      California.

            


    

     

    
      	
              13.

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

            


    

     

    


     

    IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

     

    


    
      
        
          
            	
                     

                  	
                     

                  	/s/ Lawrence
      Weisdorn	 
	 	      
                    By:
      

                  	Lawrence
      Weisdorn, (the “Executive”)	 
	 	 	 	 
	 	 	 	 


          

        

      



    

      
        	 	FORCE
      FUELS, INC.	 
	 	 	 	 
	
                 

              	
                 

              	/s/ Thomas
      C. Hemingway	 
	 	By:	Thomas
      C. Hemingway,	 
	 	 	      
                Chairman,
      President, Chief Executive Officer and

                Chief
      Financial Officer

              	 
	 	 	 	 


      



     

     

    


     

     

     

    


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