Unassociated Document


    EXECUTIVE
EMPLOYMENT AGREEMENT

    


    This
Executive Employment Agreement is entered into as of December 31, 2008 (the
“Effective Date”) by and
between Vu1 Corporation, a California corporation (the “Company”), and David T.
Grieger (“Executive”).

    


    1.           Employment.  The
Company hereby employs Executive and Executive hereby accepts employment by the
Company as its Chief Executive Officer.  The Executive shall perform
such executive and managerial duties and responsibilities customary to his
office and as are reasonably necessary to the operations of the Company and as
may be assigned to him from time to time by or under authority of the Board of
Directors of the Company (the “Board”).  Executive
shall report to the Board.  In furtherance of the foregoing, during
the Term and subject to the authority of the Board, the Executive shall have
responsibility for the general management and day to day operations of the
Company.

    


    As a
condition to the effectiveness of this Agreement, concurrently with this
Agreement, Executive shall execute and deliver the Company Nondisclosure,
Invention Assignment, Noncompetition and Nonsolicitation Agreement in the form
attached hereto as Exhibit A, which is
part of this Agreement.

    


    2.           Attention and
Effort.  The Executive's employment by the Company shall be
full-time and exclusive, and during the Term, the Executive agrees that he will
(a) devote his reasonable business time and attention, his reasonable best
efforts, and all his skill and ability to promote the interests of the Company,
(b) carry out his duties in a competent and professional manner; and (c)
work with other employees of the Company in a competent and professional manner;
provided, however, that
Executive may devote reasonable periods of time to (i) engaging in personal
investment activities that do not involve Executive providing any advice or
services to the businesses that compete with the Company or any of its
subsidiaries; and (ii) engaging in charitable or community service
activities, so long as none of the foregoing additional activities materially
interfere with Executive’s duties under this Agreement.

    


    3.           Term.  Unless
earlier terminated by either party, the initial term of this Agreement shall be
from the date hereof until December 31, 2010.  No later than August
30, 2010, the Board and the Executive will initiate discussions for the
extension of the term and mutually acceptable modifications to Section 4,
including additional appropriate stock options compensation and performance
bonuses.


    
      
        
           

          


        

         


      

      
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    4.           Compensation.  During
the term of this Agreement, the Company shall pay or cause to be paid to
Executive, and Executive shall accept in exchange for the services rendered
hereunder by him, the following compensation:

    


    
      	
               
      

            	
              (a)

            	
              Base
      Salary.  Executive’s compensation shall consist of, in
      part, an annual base salary (the “Base Salary”) of
      $240,000 before all customary payroll deductions.  The Base
      Salary shall be paid to Executive in substantially equal installments and
      at the same intervals as other executives of the Company are
      paid.  At the end of each calendar year (or sooner if determined
      by the Board), Executive’s total compensation package payable to Executive
      under this Section 4 (including Executive’s Base Salary, bonuses and
      option grants) shall be reviewed by the Board and may be increased as
      determined by the Board in its sole discretion.  In no event
      will changes be made to Sections 4(b) or
4(c).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Stock
      Compensation.  Executive shall be granted 400,000 shares
      of common stock from the 2007 Stock Compensation Plan as of the date of
      the agreement set forth above, with the exercise price equal to the
      closing market price of the common stock on the grant date.  The
      grant is fully vested upon
issuance.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Option Compensation.
      Executive shall be granted an option to purchase 600,000 shares of
      common stock from the 2007 Stock Compensation Plan as of the date of the
      agreement set forth above, with the exercise price equal to the closing
      market price of the common stock on the grant date.  The options
      shall have a life of 10 years and will vest in equal monthly amounts over
      the 12 months from the date of grant, which is December 31,
      2008.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Bonus Compensation.
      Executive shall be eligible for a bonus of up to 100% of Base
      Salary payable in options to purchase common stock of the Company at the
      discretion of the Board.  If the term of this Agreement is
      extended beyond December 31, 2010, then the bonus will be payable in a
      combination of cash and options.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Performance
      Bonus.  Executive shall be granted an option to purchase
      1,000,000 shares of common stock from the 2007 Stock Compensation Plan as
      of the date of the agreement set forth above, with the exercise price
      equal to the closing market price of the common stock on the grant date,
      which is December 31, 2008.  The options shall have a life of 10
      years and will vest in equal monthly amounts beginning January 1, 2010 and
      will be fully vested on December 31, 2010. Performance bonuses will also
      be established for any extension of the term of this
      Agreement.

            


    

    


    5.           Benefits.

    


    (a)           Health
Benefits.  During the term of this Agreement, the Company shall
provide Executive with the health insurance provided to other senior executives
and Executive will be entitled to participate, subject to and in accordance with
applicable eligibility requirements, in fringe benefit programs as shall be
provided from time to time by, to the extent required, action of the Board (or
any person or committee appointed by the Board to determine fringe benefit
programs).


    
      
        
           

          


        

         


      

      
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    (b)           Business
Expenses.  Executive shall be reimbursed for all reasonable
business expenses according to the Company’s standard practices for expense
reimbursement.  The Executive, as a condition precedent to obtaining
such payment or reimbursement, shall provide to the Company any and all
statements, bills or receipts evidencing the travel or out-of-pocket expenses
for which the Executive seeks payment or reimbursement, and any other
information or materials, as the Company may from time to time reasonably
request.

    


    (c)           Vacation.  During
each calendar year for the term of this Agreement, Executive shall be entitled
to 20 days paid vacation. Executive agrees that no more than 10 days vacation
will be used consecutively without prior consent of the Company. Unused vacation
time may be accrued during the term of this Agreement, but in no event shall
Executive accrue and carry over more than 10 days of paid
vacation.  Any unused vacation time above the amount that may be
carried over is forfeited.

    


    6.           Payments
and Benefits Upon Termination.

    


    (a)           Voluntary Resignation by Employee or
Termination for Cause by the Company.  Following termination of
Executive’s employment by Executive or by the Company for Cause (as defined
below), Company shall pay Executive salary due and owing as of the Executive’s
last day of Employment, plus any accrued but unused vacation, less standard
deductions, and shall reimburse Executive for any outstanding
expenses.  If Executive voluntarily resigns, dies, is Disabled or is
terminated by the Company for Cause, then Executive will not be entitled to any
compensation provided by Section 6(b).

    


    (b)           Termination Without Cause or
Following a Change of Control.  Upon termination of Executive’s
employment by the Company (i) for any reason other than Cause (as defined
below) or (ii) on or within 90 days after a Change of Control, and in each
case provided that the Executive signs a release of all claims or potential
claims against the Company, the Company shall pay Executive six months of
Executive’s annual Base Salary in effect immediately prior to the date of
Executive’s termination (the “Cash Severance”), payable on
the Company’s regularly scheduled pay day(s).  All payments under this
Section 6 are subject to applicable federal and state payroll withholding
or other applicable taxes.  In addition, the Company will reimburse
Executive for 6 months for each year or portion thereof of service with the
Company for any COBRA related payments made by Executive beginning with the
first month of eligible COBRA benefits available to Executive for a maximum of
12 months.   In addition, any and all stock options in Section 4
or granted subsequent to this Employment Agreement  that are not
vested as of the date of termination shall vest immediately and become
exercisable effective with the date of termination.


    
      
        
           

          


        

         


      

      
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    (c)           “Cause”
Definition.  For purposes of this Agreement, “Cause” means, in the Company’s
sole determination, the occurrence of any of the
following:  (i) the Executive's failure or refusal to perform, or
Executive’s gross misconduct or negligence in the performance of, his duties and
responsibilities as Chief Executive Officer, or the breach by Executive of any
provision of this Agreement, but in each case, any occurrence of “Cause” under
this subsection 6.(c)(i) will exist only if Executive has received first written
notice of the alleged misconduct, negligence, or breach and has failed to
perform the duties or responsibilities or cure the alleged breach within the
30-day period following Executive’s receipt of the notice; (ii) violation
by Executive of a state or federal law, rule or regulation involving the
commission of a crime against the Company (including violation of any statutory
or common law duty of loyalty to the Company) or that is potentially materially
injurious to the Company, or any felony or any crime involving moral turpitude,
dishonesty or theft; (iii) any act of misconduct, theft, misappropriation
of Company property, moral turpitude, fraud, intentional misrepresentation, bad
faith or dishonesty by Executive; (iv) any act by Executive that
substantially materially injures or could reasonably be expected to
substantially materially injure the business or business relationships of the
Company; or (vi) Executive’s inability to perform his duties because of
sickness or injury for more than 30 consecutive days.

    


    (d)           “Change of Control”
Definition.  For purposes of this Agreement, “Change of Control” shall mean
the occurrence of any of the following events:  (i) the
consummation of the sale or disposition by the Company of all or substantially
all the Company’s assets in one or a series of related transactions; or
(ii) the consummation of a merger or consolidation of the Company or share
exchange involving any other corporation, other than (A) a merger,
consolidation or share exchange which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (B) a merger
effected solely for purposes of changing the domicile of the
Company.

    


    7.           Governing Law; Attorneys’
Fees.  This Agreement shall be governed by and construed in
accordance with the laws of the state of Washington applicable to contracts made
and to be performed there.  The substantially prevailing party in any
litigation shall be entitled to recover from the other party all costs and
expenses, including reasonable attorneys’ fees and disbursements, in connection
with such litigation, arbitration or similar proceeding.

    



    
      
        
           

          


        

         


      

      
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    8.           Amendments; Waiver;
Cure.  No amendment, waiver or modification in whole or in part
of this Agreement, or any term or condition of this Agreement, shall be
effective unless in writing and duly signed by the party sought to be
bound.  Any waiver of any breach of any provision hereof or any right
or power by any party on one occasion shall not be construed as a waiver of, or
a bar to, the exercise of such right or power on any other occasion or as a
waiver of any subsequent breach.

    


    9.           Binding Effect;
Successors.  This Agreement shall be binding upon, inure to the
benefit of and be enforceable by the Company and Executive and their respective
heirs, legal representatives, successors and assigns.

    


    EXECUTED
by the parties in Seattle, Washington as of the Effective Date.

    


    
      	 	EXECUTIVE:	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ David
      T. Grieger	 
	 	 	David
      T. Grieger	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        	 	
                COMPANY:

                 

                VU1 CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Mark
      Weber	 
	 	 	Name:Mark
      Weber 	 
	 	 	Title:
      Director	 
	 	 	 	 


      

    

    


    
 


    
      
        
           

          


        

         


      

      
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    Exhibit
A

    


    Form
of Executive Nondisclosure, Nonsolicitation And

    Invention
Assignment Agreement

    


    


    This
Executive Nondisclosure, Nonsolicitation and Invention Assignment Agreement
Nondisclosure and Invention Assignment Agreement (“Agreement”) is entered into by
and between the individual referenced on the signature page (“Executive”) and Vu1
Corporation, a California corporation (the “Company”).

    


    The
parties agree as follows:

    


    1.           Confidentiality.  Executive
recognizes that during the course of employment with the Company, Executive will
have access to certain Confidential Information (as defined below) relating to
the business of the Company.  Executive agrees that all Confidential
Information shall remain the exclusive property of the Company.

    


    At all
times during or following Executive’s employment with the Company, Executive
agrees not to disclose to anyone outside the Company, nor to use for any purpose
other than Executive’s work for the Company, (i) any Confidential Information or
(ii) any information the Company has received from others which Executive knows
the Company is obligated to treat as confidential or proprietary.

    


    2.           Definition of Confidential
Information.  “Confidential Information”
means any information or material in which the Company has rights, whether or
not owned or developed by the Company, which is not generally known other than
by the Company, and which Executive may obtain knowledge of through or as a
result of the employment relationship established with the Company.

    


    Without
limiting the foregoing, Confidential Information includes:  (a) any
and all information in which the Company has rights relating to the invention,
design and development of the Company’s products and any other proprietary
technical information of the Company that is not generally known other than by
the Company; and (b) any and all business plans, marketing techniques and plans,
financial materials, cost data, customer lists, vendor lists, pricing policies
and other proprietary business information of the Company that is not generally
known other than by the Company.

    


    Confidential
Information will not include information that (i) Executive lawfully obtains
from any third party who has lawfully obtained such information; (ii) is
generally available to the public or is later published or generally disclosed
to the public by the Company; or (iii) was already known to or in possession of
Executive prior to disclosure by the Company.


    
      
        
           

          


        

         


      

      
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    3.           Inventions, Copyrights and
Patents.  The Company owns all Inventions and Works (as defined
below) that Executive makes, conceives, develops, discovers, reduces to practice
or fixes in a tangible medium of expression, alone or with others, either (a)
during the term of Executive’s employment by the Company (whether or not during
working hours), or (b) within 12 months after Executive’s employment ends if the
Invention or Work is derived from or relates to any work Executive performed for
the Company or involves the use or assistance of the Company’s facilities,
materials, personnel or Confidential Information.  The Company also
owns all Inventions and Works that Executive brings to the Company that are used
in the course of the Company’s business or that are incorporated into any
Inventions or Works that belong to the Company.

    


    Executive
will promptly disclose to the Company, hold in trust for the Company’s sole
benefit, and assign to the Company and hereby assigns exclusively to the Company
all Executive’s right, title, and interest in and to any and all Inventions and
Works.  Executive hereby waives any and all claims of any nature
whatsoever that Executive now or hereafter may have for infringement of any
patent resulting from any patent applications for any
Inventions.  Executive agrees that all Works shall be considered
“works made for hire” so that the Company will be considered the author of the
Works under the federal copyright laws.  At the Company’s direction
and expense Executive will execute all documents and take all actions necessary
or convenient for the Company to give effect to the assignment to, and vesting
of ownership in, the Company of all Inventions and Works.  The Company
shall have full control over all applications for patents or other legal
protection of Inventions and Works.

    


    “Inventions” means discoveries,
developments, concepts, ideas, improvements to existing technology, processes,
procedures, machines, products, compositions of matter, formulae, algorithms,
software, computer programs and techniques, and all other matters ordinarily
intended by the word “invention,” whether or not patentable or copyrightable,
including all copyrights (including renewal rights), patent rights and trade
secret rights, vested and contingent.  “Inventions” also includes all
records and expressions of those matters.  “Works” means original works of
authorship, including interim work product, modifications and derivative works,
and all similar matter, whether or not copyrightable.

    


    Except as
expressly provided herein, “Inventions” or “Works” shall not include inventions
or works for which no equipment, supplies, facilities or trade secret
information of the Company was used and which were developed entirely on
Executive’s own time, unless (a) the invention or work relates directly to the
Company’s actual or demonstrably anticipated business, or (b) the invention or
work derives from or relates to any work Executive performed for the
Company.

    


    4.           Reverse
Engineering.  Executive agrees that Executive will not engage,
nor cause any other person, firm, corporation or other entity to engage, in the
reproduction of Confidential Information, Inventions or Works through the
techniques of “reverse engineering” as described in Title 17, United States
Code, Section 906, as such statute may be amended from time to
time.

    


    5.           Return of
Materials.  At the time Executive leaves the employ of the
Company, or sooner at the request of the Company, Executive shall return all
papers, drawings, notes, memoranda, manuals, specifications, designs, devices,
documents, diskettes, tapes, prototypes and products, and any other material on
any media containing or disclosing any confidential or proprietary technical or
business information, except for any documents or other materials received as a
shareholder of the Company, this Agreement, the Executive Employment Agreement
and any other Company documents describing or setting forth Executive’s rights
to compensation or benefits from the Company.  Executive shall also
return any keys, pass cards, identification cards, or other property belonging
to the Company.


    
      
        
           

          


        

         


      

      
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    6.           Other Employment While Employed by
the Company.  While employed by the Company, Executive shall
not do work that competes with or relates to any of the Company’s products or
activities without first obtaining the Company’s written
permission.  Any business opportunities related to the Company’s
business that Executive learns of or obtains while employed by the Company
(whether or not during working hours) belong to the Company, and Executive shall
pursue them only for the Company’s benefit.

    


    7.           Disclosure of New
Work.  Before Executive undertakes any work for any other party
during employment by the Company or within 12 months after employment ends that
will involve subject matter related to the Company’s activities, Executive shall
fully disclose the proposed work to the Company.

    


    8.           Nonsolicitation.  So
long as Executive is employed by the Company and for 12 months after employment
ends, regardless of the reason it ends, Executive shall not directly or
indirectly (a) solicit any employee or executive to leave his or her employment
with the Company or (b) solicit business from clients, customers or account
holders of the Company that is substantially similar to the business then
conducted by the Company.  For purposes of the foregoing, Executive
shall not do any of the following:  (i) disclose to any third
party the names, backgrounds or qualifications of any Company employees or
executives or otherwise identify them as potential candidates for employment;
(ii) personally or through any other person, approach, recruit or otherwise
solicit employees or executives of the Company to work for any other employer;
(iii) participate in any pre-employment interviews with any person who was
employed by the Company during the term of this Agreement; (iv) disclose to
any third party the names, background or any information about any Company
clients, customers or account holders, or otherwise identify them as potential
sources of business; (v) personally or through any other person, approach
or otherwise solicit clients, customers or account holders of the Company as
potential sources of business.  The term “solicit” or “solicitation”
or the like does not include general advertisements or other solicitations to
the general public.

    


    9.           No Conflicting
Agreements.  Except for obligations to former employers,
Executive is not a party to any agreements, such as confidentiality agreements,
or assignment of invention agreements, with any other party except for those
disclosed to the Company in writing prior to the execution of this
Agreement.  No agreement with a former employer prohibits Executive
from being employed by the Company.

    


    10.           Trade
Secrets.  Executive acknowledges that disclosure or use of a
trade secret without express or implied consent violates the Uniform Trade
Secrets Act. RCW 19.108.010. Executive acknowledges that the Company is not
seeking to obtain such trade secrets and agrees not to improperly disclose trade
secrets to the Company.

    


    11.           Intentionally
Blank.

    


    12.           Injunctive
Relief.  Executive acknowledges that any violation of this
Agreement by Executive will cause irreparable injury to the Company and the
Company shall be entitled to extraordinary relief in court, including, but not
limited to, temporary restraining orders, preliminary injunctions, and permanent
injunctions, without the necessity of posting bond or security. Executive consents to
the Company notifying anyone to whom Executive may provide services of the
existence and terms of this Agreement.


    
      
        
           

          


        

         


      

      
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    13.           Severability.  To
the extent that any provision of this Agreement shall be determined to be
invalid or unenforceable, such provision shall be deleted from this Agreement,
and the validity and enforceability of the remainder of this Agreement shall be
unaffected.  In furtherance of, and not in limitation of, the
foregoing, it is expressly agreed that, should the duration or geographical
extent of, or the business activities covered by this Agreement be finally
determined to be in excess of that which is valid or enforceable under
applicable law, such provision shall be construed to cover only that geography,
duration, extent, or activities that may validly or enforceably be covered.
Executive acknowledges the uncertainty of the law in this respect and expressly
stipulates that this Agreement shall be construed in a manner which renders its
provisions valid and enforceable to the maximum extent (not exceeding its
express terms) possible under applicable law.

    


    14.           Miscellaneous.  The
substantially prevailing party in any litigation brought under the terms of this
Agreement shall be entitled to an award of reasonable costs and expenses of
litigation and any appeal, including reasonable attorneys’ fees.  This
Agreement shall be governed by the laws of the State of
Washington.  Executive’s obligations under this Agreement supplement
and do not limit other obligations Executive has to the Company, including
without limitation under the law of trade secrets.  This Agreement
shall be enforceable regardless of any claim Executive may have against the
Company.  If any provision of this Agreement is held to be
unenforceable as written, it shall be enforced to the maximum extent allowed by
applicable law.  If any provision of this Agreement is void or is so
declared, such provision shall be severed from this Agreement, which shall
otherwise remain in full force and effect.  This Agreement shall
survive termination of Executive’s employment, however caused.  This
Agreement is the final and complete expression of the parties’ agreement on
these subjects, and may be amended only in a writing signed by the Company and
Executive.

    


    DATED
this 31st day of December, 2008.

     

    
      


      
        	 	EXECUTIVE:	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ David
      T. Grieger	 
	 	 	David
      T. Grieger	 
	 	 	 	 
	 	 	 	 


      

       

      
        
          	 	
                  COMPANY:

                   

                  VU1 CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Mark
      Weber	 
	 	 	Name:Mark
      Weber 	 
	 	 	Title:
      Director	 
	 	 	 	 


        

      

      


      

 

    

    



    
      
        
           

          


        

         


      

      
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