Exhibit 10.1


 


 


 


EMPLOYMENT AGREEMENT


 


This Agreement (“Agreement”),
executed as of the date set forth below (“Effective Date”), is by and between and among William O’Neill
(“Employee” or “BON”), and Bion Environmental Technologies, Inc., a Colorado corporation and its subsidiaries
(collectively the “Company” or “Bion”), Wise Up Foods LLC (“WUF”) solely as to paragraph
5 below and Identifoods LLC (“Identifoods”) as to paragraphs 2e), 3a) and 4c) below.


		1.	FULL-TIME SERVICES/POSITIONS/DUTIES.



		a)	BON shall provide of his full-time services to the Company and shall hold the senior management position of Chief Executive Officer
(“CEO”) of the Company with duties including without limitation: executive leadership, sales/marketing of the Company’s
primary projects and business initiatives, capital raising, and managing other employees, consultants and vendors (as such persons carry
out the direct work of public reporting and accounting, investor relations, strategic planning, organizational development, project management,
technical advising, administration and other matters) and such other duties as needed. Employee shall be assisted in his duties by: i)the
Company’s prior CEO, Dominic Bassani (“DB”) who will assume the duties of Chief Operating Officer (“COO”)
with responsibility for operational supervision and reporting for employees continuing and with DB reporting to BON, and ii)the Company’s
President/General Counsel, Mark A. Smith (“MAS”). Employee will report to the Company’s Board of Directors (“BOD”)
through MAS in his roles as Executive Chairman and member of the BOD.



		b)	Bion acknowledges that BON: i) is majority owner of WUF, ii) his wife serves as President & CEO of WUF. and iii) BON will continue
to serve as founding Director of WUF and that such continued service solely in a ‘director’ role will not violate BON’s
full time employment commitment.



 


		2.	INCENTIVE WARRANTS. 



The Company shall issue to Employee three (3)
sets of Incentive Warrants as follows:


a) Incentive Warrant BON-1
(“W-BON-1”): providing the right to purchase up to 300,000 shares of the Company’s restricted and legended Common Stock
(‘Shares’) at an exercise price of $1.00 per share which Incentive Warrant-RM1 shall be issued and be immediately exercisable
effective May 1, 2022 and shall expire on April 31, 2026; and


b) Incentive Warrant BON-2
(“W-BON-2”): providing the right to purchase up to 350,000 shares of the Company’s restricted and legended Common Stock
(“Shares”) at an exercise price of $1.00 per share which Incentive Warrant-BON-2 shall be immediately issued and be exercisable
effective May 1, 2023 and shall expire on April 31, 2026, and


c) Incentive Warrant BON-3
(“W-BON-3”): providing the right to purchase up to 350,000 shares of the Company’s restricted and legended Common Stock
(“Shares”) at an exercise price of $1.00 per share which Incentive Warrant-BON3 shall be issued immediately and be exercisable
effective May 1, 2024 and shall expire on April 31, 2026 (collectively the W-BON-1, W-BON-2 and W-BON-3 are the ‘Warrants’
or the “Securities”) which Warrants shall have the terms and conditions and be issued in the form set forth at Exhibits A-1,
A-2 & A-3 hereto;


d) each of which Warrants
will have: i) ‘cashless exercise’ provision, ii) 75% ‘exercise bonus’ (if exercised at least 18 months after issuance)
and iii) ‘piggyback’ registration rights (equivalent to other senior management) as set forth in the Warrants; and


e) The Warrants shall be
valued at $.075 per Warrant for a total of $75,000 of consulting fees for which a Form 1099 will be issued by the Company for the 2022
year which Form 1099 shall be issued to Identifoods.


3. COMPENSATION. 


The Company shall pay Employee:


 


		a)	From the effective date of this Agreement, 50% as a ‘W2 employment employee’ and 50% as
a ‘1099 consultant’ (through Identifoods, a family entity), the sum of $25,000 per month:



		b)	Plus $10,000 per month of deferred compensation which shall be accrued by the Company and paid in the
discretion of the BOD, and



		c)	$1,500 per month as an allowance for health insurance



		d)	Such bonuses as the BOD may declare (in its sole discretion) from time-to-time.



 


 






    	 



    	 



    




4. TERM & SECURITIES CANCELLATION. 


a) The Term of compensation and services hereunder
shall be up to three (3) years and one (1) month beginning May 1, 2022 (‘Term”), unless extended in a written extension agreement;


b) After the initial year of the Term is completed
on April 30, 2023, the BOD shall determine during May 2023 (if not decided earlier) whether to renew this Agreement for the two (2) years
commencing May 1, 2023.


c) If BON’s employment with the Company
is not the extended past June 30, 2023 and/or Employee otherwise fails to provide services to the Company for the entire Term, the Warrants
issued to Employee shall be reduced to eliminate/cancel W-BON2 and W-BON3 entirely (or reduced on a pro-rata basis if BON partially serves
as CEO during such 2 year period) unless agreed otherwise by the Company in writing.


5. WUF/BION STRATEGIC RELATIONSHIP: STATEMENT OF INTENTION.


Effective upon execution of this Agreement, WUF and Bion intend to
commence a strategic relationship based on the following items:


a) Bion and WUF have formed a strategic
alliance and committed to collaborate on projects each company has in their respective pipelines. WUF and Bion will work together to use/create
technology that will deliver the consumer verified sustainable results produced by Bion’s technology and technology platform. The
key to the strategic relationship is each company’s commitment to deliver real and verified results to the consumer – free
of marketing hype and greenwashing;


b) WUF will develop (at its sole expense its proprietary
"blockchain / tracking" system that will be capable of providing Bion with cow/calf tracking info (Lot#, etc.) and technical
specific requirements for Bion’s ‘data pack’ that will be made available to WUF blockchain.;


 


		c)	Bion’s ‘data pack’ will include third party "verified" environmental reductions whose verification is
consistent with branded sustainable programs such as USDA PVP certification. Any technology (i.e., blockchain, content management system,
or other) developed within the Bion system to record and verify information will be paid for and owned exclusively by Bion:



		d)	Each company will retain ownership of their respective software and absorb their respective development costs; and



		e)	WUF agrees that Bion has an option/right of first refusal to acquire WUF while BON is CEO of Bion at the then prevailing market price.



 


6. INDEPENDENT CONTRACTOR. 


During the initial 13 months, Employee shall
perform his services to the Services: i) 50% as an independent contractor and ii) 50% as an employee of the Company. Thereafter, Employee
shall make an annual election and inform the Company on or before August 31 of each calendar year.


 


7. CONFIDENTIALITY


Employee shall treat as confidential
and proprietary all information, products and data delivered to it by Company including, without limitation, information and data concerning
Company, business, plans, programs, products, employees and operations of, or belonging to, Company, and/or other companies with whom
Company has a business relationship, and additional information and data made available to Employee or developed or acquired by Employee
as a result of the Services (“Confidential Information”). Confidential Information shall not be disclosed to
any third party. Nothing contained herein shall preclude Employee from disclosing information or data: (i) in the public domain without
breach of this Agreement; (ii) developed independently by Employee; (iii) received by Employee on a non-confidential basis from others
who had a right to disclose such Confidential Information; or (iv) where disclosure or submission to any governmental authority is required
by applicable statutes, ordinances, codes, regulations, consent decrees, orders, judgements, rules, and all other requirements of any
and all governmental or judicial entities that have jurisdiction over the Services, but only after actual prior written notice has been
received by Employee and Company has had a reasonable opportunity to protect disclosure of such Confidential Information. This obligation
of Employee set forth in this Article 7 shall continue beyond and after the termination of this Agreement for a period of 2 years. At
the completion or termination of this Agreement or at any time Company so requests, Employee shall deliver to Company all notes, memoranda,
records, drawings, drafts or other documents (including, without limitation, all copies and reproductions thereof) and other information
or material resulting from or in connection with the Services that are confidential in nature and cannot be obtained in the public domain
which may come into the Employees’ possession or custody. The full obligations of the Company and Employee are set out in the Mutual
Non-Disclosure Agreement (Exhibit B) which shall be controlling as to the matters set forth therein.


 






    	 



    	 



    




8. TERMINATION


Company may terminate this Agreement at any time by providing the Employee
with 120 days’ written notice, PROVIDED, HOWEVER, such notice shall not be required for an election of the Company’s Board
of Directors not to extend this Agreement as set forth at paragraph 4b) above. Employee may terminate all or part of this Agreement by
providing the Company with 120 days’ written notice. In such the event of termination by either party,
Employee would be required to work with Company over the next 120 days to transition duties and responsibilities unless other arrangements
are made with the Company in advance in writing. In return, BON would receive a severance package that included an additional month’s
pay at whatever rate he was earning at the time of termination subsequent to pay during the transition period. Notwithstanding anything
to the contrary in this Agreement, either party may terminate this Agreement at any time, immediately and without notice, for “cause.”
“Cause” hereunder means (i) fraud, unlawful conduct, or willful misconduct by a party in contravention of the
terms set forth herein; or (ii) Employee’s material breach of any obligations owed to Company or its affiliates.


 


9. DISPUTE
RESOLUTION 


All disputes between the parties under this
Agreement (except as to items set forth in Exhibit B hereto) shall be resolved in accordance with the following procedures: (i) first,
each party shall designate an individual with authority to settle the dispute, and such persons shall meet as soon as possible to attempt
to resolve the dispute in good faith; (ii) second, if these individuals cannot resolve the dispute within ten (10) business days of their
first settlement meeting, if the parties so agree, they may submit the dispute to mediation with such mediation to be commenced and administered
under and conducted by a single mediator under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association
(the “Rules”); and (iii) third, any dispute not resolved by mediation within thirty (30) business days of submission
of the dispute to mediation, or if either party shall refuse to submit the dispute to mediation, the dispute shall be subject to binding
arbitration in Boulder, Colorado by a single arbitrator under the Rules, subject to this Agreement. Either party may commence arbitration
upon first complying with subsections (i) and (ii) above. Employee will continue performing its obligations under the Agreement while
any dispute is being resolved unless and until Employee’s obligations are terminated by termination or expiration of the Agreement.


9. NOTICE


Any notice or communication
required or permitted by this Agreement shall be deemed sufficiently given if in writing and when delivered personally or 48 hours after
deposit with a receipted commercial courier service requiring a written acknowledgement of receipt or providing a certification of delivery
or attempted delivery and addressed to the addresses indicates at the end of this Agreement or to such other address as the party to whom
notice is to be given has furnished to the other party(ies) in the manner provided above.


10. INTELLECTUAL PROPERTY.


“Materials”
means information, know-how, data and other technology, including works of authorship and other creations and ideas, databases, compilations,
inventions, developments, software, firmware, and other computer programs (in source code, object code or any other format), documentation,
technical information, specifications, configuration information, designs, plans, drawings, writings, schematics, documents, reports,
methods, procedures, concepts, techniques, protocols, systems, elements, components, subsystems, devices, equipment and other hardware.
“Deliverable” means the Materials prepared for and delivered to Employee under this Agreement that are identified
as a “Deliverable” in the relevant Scope of Work. “Work Product” means Materials other than the
Deliverables that Employee, the Employee’s subcontractors (as defined below), or their respective personnel, may make, conceive,
develop, create or reduce to practice, alone or jointly with others, in the course of performing the Services or as a result of such Services,
including Employee’s working papers. “Intellectual Property Rights” means all copyrights, patents, trademarks,
service marks, trade dress, trade secret rights, rights in domain names, rights with respect to databases and other compilations and collections
of data or information, publicity and privacy rights, rights with respect to personal information, and other intellectual and industrial
property rights anywhere in the world, whether statutory, common law or otherwise. Company will own each particular physical copy of the
Deliverables, if any, subject to the terms and conditions of this Agreement. Company shall own all Intellectual Property Rights in and
to the Work Product and the Deliverables. Subject to Company’s compliance with the terms of this Agreement, Employee grants to Company,
under Employee’s Intellectual Property Rights, a nonexclusive, non-transferable license to use the Deliverables and any Work Product
delivered to Company for Company’s own internal business purposes only. Except as set forth herein, Company makes no conveyance,
grant, or license of any Intellectual Property Rights. Employee provides the Services, Deliverables, and Work Product solely for Company’s
internal use and benefit. The Services and Deliverables and Work Product are not for a third party’s use, benefit or reliance, and
Employee disclaims any contractual or other responsibility, liability or duty of care to third parties based upon the Services, Deliverables,
or Work Product. Additionally, Employee shall execute the Company’s now current Non-Disclosure Agreement and any other documents
related to intellectual property rights as the Company may present to Employee from time-to time.


 






    	 



    	 



    




11. ( INTENTIONATELY LEFT BLANK)


 


12. MISCELLANEOUS


12.1       Governing
Law. The validity, construction and performance of this Agreement and all disputes between the parties arising out of this Agreement
or as to any matters related to but not covered by this Agreement shall be governed by the laws, without regard to the laws as to choice
or conflict of laws, of the State of Colorado. Jurisdiction shall be in the Courts of the State of Colorado.


12.2       Assignment.
Neither this Agreement nor any rights under this Agreement may be assigned by any party, other than an affiliate of such party, without
the prior written consent of the other party. Notwithstanding the foregoing, Company may, without prior written consent of Employee, assign
this Agreement to any affiliate or subsidiary of Company or to any person or entity acquiring substantially all of the assets of Company,
provided that such person or entity has substantially the same financial capability (or greater) as Company on the date of such assignment.
Upon such assignment, Company shall be relieved of any further liability or obligations to Employee arising after the effective date of
such assignment.


12.3       Parties
in Interest. Nothing in this Agreement, expressed or implied, is intended to confer on any person or entity other than the Parties
any right or remedy under or by reason of this Agreement.


12.4       Counterparts/Facsimile.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute a single Agreement. ‘Facsimile’ signatures received electronically shall have the same effect as original signatures.


12.5       Amendment
and Waiver. This Agreement may be amended, modified or supplemented only by a writing executed by each of the parties. Any party
may in writing waive any provisions of this Agreement to the extent such provision is for the benefit of the waiving party. No action
taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by
that party of its or any other party’s compliance with any provisions of this Agreement. No waiver by any party of a breach of any
provision of this Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek
a remedy for noncompliance or breach by the other party shall be construed as a waiver of any right or remedy with respect to such noncompliance
or breach.


12.6       Severability.
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement
shall be construed in all respects as if any invalid or unenforceable provision were omitted or as modified by the relevant legal forum.


12.7       Entire
Agreement. This Agreement (and the related documents created and executed as part of the same transactions) embodies the entire
Agreement and understanding between the Parties pertaining to the subject matter of this Agreement, and supersedes all prior Agreements,
understandings, negotiations, representations and discussions, whether verbal or written, of the Parties pertaining to that subject matter.


12.8       Non-Solicitation.
During any period in which Employee is engaged by Company and for a period of twenty-four (24) months after the termination of Employee’s
engagement with Company, for any reason, Company and Employee shall not: (a) directly or indirectly attempt to hire away, induce or attempt
to induce any person who was an employee of the other party at such expiration or termination (or within six month prior thereto) to leave
employment with the such party.


12.9        Survival. The Articles
and Sections relating to Indemnification, Confidentiality and Non-Solicitation shall survive the termination of this Agreement.


12.10       Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.






    	 



    	 



    

 


 


	EMPLOYEE	 	COMPANY
	 	 	 
	William O’Neill	 	BION ENVIRONMENTAL TECHNOLOGIES, INC.
	 	 	 
	/s/ William O’Neill	 	/s/ Mark A. Smith
	 	 	 
	Signature	 	Signature
	Printed Name:	 	Printed Name:
	 	 	 
	William O’Neill	 	Mark A. Smith
	April 26, 2022	 	April 30, 2022
	 	 	 
	Address:	 	Address:
	107 12th Street E., St. Petersburg FL 33715	 	9 East Park Ct., Old Bethpage, NY 11804
	 	 	 
	WISE UP FOODS LLC (as to paragraph 5)	 	107 12th Street E., St Petersburg, FL 33715
	 	 	 
	By: /s/ Sarah Martello	 	 
	Signature	 	 
	 April 26, 2022	 	 
	 	 	 
	 	 	 
	IDENTIFOODS LLC	 	107 12th Street E., St Petersburg, FL 33715
	 	 	 
	By: /s/ William O’Neill	 	 
	Signature	 	 
	April 26, 2022