EXHIBIT 10.3
The terms of the offer for Jeffrey J. Andrews are as follows:
1. Your salary for the position of Chief Financial officer as of September
23, 2008 will be $180,000.00 Your salary will increase to $225,000.00
starting September 23, 2009 based on achieving a major milestone of GRC
receiving our first order of (6) machines or a minimum order value of
$24,000,000.
2. Any increases after September 2010 (years 3 to 5) will occur based on
an evaluation of your performance and accomplishments by the CEO and
approval by the board.
3. You will receive 1,000,000 stock options for the term of your 5 year
contract. All 1,000,000 stock options will be issued up front with
200,000 to be vested immediately and 800,000 at the start of each
additional year of your contract. The entire 1,000,000 stocks will be
issued at a value based on the stock price at the time of board
approval of this contract. The stock options will have a maturity date
of 10 years from the date they are vested.
4. You will receive milestone bonuses equaling not less than .75% but not
greater than 1% of the estimated profit after estimated project costs
are removed on all orders after we have achieved a major milestone of
GRC receiving our first order for (6) machines or a minimum order value
of $24,000,000. The milestone bonus will be paid in the same timing as
the payments are made to GRC by our customers (per benchmark payment
schedule). The milestone bonus will be paid in a combination of stock &
cash subject to the management team's discretion.
5. You will be provided with medical, dental, group life & long term
disability insurance. Your life insurance will be term life insurance
and have a value of $1,500,000 including $1,500,000 for your spouse.
You car allowance will be $500. per month. The Company will pay your
AICPA and PICPA membership dues as well as the continuing education
courses.
6. You will be eligible for 3 weeks paid vacation starting September 23,
2008.
7. This position will require travel. Travel and entertainment expenses
will be reimbursed in accordance with the GBRC policy.
8. This agreement will remain in force for a period of five years from the
date this agreement is signed. If either party wishes to terminate this
agreement, it must be submitted in writing to the other party 30 days
prior to termination. If Jeffrey J. Andrews decides to resign from GBRC
anytime prior the 5 year period, he will only receive the stock options
that have been vested to that point in time. He will also only be paid
for salary and milestone bonuses earned to that point along with any
outstanding travel or entertainment expenses. If GBRC decides to
relocate to a location that you determine you cannot move to, sells or
trades the company, re-organizes or restructures the company and
eliminates your position, ceases to exist as GRC for any reason, or
decides to terminate this agreement prior to the 5 year period, GBRC
will agree to the following:
o Continue salary and all other benefits for up to one calendar
year or until Jeffrey J. Andrews accepts a position with
another company, whichever event takes place first.
o The entire balance of the 1,000,000 stock options that have
not been vested to that point will be accelerated immediately.
o All milestone bonuses earned to that point will be paid in
full immediately.
Thirty days prior to the end of the 5 year period, both parties will
negotiate another 5 year agreement if both parties are in favor of
continuing the relationship.
Signatures:
/s/ Jeff Kimberly 9/23/08
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Jeff Kimberly Date
Global Resource Corporation
President
/s/ Jeffery J. Andrews 9/23/08
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Jeffrey J. Andrews Date