U.S Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

EMPLOYMENT AGREEMENT 

THIS AGREEMENT made as of the
1st day of July, 2013 

BETWEEN: 

US Geothermal Inc., a body
corporate having an office at 1505 
Tyrell Lane Boise, Idaho 83706 
(the
"Company") 

AND: 

Douglas J. Glaspey of 1940 Teal
Lane, Boise, Idaho 83706 
(the "Executive") 

WHEREAS: 

A.               
The Company is in the business of developing and operating geothermal power
generation facilities; 

B.                
The Executive is a senior executive with extensive Company and industry
experience and the Company wishes to engage Executive as its President and Chief
Operating Officer; 

C.                
The Company has determined that appropriate arrangements should be taken to
encourage the continued attention and dedication of the Executive to his
assigned duties without distraction; 

D.                
In Consideration of the Executive’s employment with the Company, the Company
desires to provide the Executive with certain compensation and benefits as set
forth in this Agreement in order to ameliorate the financial and career impact
on the Executive in the event the Executive’s employment with the Company is
terminated for a reason related to a Change in Control of the Company; 

E.                
The Company and the Executive (the “Parties”) wish to enter into
this written Employment Agreement (“Agreement”). 

NOW THEREFORE in consideration of the respective
covenants and agreements herein, the Parties covenant and agree as follows: 




- 2 - 

	1. 	
      Employment




	1.1                
Position and Duties


The Company agrees to employ the Executive and the Executive
hereby accepts employment with the Company as its President and Chief
Operating Officer during the Term (as defined in paragraph 1.2 below)
subject to the general supervision, advice and direction of the Company’s Chief
Executive Officer (“CEO”) and the Company’s Board of Directors
(“Board”), and subject to the terms and conditions of this Agreement. The
Executive’s authority, duties and responsibilities shall be consistent with such
authority, duties and responsibilities as are customary for his position.
Executive shall also perform such other services and duties as the CEO or Board
may from time-to-time lawfully assign or communicate to the Executive on behalf
of the Company by the Board. Executive will comply with all rules, policies and
procedures of Company as modified from time to time, including without
limitation, rules and procedures set forth in the Company’s employee handbook,
supervisor’s manuals and operating manuals. Executive will perform all of
Executive’s responsibilities in compliance with all applicable laws and will
ensure that the operations that Executive manages are in compliance with all
applicable laws.

	1.2                
Term


The initial term of employment pursuant to this Agreement shall
be from July 1, 2013 (the “Effective Date”) and this Agreement shall
remain in full force and effect until the earlier of June 30, 2015 or until
terminated as hereinafter provided. This Agreement will automatically renew at
the end of the initial term and at the end of each subsequent term, for an
additional one (1) year term unless either party gives written notice of
non-renewal to the other at least sixty (60) days prior to the expiration of the
then current term. The initial term of this Agreement and any subsequent one
year extensions(s) will be referred to as the “Term.” 

	1.3                
Service
	 	 
	1.3.1                
During the Term the Executive
shall:



	 	i. 	
      well and faithfully serve the Company and use his best
      efforts to promote the best interests of the Company;

	 	 	 
	 	ii. 	
      devote one hundred percent of his working time to his
      Employment hereunder, and while engaged in his employment will have the
      authority and duty to perform and carry out such duties and
      responsibilities as are customarily carried out by persons holding similar
      positions in other renewable energy companies comparable in size to the
      Company and such additional and related duties as
may from time to time be assigned, delegated, limited or
      determined by the CEO or Board;







- 3 - 

	 	iii. 	
      comply in all material respects with any Company policies
      that may apply to the Executive from time to time;



1.3.2                
During the term, and after Executive’s employment with the Company ends, the
Company shall defend and indemnify Executive in connection with legal claims,
lawsuits, causes of action, or liabilities asserted against him arising out of
or related to his employment with the Company to the maximum extent permitted by
law and the Company’s Certificate of Incorporation or Bylaws. The Company will
also provide the Executive with an advance for any expenses in connection with
such defense and/or indemnification to the maximum extent permitted by law and
the Company’s Certificate of Incorporation or Bylaws. 

	2. 	
      Other Business Activities



It is agreed that the Executive's employment hereunder shall
constitute one hundred percent of his working time which shall be devoted
exclusively for the benefit of the Company, and therefore, the Executive may not
engage in any other business activities that would interfere with, or impede,
the performance of his duties as President and Chief Operating Officer of the
Company.

	3. 	
      Compensation



In consideration of the performance by the Executive of his
responsibilities and duties as President and Chief Operating Officer hereunder:


	 	i. 	
      the Company will pay the Executive the sum of US
      $220,000 per annum, payable in monthly installments of $18,333 no
      later than the last working day of the month;

	 	 	 
	 	ii. 	
      the Company will grant the Executive cash or stock bonus
      and/or Stock Options in such amount and on such conditions as the Board of
      Directors of the Company may determine from time to time;

	 	 	 
	 	iii. 	
      the Company will provide the Executive and his immediate
      family (consisting of spouse and children) with medical, dental and
      related coverages as are available to the other employees of the
      Company;

	 	 	 
	 	iv. 	
      the Company will provide the Executive reasonable life
      insurance and accidental death coverage with the proceeds payable to the
      Executive’s estate or specified family member;
and







- 4 - 

	 	v. 	
      the Company will provide a 401K retirement benefit as is
      available to the other employees of the
Company.




	4. 	
      Expenses



The Company will reimburse the Executive for any and all
reasonable and documented expenses actually and necessarily incurred by the
Executive in connection with the performance of his duties under this Agreement.
The Executive will furnish the Company with an itemized account of his expenses
in such form or forms as may reasonably be required by the Company and at such
times or intervals as may be required by the Company, and reimbursement by the
Company will be made as soon as administratively practicable thereafter but in
no event later than the earlier of (i) three (3) months after the date of
termination and (ii) and no later than the end of the calendar year in which the
expense was incurred. 

	5. 	
      Vacation



The Executive will be entitled to a paid vacation of five weeks
within each 12 month period under the terms of this Agreement, to be calculated
from the date of commencement of employment set forth in Section 2 herein. This
vacation must be taken on dates which do not adversely compromise the
Executive’s performance of his duties under this Agreement. 

	6. 	
      Termination



This Agreement and the Executive's employment may be terminated
by the Company summarily and without notice, payment in lieu of notice,
severance payments, benefits, damages or any sums whatsoever, on the occurrence
of any one or more of the following events: 

	 	i. 	
      the Executive’s failure to carry out his duties hereunder
      in a competent and professional manner;

	 	 	 
	 	ii. 	
      the Executive’s appropriation of corporate opportunities
      for the Executive’s direct or indirect benefit or his failure to disclose
      any material conflict of interest;

	 	 	 
	 	iii. 	
      the Executive’s plea of guilty to, or conviction of, an
      indictable offence once all appeals (if any) have been completed without
      such conviction having been reversed;

	 	 	 
	 	iv. 	
      the existence of cause for termination of the Executive
      at common law including but not limited to cause related to fraud,
      dishonesty, illegality, breach of statute or regulation, or gross
      incompetence;







- 5 - 

	 	v. 	
      failure on the part of the Executive to disclose material
      facts concerning his business interests or employment outside of his
      employment by the Company, provided such facts relate to the Executive’s
      duties hereunder;

	 	 	 
	 	vi. 	
      refusal on the part of the Executive to follow the
      reasonable and lawful directions of the Company;

	 	 	 
	 	vii. 	
      breach of fiduciary duty to the Company on the part of
      the Executive; or

	 	 	 
	 	viii. 	
      material breach of this Agreement or gross negligence on
      the part of the Executive in carrying out his duties under this
      Agreement.



6.1                
In the event of the early termination of the Agreement for any reason
set out in Section 6 above, the Executive shall only be entitled to such
compensation as would otherwise be payable to the Executive hereunder up to and
including such date of termination, as the case may be.

6.2                
This Agreement and the Executive's employment may be terminated on
notice by the Company to the Executive for any reason other than for the reasons
set out in Section 6 above of this Agreement upon one month’s notice to the
Executive. In such event, the Executive will be entitled to payment of salary up
to and including such date of termination and the pro-rata monetary equivalent
of any unused vacation days accrued to the date of termination payable in
accordance with usual payroll practices but in no event later than two and
one-half (2 1⁄2) months following the date of termination and the Executive shall
not have any ability to influence the tax year in which payment is made.
Expenses incurred up to and including such date of termination shall be
reimbursed only in accordance with Section 4. 

6.3                
This Agreement and the Executive's employment may be terminated on
notice by the Executive to the Company for any reason upon sixty (60) days’
notice to the Company. In such event, the Executive will be entitled to payment
of salary up to and including such date of termination and the pro-rata monetary
equivalent of any unused vacation days accrued to the date of termination.
Expenses incurred up to and including such date of termination shall be
reimbursed only in accordance with Section 5. 

6.4                
In the event that (i) Executive’s employment is terminated either by Company
without Cause or by Executive for Good Reason (as defined below), and (ii) a
Change of Control (as defined below) has occurred within the twelve (12) month
period preceding the date of such termination, the Executive shall be entitled
to receive a lump sum payment in an amount equal to twenty-four (24) monthly
installments of the Executive’s base annual salary as set forth under Section
3(i). Any payments made under this Section 6.4, in all events, will be paid on
the 30th day following of the date of termination. For purposes of
this Section 6.4, the Executive shall be considered to have had a termination of
employment as of the date that the facts and circumstances indicate that it is
reasonably anticipated that the Executive will perform no further services for the Company and its affiliates after such date or
that the level of bona fide services for the Company and its affiliates that the
Executive is expected to perform is expected to decrease permanently to no more
than 20% of the average level of bona fide services that the Executive performed
over the immediately preceding 36-month period. Whether the Executive has had a
termination of employment will be determined in a manner consistent with the
definition of “separation from service” under Code section 409A. 




- 6 - 

6.5                
If this Agreement is terminated in accordance with Section 6.4 and if the
Executive elects continuation coverage under COBRA, the benefits provided to the
Executive pursuant to Section 3(iii) of this Agreement shall continue for the
number of months of compensation the Executive is entitled to following the
termination of employment pursuant to Section 6.4 or until the Executive
commences alternative employment, whichever occurs first, but in no event will
such coverage extend beyond the period which the Executive is eligible for COBRA
continuation coverage; provided that, if such continued participation is not
permissible under applicable law, Company or its successor shall provide
Executive with benefits substantially similar to those to which Executive would
have been entitled under those plans in which Executive’s continued
participation is not permissible. The percentage of the contributions by the
Company for the cost of the benefits provided pursuant to this Section 6.5 shall
be at the same level as the Company’s contribution for such benefits during the
Executive’s employment. 

	7. 	
      CONFIDENTIAL INFORMATION



7.1                
The Executive acknowledges that, by reason of the Executive's employment by
the Company, the Executive will have access to Confidential Information (as
defined herein )of the Company that the Company has spent time, effort and money
to develop and acquire. For the purposes of this Agreement any reference to the
“Company” shall mean the Company, and such respective affiliates and
subsidiaries as may exist from time to time. 

7.2                
The Executive acknowledges that the Confidential Information is a valuable
and unique asset of the Company and that the Confidential Information is and
will remain the exclusive property of the Company. 

7.3                
The Executive agrees to maintain securely and hold in strict confidence all
Confidential Information received, acquired or developed by the Executive or
disclosed to the Executive as a result of or in connection with the Executive's
employment with the Company. The Executive agrees that, both during his
employment with the Company and after the termination of his employment with the
Company, the Executive will not, directly or indirectly, divulge, communicate,
use, copy or disclose or permit others to use, copy or disclose, any
Confidential Information to any person, except as such disclosure or use is
required to perform his duties hereunder or as may be consented to by prior
written authorization of the Company. 




- 7 - 

7.4                
The obligation of confidentiality imposed by this Agreement shall not apply
to information that appears in issued patents or printed publications, that
otherwise becomes generally known in the industry through no act of the
Executive in breach of this Agreement, or that is required to be disclosed by
court order or applicable law. 

7.5                
The Executive understands that the Company has from time to time in its
possession information belonging to third parties or which is claimed by third
parties to be confidential or proprietary and which the Company has agreed to
keep confidential. The Executive agrees that all such information shall be
Confidential Information for the purposes of this Agreement. 

7.6                
The Executive agrees that documents, copies, records and other property or
materials made or received by the Executive that pertain to the business and
affairs of the Company, including all Confidential Information which is in the
Executive's possession or under the Executive's control are the property of the
Company and that the Executive will return same and any copies of same to the
Company immediately upon termination of the Executive's employment or at any
time upon the request of the Company. 

8.                
RESTRICTED ACTIVITIES 

	8.1                
Restriction on
Competition.


The Executive covenants and agrees with the Company that the
Executive will not, without the prior written consent of the Company, at any
time during his employment or for a period of twelve (12) months following the
termination of the Executive's employment, for any reason, either individually
or in partnership or in conjunction with any person, whether as principal,
agent, shareholder, director, officer, employee, investor, or in any other
manner whatsoever, directly or indirectly, advise, manage, carry on, be engaged
in, own or lend money to, or permit the Executive's name or any part thereof to
be used or employed by any person managing, carrying on or engaged in a
geothermal business anywhere in Oregon, Idaho, Nevada, or the Republic of
Guatemala or other jurisdiction in which the Company is carrying on active
business which is in Direct Competition with the business of the Company or its
subsidiaries.

	8.2                
Restriction on
Solicitation.


The Executive shall not, at any time during his employment or
for a period of twelve (12) months after the termination of the Executive's
employment, for any reason, without the prior written consent of the Company,
for his account or jointly with another, either directly or indirectly, for or
on behalf of himself or any individual, partnership, corporation or other legal
entity, as principal, agent, employee or otherwise, solicit, influence, entice
or induce, attempt to solicit, influence, entice or induce: 

	 	i. 	any person who is employed by the Company to
      leave such employment; or 






- 8 - 

	 	ii. 	
      any person, firm or corporation whatsoever, who is or was
      at any time in the last twelve (12) months of the Executive's employment a
      customer or supplier of the Company or any affiliate or subsidiary of the
      Company, to cease its relationship with the Company or any affiliate or
      subsidiary of the Company.




	9. 	
      Acknowledgement



The Executive acknowledges that damages would be an
insufficient remedy for a breach by him of this Agreement and agrees that the
Company may apply for and obtain any relief available to it in a court of law or
equity, including injunctive relief, to restrain breach or threat of breach of
this Agreement by the Executive or to enforce the covenants contained therein
and, in particular, the covenants contained in Sections 8 and 9, in addition to
rights the Company may have to damages arising from said breach or threat of
breach. 

	10. 	
      Representations and
Warranties



The Executive represents and warrants to the Company that the
execution and performance of this Agreement will not result in or constitute a
default, breach, or violation, or an event that, with notice or lapse of time or
both, would be a default, breach, or violation, of any understanding, agreement
or commitment, written or oral, express or implied, to which the Executive is
currently a party or by which the Executive or Executive's property is currently
bound. 

Executive represents and warrants to Company that Executive is
free to enter into this Agreement and has no contract, commitment, arrangement
or understanding to or with any party that restrains or is in conflict with
Executive’s performance of the covenants, services and duties provided for in
this Agreement. Executive agrees to indemnify Company and hold it harmless
against any and all liabilities or claims arising out of any unauthorized act or
acts by Executive that, the foregoing representation and warranty to the
contrary notwithstanding, are in violation, or constitute a breach, of any such
contract, commitment, arrangement or understanding. 

Executive acknowledges and agrees that Company has made no
representations or warranties with respect to the tax consequences of any of the
payments or other consideration provided by the Company to Executive under the
terms of this Agreement, and that Executive is solely responsible for
Executive’s compliance with any and all laws applicable to such payments or
other consideration. 

Company may take such action as it deems appropriate to insure
that all applicable federal, state, city and other payroll, withholding, income
or other taxes arising from any compensation, benefit or any other payments made
pursuant to this Agreement, or any other contract, agreement or understanding
that relates, in whole or in part, to Executive’s employment with Company, are
withheld or collected from Executive.




- 9 - 

	11. 	
      Governing Law



This Agreement shall be construed and enforced in accordance
with the laws of the State of Idaho, USA. 

	12. 	
      Entire Agreement



This Agreement constitutes the entire agreement between the
parties hereto with respect to the relationship between the Company and the
Executive and supersedes all prior arrangements and agreements, whether oral or
in writing between the parties hereto with respect to the subject matter hereof.


	13. 	
      Amendments



No amendment to or variation of the terms of this Agreement
will be effective or binding upon the parties hereto unless made in writing and
signed by both of the parties hereto. 

	14. 	
      Assignment



This Agreement is not assignable by the Executive. This
Agreement is assignable by the Company to any other company which controls, is
controlled by, or is under common control with the Company. This Agreement shall
enure to the benefit of and be binding upon the Company and its successors and
permitted assigns and the Executive and his heirs, executors and administrators.


	15. 	
      Severability



Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of the prohibition or unenforceability and shall be severed from
the balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction. 

	16. 	
      Headings



The division of this Agreement into Sections and the insertion
of headings are for convenience or reference only and shall not affect the
construction or interpretation of this Agreement. 

	17. 	
      Time of Essence



Time shall be of the essence in all respects of this Agreement.


	18. 	
      Independent Legal
Advice







- 10 - 

The Executive agrees that he has had, or has had the
opportunity to obtain, independent legal advice in connection with the execution
of this Agreement and has read this Agreement in its entirety, understands its
contents and is signing this Agreement freely and voluntarily, without duress or
undue influence from any party. 

	19. 	
      Notice



Any notice required or permitted to be made or given under this
Agreement to either party shall be in writing and shall be sufficiently given if
delivered personally, by electronic transmission, or if sent by prepaid
registered mail to the intended recipient of such notice at their respective
addresses set forth below or to such other address as may, from time to time, be
designated by notice given in the manner provided in this Section: 

In the case of Company: 

US
Geothermal Inc. 
1505 Tyrell Lane 
Boise, Idaho 83706 
Attention:
Corporate Secretary 

Phone No.: (208) 424-1027 
Fax No.: (208)
424-1030 

In the case of Executive: 

Douglas J. Glaspey 
1940
Teal Lane 
Boise, Idaho 83706 
Telephone No.: 208 841 5573


Any notice delivered to the party to whom it is addressed shall
be deemed to have been given and received on the day it is so delivered or, if
such day is not a business day, then on the next business day following any such
day. Any notice mailed shall be deemed to have been given and received on the
10th business day following the date of mailing. In the case of facsimile
transmission, notice is deemed to have been given or served on the party to whom
it was sent at the time of dispatch if, following transmission, the sender
receives a transmission confirmation report or, if the sender’s facsimile
machine is not equipped to issue a transmission confirmation report, the
recipient confirms in writing that the notice has been received. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 




- 11 - 

US GEOTHERMAL INC. 

By: /s/ Dennis J. Gilles   

 

SIGNED by the Executive in the presence of: 

	/s/ Kerry D.
      Hawkley                
       	/s/ Douglas J.
      Glaspey          
	Witness 	Douglas J. Glaspey 


Kerry D. Hawkley__________
Printed Name of Witness


 

 




- 12 - 

SCHEDULE “A” 

DEFINITIONS 

The following terms shall have the following definitions: 

(a) “Board” means the Board of Directors of the Company;


(b) “Cause” has the meaning commonly ascribed to the
phrase “cause” or “just cause for termination” at common law and, without
limiting the foregoing, includes any of the following acts or omissions by
Executive: 

	 	i. 	
      willful misconduct in the performance of Executive’s
      duties which is materially injurious to Company;

	 	 	 
	 	ii. 	
      refusal, without proper reason, to perform his duties
      after being provided notice within sixty days of any alleged refusal and
      an opportunity to cure same;

	 	 	 
	 	iii. 	
      committing an act of fraud, embezzlement, or willful
      breach of a fiduciary duty to Company, or a material breach of this
      Agreement (including the unauthorized disclosure of confidential or
      proprietary material information of Company or other violations of
      Sections 7 or 8);

	 	 	 
	 	iv. 	
      being convicted of (or pleading no contest to) a crime
      involving fraud, dishonesty, or moral turpitude or any felony;
or

	 	 	 
	 	v. 	
      being convicted of (or pleading no contest to) any
      violation of U.S. or foreign securities laws or entering into a cease and
      desist order with the Securities and Exchange Commission alleging
      violation of U.S. or foreign securities laws. No act, or failure to act,
      on Executive's part shall be considered “willful” unless done, or omitted
      to be done, by him other than in good faith and without reasonable belief
      that his action or omission was in the best interest of
  Company.



(c) “Change of Control” means an event occurring after
the effective date of this Agreement pursuant to which: 

	 	i. 	
      a merger, amalgamation, arrangement, consolidation,
      reorganization or transfer takes place in which securities of the Company
      possessing more than 50% of the total combined voting power of the
      Company’s outstanding voting securities are acquired by a person or
      persons different from the person holding those voting securities
      immediately prior to such event, and the composition of the board of
      Directors of the Company following such event is such that the directors
      of the Company prior to the transaction constitute less than 50% of the
      Board membership following the event;







- 13 - 

	 	ii. 	
      any person or any combination of persons acting jointly
      or in concert by virtue of an agreement, arrangement, commitment or
      understanding acquires, directly or indirectly, 50% or more of the voting
      rights attached to all outstanding voting securities; public and private
      placement share offerings are exempt from this clause;

	 	 	 
	 	iii. 	
      any person, or combination of persons, acting jointly or
      in concert by virtue of an agreement, arrangement or commitment or
      understanding acquires, directly or indirectly, the right to appoint a
      majority of the directors of the Company; or

	 	 	 
	 	iv. 	
      the Company sells, transfers or otherwise disposes of all
      or substantially all of its assets, except that no Change of Control will
      be deemed to occur if such sale or disposition is made to a subsidiary or
      subsidiaries of the Company.



(d) “COBRA” means the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended. 

(e) “Code” means the Internal Revenue Code of 1986, as
amended. 

(f) “Confidential Information” means all trade secrets,
proprietary information and other data or information (and any tangible
evidence, record or representation thereof), whether prepared, conceived or
developed by an employee of the Company (including the Executive) or received by
the Company from an outside source which is maintained in confidence by the
Company or any of its employees, contractors or customers including, without
limitation: 

	 	i. 	
      any ideas, drawings, maps, improvements, know-how,
      research, geological records, drill logs, inventions, innovations,
      products, services, sales, scientific or other formulae, core samples,
      processes, methods, machines, procedures, tests, treatments, developments,
      technical data, designs, devices, patterns, concepts, computer programs or
      software, records, data, training or service manuals, plans for new or
      revised services or products or other plans, items or strategy methods on
      compilation of information, or works in process, or any inventions or
      parts thereof, and any and all revisions and improvements relating to any
      of the foregoing (in each case whether or not reduced to tangible form)
      that relate to the business or affairs of the Company or that result from
      its marketing, research and/or development activities;

	 	 	 
	 	ii. 	
      any information relating to the relationship of the
      Company with any personnel, suppliers, principals, investors, contacts or
      prospects of the Company and any information relating to the requirements,
      specifications, proposals, orders, contracts or transactions of or with
      any such persons;







- 14 - 

	 	iii. 	
      any marketing material, plan or survey, business plan,
      opportunity or strategy, development plan or specification or business
      proposal, or any information relating to any geothermal projects in which
      the Company has an actual or potential interest;

	 	 	 
	 	iv. 	
      financial information, including the Company's costs,
      financing or debt arrangements, income, profits, salaries or wages;
    and

	 	 	 
	 	v. 	
      any information relating to the present or proposed
      business of the Company.



(g) “Direct Competition” means the ownership,
development, or advising regarding the same property or property located within
30 miles to one owned by the Company or one of its subsidiaries or affiliates.


(h) “Good Reason” shall mean any one of the conditions
set forth below, provided that Executive must provide notice to the Company
within sixty (60) days of the existence of such condition and the Company will
have thirty (30) days from receipt of such notice to remedy the condition, and
the termination of employment occurs no later than two years following the
initial existence of such condition. If the condition is not remedied within
such 30 day period, the following conditions will constitute “Good Reason”: 

	 	i. 	
      A material diminution in the Executive’s base
      compensation; or,

	 	 	 
	 	ii. 	
      A material diminution in the Executive’s authority,
      duties, or responsibilities; or,

	 	 	 
	 	iii. 	
      A material diminution in the authority, duties, or
      responsibilities of the supervisor to whom the Executive is required to
      report; or,

	 	 	 
	 	iv. 	
      A material diminution in the budget over which the
      Executive retains authority; or,

	 	 	 
	 	v. 	
      A material change in the geographic location at which the
      Executive must perform the services; or

	 	 	 
	 	vi. 	
      Any other action that constitutes a material breach by
      the Company of this Agreement;



(i) “Person” means an individual, partnership,
association, company, body corporate, trustee, executor, administrator, legal
representative and any national, provincial, state or municipal government; and





- 15 - 

(j) “Specified Employee” means a specified employee
within the meaning of Section 409A(a)(2)(B)(i) of the Code. 

(k) “Stock” means the Company’s common stock, which is,
as of the Effective Date of this Agreement, publicly traded on the NYSE MKT.


(l) “Stock Option” means an option to purchase shares of
Company Stock granted pursuant to the Company’s Stock Option Plan or another
plan approved by the Company’s Board of Directors, subject to the terms of such
grant and this Agreement. Any Stock Option designated and qualified as an
“incentive stock option” as defined in Section 422 of the Code shall be an
incentive stock option; any option not qualifying as an incentive stock option
shall be a non-qualified stock option. 

(m) “Stock Option Plan” means the 2009 Stock Incentive
Plan for U.S. Geothermal Inc. as amended from time to time, or another plan
adopted and approved by the Company’s Board of Directors.”