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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2024
Gevo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35073 |
87-0747704 |
| (State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
| of incorporation) |
|
Identification No.) |
|
345
Inverness Drive South, Building
C, Suite 310
Englewood, CO 80112 |
| (Address of principal
executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (303) 858-8358
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol |
|
Name of exchange on which registered |
| Common Stock, par value $0.01 per share |
|
GEVO |
|
Nasdaq
Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On August 12, 2024, Gevo, Inc. (the “Company”)
entered into amended and restated employment agreements with each of Patrick Gruber, the Company’s Chief Executive Officer, and
Christopher Ryan, the Company’s President and Chief Operating Officer. On the same day, the Company also entered into an employment
agreement with each of Paul Bloom, the Company’s Chief Carbon and Innovation Officer, and Kimberly Bowron, the Company’s Chief
People Officer.
The amended and restated employment agreement with Dr. Gruber
(the “Gruber Agreement”) provides that Dr. Gruber will continue to serve as the Company’s Chief Executive Officer,
having a base salary of $650,000 (which may be increased, but not decreased, during the term), a target annual bonus equal to 100% of
base salary, and a right to receive an annual grant of equity awards having a target value equal to the median target award value granted
to the CEOs of the Company’s peer group. If his employment is terminated by the Company without cause or by him for good reason,
then he would be eligible to receive cash severance equal to 24 months of base salary plus 2.0x his annual target bonus, plus a pro-rata
bonus for his year of termination (calculated based on his average actual bonus payout for the prior three years), 18 months of free COBRA
coverage, and immediate vesting of all outstanding equity awards. All severance benefits are contingent on Dr. Gruber’s execution
of a release of claims in favor of the Company. The Gruber Agreement also provides that if Dr. Gruber dies or becomes disabled while
employed by the Company, then he would receive a payment equal to12 months of base salary. Also, the Gruber Agreement eliminates the single-trigger
vesting of Dr. Gruber’s equity awards following a change in control, instead providing that such equity awards will only vest
upon his termination of employment following a change in control.
The amended and restated employment agreement with Dr. Ryan (the
“Ryan Agreement”) provides that Dr. Ryan will continue to serve as the Company’s President and Chief Operating
Officer, having a base salary of $431,600 (which may be increased, but not decreased, during the term), a target annual bonus equal to
80% of base salary, and a right to receive an annual grant of equity awards having a target value of at least $200,000. If his employment
is terminated by the Company without cause or by him for good reason, then he would be eligible to receive cash severance equal to 12
months of base salary plus 1.0x his target bonus, plus a pro-rata bonus for his year of termination (calculated based on his average actual
bonus payout for the prior three years), 18 months of free COBRA coverage, and immediate vesting of all outstanding equity awards. All
severance benefits are contingent on Dr. Ryan’s execution of a release of claims in favor of the Company. The Ryan Agreement
also provides that if Dr. Ryan dies or becomes disabled while employed by the Company, then he would receive a payment equal to 12
months of base salary.
The employment agreement with Dr. Bloom (the “Bloom Agreement”)
provides that Dr. Bloom will continue to serve as the Company’s Chief Carbon and Innovation Officer, having a base salary of
$407,000 (which may be increased, but not decreased, during the term), a target annual bonus equal to 80% of his base salary, and may
be eligible to receive equity awards at the discretion of the Company’s Board of Directors (“Board”) or the Compensation
Committee thereof. If his employment is terminated by the Company without cause or by him for good reason, then he would be eligible to
receive cash severance equal to six months of base salary, and 18 months of free COBRA coverage. If such termination of employment occurs
within 30 days before, or 12 months after, a change in control, then the cash severance payment increases to 12 months of base salary
plus 1.0x his target bonus. All severance benefits are contingent on Dr. Bloom’s execution of a release of claims in favor
of the Company. The Bloom Agreement also provides that if Dr. Bloom dies or becomes disabled while employed by the Company, then
he would receive a payment equal to six months of base salary. As a result of Dr. Bloom becoming eligible for severance benefits
under this agreement, the Bloom Agreement also provides that Dr. Bloom shall cease to be eligible for the Company’s Change
in Control Severance Plan (the “CIC Plan”).
The employment agreement with Ms. Bowron (the “Bowron Agreement”)
provides that Ms. Bowron will continue to serve as the Company’s Chief People Officer, having a base salary of $333,300 (which
may be increased, but not decreased, during the term), a target annual bonus equal to 65% of her base salary, and she may be eligible
to receive equity awards at the discretion of the Board or the Compensation Committee. If her employment is terminated by the Company
without cause or by her for good reason, then she would be eligible to receive cash severance equal to six months of base salary, and18
months of free COBRA coverage. If such termination of employment occurs within 30 days before, or 12 months after, a change in control,
then the payment increases to 12 months of base salary plus 1.0x her target bonus. All severance benefits are contingent on her execution
of a release of claims in favor of the Company. The Bowron Agreement also provides that if Ms. Bowron dies or becomes disabled while
employed by the Company, then she would receive a payment equal to six months of base salary. As a result of Ms. Bowron becoming
eligible for severance benefits under this agreement, the Bowron Agreement also provides that Ms. Bowron shall cease to be eligible
for the Company’s CIC Plan.
For purposes of the Gruber Agreement, the Ryan Agreement, the Bloom
Agreement and the Bowron Agreement (collectively, the “Agreements”), “cause” means the termination of the executive’s
employment as a result of the executive’s (1) conviction of a felony, (2) willful misconduct or dishonesty that materially
injures the business or reputation of the Company, or (3) material failure to consistently discharge the executive’s duties.
For purposes of the Agreements, “good reason” means the
occurrence of (1) a material decrease in base salary, (2) a requirement that Dr. Gruber report to someone other than the
Board, or that the other executives report to someone other than the Chief Executive Officer, (3) a requirement that the executive
relocate, or (4) a material breach by the Company of the Agreement.
Each of the Agreements also includes restrictive covenants. Specifically,
the Agreements include a non-compete, a non-solicitation of clients and customers, and a non-solicitation of employees, each of which
is effective at all times while the executive is employed and for a period of two years for Dr. Gruber and Dr. Ryan, and 18
months for Dr. Bloom and Ms. Bowron, following the termination of their employment for any reason. As consideration for the
non-competition covenant, the Company agreed to provide each of the executives with a grant of 10,000 shares of restricted stock upon
execution of their Agreement plus the right to receive a non-compete payment, which would become due in the event their employment terminates
for any reason other than cause, death, or disability, equal to 18 months of base salary plus 1.0x times (1.5x for Dr. Gruber) their
target annual bonus, plus all or a portion of the Executive’s outstanding equity awards will vest during the 18 months following
termination of employment (to the extent not immediately vested upon termination as described above) contingent on continued compliance
with the restrictive covenants, provided that, in the event of a termination of employment following a change in control, all equity awards
would immediately vest upon such termination of employment.
The Agreements also include provisions intended to encourage a smooth
transition in the event of an executive’s retirement. Specifically, each of the Agreements provide that if the executive (1) retires
following his or her 65th birthday after providing at least six months’ notice of his or her retirement, (2) remains
employed through the date the executive’s successor is appointed (even if such date is more than six months after the executive
provides notice of their retirement), (3) properly transitions their duties to their successor, and (4) agrees to provide consulting
services for a period of time after retirement (2 years for Dr. Gruber and Dr. Ryan, six months for Dr. Bloom and Ms. Bowron),
then the executive will be eligible to receive the same payments the executive would have been entitled to if the executive’s employment
had terminated for good reason, as described above, contingent on the executive’s execution of a standard release of claims in favor
of the Company, and all or a portion of their outstanding equity awards shall continue to vest for 18 months after retirement instead
of becoming immediately vested. In addition, Dr. Gruber would remain eligible to serve on the Board for 18 months after his retirement.
The foregoing descriptions of the Gruber Agreement, the Ryan Agreement,
the Bloom Agreement and the Bowron Agreement are qualified in their entirety by reference to the applicable agreements that are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Employment Agreement, amended and restated as of August 12, 2024, by and among Gevo, Inc. and Patrick Gruber |
| 10.2 |
Employment Agreement, amended and restated as of August 12, 2024, by and among Gevo, Inc. and Christopher Ryan |
| 10.3 |
Employment Agreement, dated August 12, 2024, by and among Gevo, Inc. and Paul Bloom |
| 10.4 |
Employment Agreement, dated August 12, 2024, by and among Gevo, Inc. and Kimberly Bowron |
| 104 |
Cover Page Interactive Data File (Formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GEVO, INC. |
| |
|
|
| Dated: August 16, 2024 |
By: |
/s/ E. Cabell Massey |
| |
|
E. Cabell Massey |
| |
|
Vice President, Legal and Corporate Secretary |
Exhibit 10.1
Employment
Agreement
As Amended and Restated Effective August 12,
2024
This Employment Agreement
(this “Agreement”) was originally made and entered into as of June 4, 2010, by and between Gevo, Inc., a
Delaware corporation (the “Company”), and Pat Gruber (the “Executive”), was thereafter amended by
the parties as of December 21, 2011 and again as of February 16, 2015, and is hereby amended and restated effective August 12,
2024 (the “Amendment Effective Date”).
Recitals
WHEREAS, the Executive is
employed by the Company as its Chief Executive Officer;
WHEREAS, the Board of Directors
of the Company (the “Board”) and the Executive desire to amend and restate this Agreement as of the Amendment Effective
Date pursuant to the terms hereof to assure the Company of the Executive’s continued employment in an executive capacity, to provide
for an orderly transition of the Executive’s duties in the event of his retirement, and to compensate him therefor;
WHEREAS, the Board considers
the establishment and maintenance of sound management to be essential to protecting and enhancing the best interests of the Company and
its stockholders; and
WHEREAS, the Board has determined
that appropriate steps should be taken to retain the Executive and to reinforce and encourage his continued attention and dedication to
his assigned duties and the Company desires to retain the services of the Executive, and the Executive desires to be employed by the Company
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:
Article 1
Term of Employment
1.1 Term
of Employment. The “Term” of employment shall mean the period commencing on the Amendment Effective Date and ending
on the Termination Date, as defined in Section 6.7.
Article 2
Position and Duties; Board Appointment
2.1 Position
and Duties. The Company shall employ the Executive as its Chief Executive Officer. During the Term, the Executive shall (a) perform
the duties of Chief Executive Officer as set forth in the Company’s Second Amended and Restated Bylaws (as such may be modified
from time to time, the “Bylaws”), and such other duties as may be modified from time to time by the Board provided that such
duties are consistent with the Executive’s present duties and with the Executive’s position; (b) be a full time employee
devoting his attention and energies to the business of the Company; (c) use his best efforts to promote the interests of the Company;
(d) perform such functions and services as shall lawfully be directed by the Board; (e) act in accordance with the policies
and directives of the Company; and (f) report directly to the Board.
2.2 Restrictions.
Except as provided in Section 8.2, the Executive covenants and agrees that, during the Term, he shall not engage in any employment,
business or activity that is in any way competitive with the business or proposed business of the Company, whether for compensation or
otherwise, without the prior consent of the Board. However, the Executive may, without the prior consent of the Board, (a) participate
in charitable, community or professional activities, provided that such activities do not materially interfere with the services
required under this Agreement, (b) make passive personal investments or conduct personal business, financial or legal affairs or
other personal matters if those activities do not materially interfere with the services required under this Agreement, and (c) continue
to serve on the Board of Directors of the entities approved by the Compensation Committee of the Board (the “Compensation Committee”),
only so long as each such entity does not engage in any business or activity that is in any way competitive with the business or proposed
business of the Company.
2.3 Board
Position. During the Term, the Executive will be considered by the Board (or designated committee thereof) for nomination to election
to the Board by the Company’s stockholders consistent with all other directors and subject to the Company’s Amended and Restated
Certificate of Incorporation and the Bylaws, each as may be amended from time to time, applicable law and rules of Nasdaq or any
stock exchange on which the Company’s shares are or become listed.
Article 3
Compensation
3.1 Base
Salary. As compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to
pay the Executive a gross annual base salary (the “Base Salary”) of Six Hundred and Fifty Thousand Dollars (U.S. $650,000.00)
during the Term of this Agreement, which amount shall be reviewed by the Board (or designated committee thereof) at least annually and
may be increased (but not reduced) by the Board (or designated committee thereof) in such amounts as the Board (or designated committee
thereof) deems appropriate. The Base Salary shall be paid in accordance with the normal payroll practices of the Company.
3.2 Bonus.
For each fiscal year during the Term, the Executive shall be eligible to participate in an annual bonus plan approved by the Compensation
Committee with a target bonus of 100% of Base Salary (the “Target Bonus”), provided that the actual bonus received
by the Executive with respect to any fiscal year may be more or less than the Target Bonus depending on the Company’s and the Executive’s
level of attainment of certain business goals established by the Compensation Committee or the Board (such actual amount paid, the “Bonus”).
The annual goals for each year during the Term shall be determined and communicated in writing to the Executive no later than ninety (90)
days after the first day of the year. In addition, the Executive may be eligible to receive such additional bonus amounts as the Board
or Compensation Committee shall determine in its discretion. In determining such additional amounts, if any, the Board (or designated
committee thereof) shall consider among other things the Executive’s contribution to the accomplishment of the Company’s long-range
business goals, the success of various corporate strategies in which the Executive participated, and the Executive’s unique services
in connection with the maintenance of or increase in stockholder value in the Company. Any Bonus shall be paid as promptly as practicable
following the end of the fiscal year to which it relates, but not later than March 15th of the year immediately following the end
of such fiscal year.
3.3 Stock
Awards and Related Equity Incentive Plans. During each calendar year of the Term, the Company may grant the Executive stock awards
for shares of the Company’s common stock, which such awards may consist of restricted stock, stock options, and/or other equity-related
awards, in such amounts and on such terms (including performance-based terms) as the Board or the Compensation Committee, in its sole
discretion, deems appropriate. The annual aggregate target value of such stock awards shall be approximately equal to the median of the
target value of the annual equity awards granted to the Chief Executive Officers of the Company’s peer group, as determined by the
Compensation Committee in consultation with its independent compensation consultant. In addition to the foregoing, during the Term the
Executive shall be eligible to participate in the Company’s existing incentive program and any additional or successor incentive
plan or plans. All equity awards shall be subject to the terms and conditions of the equity incentive plan and award agreement pursuant
to which the award is granted.
Article 4
Employee Benefits; Business Expenses
4.1 Employee
Benefits.
(a) Benefits.
During the Term, the Executive shall be entitled to participate in all employee benefit plans and executive perquisite programs maintained
by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less
favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the
terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any
time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
(b) Vacation.
The Executive shall be entitled to the number of paid vacation days in each calendar year determined by the Board from time to time
for its senior executive officers (prorated in any calendar year during which the Executive is employed by the Company for less than the
entire calendar year in accordance with the number of days in such calendar year during which he is so employed). The Executive shall
also be entitled to all paid holidays given by the Company to its senior executive officers.
4.2 Business
Expenses.
(a) Expenses.
The Company shall pay or reimburse the Executive for all reasonable and authorized business expenses incurred by the Executive during
the Term; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and
promote the business of the Company and are normally and customarily incurred by employees in comparable positions at other comparable
businesses in the same or similar market. Notwithstanding the foregoing, the Company shall not pay or reimburse the Executive for the
costs of any membership fees or dues for private clubs, civic organizations, and similar organizations or entities, unless such organizations
and the fees and costs associated therewith have first been approved in writing by the Board, in its sole discretion.
(b) Travel
Costs. Subject to the provisions of Section 4.2, the Company shall reimburse the Executive for expenses incurred with
business-related travel. The Executive shall be reimbursed for first class travel expenses for business-related flights.
(c) Records.
As a condition to reimbursement under Section 4.2, the Executive shall furnish to the Company adequate records and other
documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. The Executive
acknowledges and agrees that failure to furnish the required documentation may result in the Company denying all or part of the expense
for which reimbursement is sought.
(d) Time
Requirements. Executive understands that no reimbursements will be provided under this Section 4.2, unless Executive submits
a request for reimbursement in accordance with this Section 4.2 within six (6) months after incurring the expense and
that any reimbursable expense will be reimbursed not later than six (6) months after submission.
Article 5
Change In Control
5.1 Acceleration
of Equity Awards Upon Termination Following a Change in Control. If there is a Change in Control during the Term, and the Executive’s
employment is terminated at anytime upon or after the closing of such Change in Control for any reason other than a termination by the
Company for Cause then, effective upon the Termination Date (as defined below), the Company shall vest all of the Executive’s unvested
stock options and other equity awards (if any) outstanding on such date, regardless of when such options or equity awards were granted.
5.2 Definition
of Change in Control. For purposes of this Agreement “Change in Control” shall have the same meaning as in the
Company’s Amended and Restated 2010 Stock Incentive Plan, or any successor plan, as such plan may be amended from time to time.
Article 6
Termination of Employment
6.1 Termination
by the Company for Cause.
(a) The
Company may, during the Term, upon written notice to the Executive, terminate the Executive’s employment under this Agreement and
discharge the Executive for Cause (as defined in Section 6.1(b)) and, in such event, except as set forth in Section 6.1,
neither party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive (i) any Base Salary earned
through the Termination Date but not yet paid, (ii) any Bonus earned but not yet paid with respect to any year prior to the year
in which the Termination Date occurs, (iii) if applicable, payout of any accrued but unpaid vacation in accordance with Company policy,
and (iv) reimbursement for any business expenses properly incurred before the Termination Date in accordance with Section 4.2
(such amounts, the “Accrued Amounts”). Any equity awards held by the Executive shall be governed by the terms and conditions
of the relevant plan and grant documents.
(b) As
used herein, the term “Cause” shall refer to the termination of the Executive’s employment as a result of any
one or more of the following: As used herein, the term "Cause" shall refer to the termination of the Executive's
employment as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive
for any felony; (ii) any willful misconduct of the Executive which has a materially injurious effect on the business or reputation
of the Company; (iii) the dishonesty of the Executive which has a materially injurious effect on the business or reputation of the
Company; or (iv) a material failure to consistently discharge his duties under this Agreement other than such failure resulting from
his Disability (as defined in Section 6.3(b). For purposes of Section 6.1, no act or failure to act, on the part
of the Executive, shall be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with
reasonable belief that his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure
any such acts or omissions under clause (iv) above within thirty (30) days of the Executive’s receipt of a copy of a
resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel,
to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of acts or omissions constituting
“Cause” and specifying the particulars thereof in detail.
6.2 Termination
by the Company Without Cause or by the Executive for Good Reason.
(a) The
Board acting for the Company shall have the right, in its sole discretion, to terminate the Executive’s employment under this Agreement
at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”),
upon not less than thirty (30) days prior written notice to the Executive, and the Executive may, by written notice to the Board, terminate
his employment under this Agreement (and he hereby has such right) by reason of any act, decision or omission by the Company or the Board
that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially
diminishes the Executive’s authority, duties, or responsibilities, including a change in the Executive’s title or reporting
structure; (iii) relocates the Executive from the Company’s offices located at 345 Inverness Drive South, Building C, Suite 310,
Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of Englewood, Colorado that increases
the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence immediately prior
to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”).
The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the
initial occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the
Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition by providing a
second notice to the Company of such actual resignation.
(b) In
the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except
as set forth in this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to
the Executive (i) the Accrued Amounts, (ii) an amount equal to twenty four (24) months of the Executive’s Base Salary
(determined as if the Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable) plus two times
the Executive’s Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which
the Termination Date occurs has not yet been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination
Date), (iii) a payment in lieu of a Bonus for the year in which the Termination Date occurs, calculated as the product of (A) a
fraction, the numerator of which is the number of days in the fiscal year prior to and including the Termination Date, and the denominator
of which is three hundred sixty five (365), multiplied by (B) the Executive’s average Bonus received for the immediately preceding
three fiscal years prior to the Termination Date (and, for the avoidance of doubt, the Executive shall cease to be eligible for a Bonus
under the terms of the annual bonus plan for the year of the Termination Date, regardless of the terms of such plan, as a result of such
payment), and (iv) the Non-Compete Payment described in Section 8.2. Such amounts shall be paid in a single lump sum
seventy-five (75) days after Executive terminates employment, provided, however, that the payments pursuant to clause
(ii) and clause (iii) above are contingent on the Executive having executed a general release of claims in favor
of the Company and in a form provided by the Company (“Release”) within sixty (60) days following Executive’s
termination of employment and not thereafter revoking such Release, and the Non-Compete Payment shall be subject to the terms and conditions
of Section 8.2. In addition, subject to the Executive’s execution and non-revocation of the Release, for a period of
eighteen (18) months following the Termination Date, the Executive and his eligible dependents shall continue to be covered, at the expense
of the Company, by the same or equivalent medical coverage in which he (and his dependents, as applicable) was enrolled immediately prior
to the Termination Date (excluding any flexible spending account) and such coverage shall run concurrent with any rights to COBRA continuation
coverage to which the Executive (and his dependents, as applicable) may otherwise be entitled; provided, however, that if
doing so would result in adverse tax consequences (e.g., under Internal Revenue Code Section 105(h)), the Company shall instead
pay the Executive an amount equal to one (1) month of COBRA continuation premiums with respect to each such group health plan on
the first day of each of the first eighteen (18) months following the Termination Date. The Executive acknowledges that, to the extent
the provision of the medical coverage pursuant to the foregoing results in taxable compensation to the Executive, the Executive shall
pay the Company the amount of any withholding taxes due thereon if and to the extent that such withholding taxes may not be taken from
other cash compensation owed to the Executive by the Company.
6.3 Termination
of Employment Upon Death or Disability.
(a) Death.
The Executive’s employment hereunder shall terminate automatically upon his death during the Term. Upon such termination, neither
the Company nor the Executive’s estate or beneficiaries shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay the
Executive’s estate the Accrued Amounts and the Company shall pay to such person as the Executive shall have designated in a notice
filed with the Company, or, if no such person shall be designated, to his estate as a death benefit, a lump sum amount, in cash, within
seventy-five (75) days after the Termination Date, equal to twelve (12) months of the Executive’s Base Salary at the rate in effect
on the Termination Date. This amount shall be exclusive of and in addition to any payments the Executive’s surviving spouse, beneficiaries
or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy maintained by the Company.
Any equity awards held by the Executive shall be governed by the terms and conditions of the relevant plan and grant documents.
(b) Disability.
If the Company determines in good faith that the Disability of the Executive has occurred during the Term, subject to applicable laws,
it may give written notice to the Executive of its intention to terminate his employment. In such event, the Executive’s employment
with the Company shall terminate effective on, and the Termination Date shall be, the thirtieth (30th) day after receipt of such notice
by the Executive, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time
performance of his duties. During any period that the Executive fails to perform his duties hereunder as a result of the Disability, the
Executive shall continue to receive any compensation that he is entitled to under this Agreement until the Executive’s employment
is terminated pursuant to this Section 6.3(b). Upon any such termination neither party shall have any rights or obligations
under Article 1, Article 2, Article 3, Article 4, or Article 5; provided,
however, that the Company shall pay the Executive (i) the Accrued Amounts plus (ii) an amount equal to twelve (12) months
of the Executive’s Base Salary at the rate in effect as of the Termination Date. Such twelve (12) months of Base Salary shall be
paid in a single lump sum seventy-five (75) days after the Termination Date, provided, however, that this payment is contingent
on the Executive having executed a Release within sixty (60) days following Executive’s termination of employment and not thereafter
revoking such Release (except that this condition shall be waived if Executive lacks capacity to enter into a legal contract as a result
of such Disability). For purposes of this Agreement, “Disability” shall mean the inability of the Executive to perform
his duties to the Company on account of physical or mental illness or incapacity for a period of one hundred and twenty (120) consecutive
calendar days, or for a period of one hundred and eighty (180) calendar days, whether or not consecutive, during any three hundred and
sixty five (365)-day period. Any equity awards held by the Executive shall be governed by the terms and conditions of the relevant plan
and grant documents.
6.4 Retirement
by the Executive.
(a) During
the Term, the Executive shall have the right to retire from his employment with the Company, following the Executive’s 65th
birthday, provided that the Executive (i) provides at least six (6) months advance written notice to the Board of the Executive’s
intent to retire, (ii) remains employed through the date his successor assumes the role of Chief Executive Officer (for the avoidance
of doubt, even if such date is more than six (6) months after the Executive provides notice to the Board of his intent to retire),
(iii) properly transitions his duties to his successor, as reasonably determined by the Board in good faith its sole discretion,
and (iv) remains available to provide reasonable consulting services to the Company from time to time for two (2) years following
the Termination Date, subject to the terms of a separate consulting agreement to be mutually agreed upon by the Executive and the Board
(a termination of employment meeting all of the foregoing requirements set forth in (i)-(iv), a “Retirement”). The
Board may waive any or all of the foregoing requirements, in whole or in part.
(b) If
the Executive’s employment terminates due to Retirement, then neither party shall have any rights or obligations under Article 1,
Article 2, Article 3, Article 4 or Article 5, provided that, conditioned upon the
Executive signing and not revoking a Release (i) the Executive shall be entitled to receive all the benefits that the Executive would
have received if the Executive terminated his employment for Good Reason, as described in Section 6.2(b), and (ii) the Board
(or a committee thereof) shall continue to consider the Executive for a Board seat in accordance with Section 2.3 until at least
the eighteen (18) month anniversary of the Termination Date, provided that the Executive shall not be entitled to receive any additional
cash compensation for service on the Board with respect to the period beginning on the Termination Date and ending on the eighteen (18)
month anniversary of the Termination Date (but shall, for the avoidance of doubt, be eligible to receive the annual equity grant for non-employee
directors on the same basis as the other non-employee directors in accordance with the Company’s non-employee director compensation
practices).
6.5 Termination
by the Executive Without Good Reason Other than Retirement. Anything in this Agreement to the contrary notwithstanding, during the
Term the Executive shall have the right, in his sole discretion, to terminate his employment under this Agreement without Good Reason
and other than due to a Retirement upon not less than thirty (30) days prior written notice to the Company and, in such event, neither
party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive the Accrued Amounts and, conditioned
upon the Executive signing and not revoking a Release, the Non-Compete Payment described in Section 8.2.
6.6 Acceleration
of Equity Awards. If the Company shall terminate the Executive’s employment Without Cause or the Executive shall terminate his
employment for Good Reason, in each case pursuant to Section 6.2, then, in addition to any payment the Executive is entitled
to under Article 6, the Company shall vest, effective as of immediately prior to the applicable Termination Date, all of the
Executive’s unvested stock options and other equity awards (if any) outstanding as of immediately prior to the applicable Termination
Date, regardless of when such options of equity awards were granted. Except as otherwise set forth herein and notwithstanding the terms
of any award agreement governing stock options or any other type of equity award, if the Executive’s employment shall terminate
due to a Retirement under Section 6.4 or a resignation other than for Good Reason or Retirement under Section 6.5,
then, in addition to any payment the Executive is entitled to under Article 6, all of the Executive’s unvested stock
options and other equity awards (if any) outstanding as of immediately prior to the Termination Date shall continue to vest in accordance
with their terms for eighteen (18) months following the Termination Date as though the Executive had remained employed through such period,
and any equity awards that remain unvested at the end of such eighteen (18) month period shall vest effective immediately as of the last
day of such period, provided that such vesting shall immediately cease upon the date that the Company determines the Executive has breached
any of the covenants set forth in Article 8 or upon the Executive’s death, and any awards that remain unvested as of
such date shall be immediately forfeited. For the sake of clarity, any equity awards that are granted to the Executive in connection with
the Executive’s service on the Board after the Termination Date shall vest in accordance with the normal vesting schedule for awards
granted to non-employee Board members and as set forth in the relevant equity award agreement.
6.7 Date
of Termination. For purposes of this Agreement “Termination Date” shall mean the date the Executive ceases to be
actively employed by the Company.
Article 7
WITHHOLDING; CLAWBACK
7.1 Withholding.
The Company shall have the right to deduct or withhold from any payments made pursuant to this Agreement (a) any required employment,
federal, state, local or foreign taxes, (b) any other amounts it is required to deduct or withhold by law from time to time, and
(c) any and all amounts the Executive agrees it may deduct or withhold.
7.2 Compensation
Clawback. Any amounts payable under this Agreement that constitute incentive compensation are subject to the Company’s Compensation
Recovery Policy or any successor policy established by the Company providing for clawback or recovery in the event of an accounting restatement,
the Executive’s material misconduct, or other events if so required by applicable law. The Company will make any determination for
clawback or recovery in accordance with such policy and any applicable law or regulation.
Article 8
Restrictive Covenants
8.1 Confidential
Information. The Executive agrees to be bound by the terms and conditions of the Inventions Assignment, Confidentiality, and
Non-Disclosure Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”) and the Company’s
Corporate Disclosure Policy, as amended from time to time. The Executive agrees to execute such other documents (including, but not limited
to, new versions of the Confidentiality Agreement) as may be necessary in order to protect the Company’s confidential and proprietary
information. Expiration of this Agreement shall not have any effect on the Confidentiality Agreement, which shall at all times remain
separately and independently enforceable, subject to the terms of this Article 8.
8.2 Non-Competition.
(a) For
the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which is hereby acknowledged, during
the Restricted Period Executive will not, on the Executive’s own behalf, or on behalf of any other person or entity, directly or
indirectly, provide services to a Direct Competitor in the Restricted Area in a role where the Executive’s knowledge of the Company’s
Confidential Business Information or Trade Secrets may affect the Executive’s decisions or actions for the Direct Competitor, to
the detriment of the Company.
(b) For
purposes of this Article 8:
(i) “Company”
means Gevo, Inc. and its subsidiaries.
(ii) “Competitive
Product” means products that serve the same function as, or that could be used to replace, products that the Company provides
or offers to its present or potential clients, or products that it is in the process of developing, in each case determined as of the
earlier of the Termination Date or the Misconduct Date.
(iii) “Competitive
Service” means services of the type that the Company provides or offers to its present or potential clients, or services that
the Company is in the process of developing, in each case determined as of the earlier of the Termination Date or the Misconduct Date
(iv) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever
that are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result
of the Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat as
confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date., Examples of Confidential Information
include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies,
reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput
screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors,
chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA,
gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens,
hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering
strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information regarding
the Company’s current and/or developing technology; information regarding past or current customers, prospective customers, clients,
and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or other
financial information about the Company; employee records and data (including but not limited to records and data relating to the Company’s
executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of the foregoing types
of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic, written, oral or
visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance of doubt, Confidential
Business Information does not include information that arises from the Executive’s general training, knowledge, skill, or experience
(whether gained on the job or otherwise); information that is readily ascertainable to the public; or information that the Executive otherwise
has a right to disclose as legally protected conduct.
(v) “Direct
Competitor” means a person, business or company providing or developing Competitive Products or Competitive Services anywhere
in the Restricted Area.
(vi) “Misconduct
Date” means any date prior to the Termination Date on which the Company alleges that the Executive has breached the covenant
set forth in Section 8.2(a).
(vii) “Restricted
Area” means the United States or in any other country that the Company conducts or conducted business at any time during
the twelve (12)-month period immediately preceding the earlier of the Termination Date or the Misconduct Date.
(viii) “Restricted
Period” means the period beginning on the first day of the Term and ending on the two (2) year anniversary of the Termination
Date.
(ix) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
(c) As
additional consideration for agreeing to the covenant set forth in Section 8.2(a) and the other terms of this Article 8,
the Company agrees to provide the Executive with the following additional benefits:
(i) A
grant of 10,000 shares of restricted common stock within thirty (30) days of the Amendment Effective Date, which shall be subject
to the terms and conditions of the equity incentive plan and award agreement pursuant to which the award is granted.
(ii) Upon
any termination of the Executive’s employment under Section 6.2, Section 6.4, or Section 6.5, the Company
shall provide the Executive with a payment equal to the sum of (A) eighteen (18) months of Base Salary at the rate in effect as of
the Termination Date (but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable), plus (B) one and
one half (1.5) times the Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which
the Termination Date occurs has not been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination
Date) (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to the Executive in a cash lump sum within
seventy-five (75) days of the Termination Date, provided that the Executive shall be required repay the Non-Compete Payment in
full (without reduction for any taxes withheld by the Company with respect to such payment) within thirty (30) days of the date the Company
makes a request therefor if the Executive violates any provision of this Article 8.
8.3 Non-Solicitation
of Clients, Customers, and Accounts. For the good and valuable consideration offered to the Executive under this Agreement,
the sufficiency of which is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, without
the express written consent of the Board solicit clients, customers or accounts of the Company for or on behalf of any Direct Competitor,
or otherwise interfere with the Company’s relationship with any current, former, or potential clients or customers.
8.4 Non-Solicitation
of Employees. For the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which
is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, solicit any person who is or shall
be in the employ or service of the Company to leave such employ or service for employment with or service to the Company, or otherwise
attempt to induce any such person to provide services to a Direct Competitor. Nothing in this Section 8.4 prohibits (i) an
employee of the Company who is not a party to this Agreement from becoming employed by another organization or person; (ii) the Executive
from soliciting, hiring or assisting in the solicitation or hiring of any former employee of the Company, provided that the Executive
did not cause or induce such former employee to leave his or her employment with the Company; or (iii) the placement of general advertisements
for employees or the consideration or hiring of individuals who respond to such general advertisements, so long as such general advertisements
are not specifically directed to employees of the Company.
8.5 Specific
Performance. Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any
of the foregoing covenants and assurances by the Executive contained in this Article 8, and that the Company’s remedies
at law for any such breach or threatened breach may be inadequate, the Company and its successors and assigns, in addition to such other
remedies which may be available to them, shall, upon making a sufficient showing under applicable law, be entitled to an injunction to
be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and
each and every person, firm or company acting in concert or participation with him, from the continuation of such breach. The obligations
of the Executive and rights of the Company pursuant to this Article 8 shall survive the termination of the Executive’s
employment under this Agreement. The covenants and obligations of the Executive set forth in this Article 8 are in addition
to and not in lieu of or exclusive of any other obligations and duties the Executive owes to the Company, whether expressed or implied
in fact or law. The Company shall pay and be solely responsible for any attorney’s fees, expenses, costs and court or arbitration
costs incurred by the Executive in any matter or dispute between the Executive and the Company which pertains to this Article 8
if the Executive prevails in the contest in whole or in part.
8.6 Modification
of Restrictions in Favor of Enforceability. In the event that any of the restrictive covenants described in this Article 8
shall be held unenforceable by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall substitute
a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall
be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses to enforce
any of the restrictive covenants contained in this Article 8 because they are more extensive (whether as to temporal scope,
geographic scope, scope of business, or otherwise) than necessary to protect the legitimate business interests of the Company, it is expressly
understood and agreed between the Parties that for purposes of such proceeding, the temporal scope, geographic scope, scope of business,
or other aspect thereof shall be deemed reduced only to the extent necessary to permit enforcement of the restrictive covenants
8.7 Executive
Acknowledgements. The Executive acknowledges and agrees that the provisions contained in this Article 8 are for the protection
of the Company’s Confidential Business Information and Trade Secrets and are no broader than necessary to protect the Company’s
legitimate interests in protecting such Confidential Business Information and Trade Secrets.
8.8 Notice. The
Executive agrees that Executive received adequate notice of the covenants contained in this Article 8 and their terms in keeping
with applicable law.
Article 9
General Provisions
9.1 Final
Agreement. This Agreement together with all exhibits hereto is intended to be the final, complete and exclusive agreement between
the parties relating to the employment of the Executive by the Company and, effective as of the Amendment Effective Date, supersedes all
prior or contemporaneous understandings, employment agreements, representations and statements, both oral or written, relating to the
subject matter hereof. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in
writing and signed by the party against which the enforcement thereof is or may be sought.
9.2 No
Waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed or
construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition
or provision at the same time or at any prior or subsequent time.
9.3 Rights
Cumulative. The rights under this Agreement, or by law or equity, shall be cumulative and may be exercised at any time and from time
to time. No failure by any party to exercise, and no delay in exercising, any rights shall be construed or deemed to be a waiver thereof,
nor shall any single or partial exercise by any party preclude any other or future exercise thereof or the exercise of any other right.
9.4 Notice.
Except as otherwise provided in this Agreement, any notice, approval, consent, waiver or other communication required or permitted to
be given or to be served upon any person in connection with this Agreement shall be in writing. Such notice shall be personally served
or sent prepaid by either registered or certified mail with return receipt requested or national overnight delivery service, and shall
be deemed given (i) if personally served or by national overnight delivery service, when delivered to the person to whom such notice
is addressed, or (ii) if given by mail, two (2) business days following deposit in the United States mail. Such notices shall
be addressed to the party to whom such notice is to be given at the party’s address set forth below or as such party shall otherwise
direct.
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If to the Company: |
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Gevo, Inc. |
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345 Inverness Drive South |
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Bldg. C, Suite 310 |
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Englewood, CO 80112 |
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Attn: Vice President, Legal and Corporate
Secretary |
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If to the Executive: |
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Patrick Gruber |
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[***] |
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[***] |
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Or the last known address as set forth
in the Company’s records for the Executive. |
9.5 Assignments.
This Agreement is binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives. Except
as otherwise provided herein, neither of the parties hereto may make any assignment of this Agreement, or any interest herein, without
the prior written consent of the other party, except that, without such consent, this Agreement shall be assigned to any corporation or
entity which shall succeed to the business presently being operated by Company, by operation of law or otherwise, including by dissolution,
merger, consolidation, transfer of assets, or otherwise.
9.6 Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws thereof.
9.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one instrument. The parties agree that facsimile copies of signatures shall be deemed originals for all purposes hereof and that a party
may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought
hereunder.
9.8 Severability.
The provisions of this Agreement are agreed to be severable, and if any provision, or application thereof, is held invalid or unenforceable,
then such holding shall not affect any other provision or application.
9.9 Construction.
As used herein, and as the circumstances require, the plural term shall include the singular, the singular shall include the plural, the
neuter term shall include the masculine and feminine genders, the masculine term shall include the neuter and the female genders and the
feminine term shall include the neuter and the masculine genders.
9.10 Arbitration.
Except as otherwise provided in Section 8.4 hereof, any controversy or claim arising out of, or related to, this Agreement,
or the breach thereof, shall be settled by binding arbitration in Denver, Colorado, in accordance with the employment arbitration rules then
in effect of the American Arbitration Association including the right to discovery, and the arbitrator’s decision shall be binding
and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party hereto shall pay its
or their own expenses incident to the negotiation, preparation and resolution of any controversy or claim arising out of, or related to,
this Agreement, or the breach thereof; provided, however, the Company shall pay and be solely responsible for any attorneys’
fees and expenses and court or arbitration costs incurred by the Executive as a result of a claim brought by either the Executive or the
Company alleging that the other party breached or otherwise failed to perform this Agreement or any provision hereof to be performed by
the other party if the Executive prevails in the contest in whole or in part.
9.11 Code
Section 409A Compliance. The provisions of this Section 9.11 apply to each payment or benefit under this Agreement that
is considered deferred compensation that is subject to (and not exempt from) the provisions of Internal Revenue Code Section 409A
(“Section 409A”) (such payments or benefits, the “409A Payments”). Each 409A Payment under
this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for a 409A Payment upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of this
Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee”
(within the meaning of Section 409A) on the date of the Executive’s separation from service, then any 409A Payments that otherwise
would be payable under this Agreement within the first six (6) months following the Executive’s separation from service (the
“409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth
(6th) month period following the Executive’s separation from service, or Executive’s death, if sooner. After the 409A Suspension
Period, the Executive will receive any remaining 409A Payments due pursuant to this Agreement in accordance with its terms (as if there
had not been any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release by the Executive,
if the Release consideration period spans two (2) calendar years, then such 409A Payments shall be paid in the second (2nd) calendar
year regardless of the time the Executive returns such Release. Whenever a payment under this Agreement specified a payment period with
respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid
the imposition of taxes or penalties under Section 409A provided that such changes do not provide the Executive with additional benefits
(other than de minimis benefits) under this Agreement.
9.12 Survival.
The provisions of Articles 5, 6, 7, 8 and 9 shall survive any termination of the Executive’s employment with the Company.
9.13 No
Mitigation or Offset. The Executive shall not have any duty to seek other employment or to reduce any amounts or benefits payable
to him under Article 6, and no such amounts or benefits shall be reduced, on account of any compensation received by the Executive
from any other employment or source. The Company shall have the right to offset any amount owed by the Executive to it against payments
due to the Executive under Article 6 other than to the extent prohibited by law or to the extent such offset would result
in a violation of Section 409A.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
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By: |
/s/ Andrew Marsh |
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Name: |
Andrew Marsh |
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Title: |
Chairman, Compensation Committee of the Board of Directors |
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EXECUTIVE |
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/s/ Pat Gruber |
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Pat Gruber |
EXHIBIT A
INVENTIONS ASSIGNMENT, CONFIDENTIALITY, AND
NON-DISCLOSURE AGREEMENT
This INVENTIONS ASSIGNMENT, CONFIDENTIALITY,
AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2024 (the “Effective
Date”) by and between Gevo, Inc. (the “Company”) and Pat Gruber (the “Employee”) (collectively, the
“Parties”).
RECITALS
The Employee is presently
employed by the Company;
The Company wishes to continue
to employ the Employee, and the Employee wishes to continue to be employed by the Company, to perform services as separately agreed between
the Employee and the Company;
In connection with the Employee’s
employment with the Company, the Employee will have access to valuable trade secrets, proprietary data, and other confidential information
concerning the Company; and
The Employee acknowledges
that in order to protect the legitimate business interests of the Company, it is reasonable and necessary that the Employee enter into
the following covenants regarding the Employee’s treatment of certain Confidential Business Information and Trade Secrets during
and after Employee’s employment with the Company.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration,
including but not limited to the continued employment of the Employee, the sufficiency of which is expressly acknowledged by both the
Employee and the Company, the Parties agree as follows:
1. Recitals.
The statements above are true and correct and considered to be a part of this Agreement.
2. Ownership
of Inventions.
(a) Inventions.
For purposes of this Section, “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements,
inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable.
Employee understands this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method,
procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration
of any kind, or any improvement thereon. Employee understands that “Company Inventions” means any and all Inventions that
Employee may or has solely or jointly author(ed), discover(ed), develop(ed), conceive(d), or reduce(d) to practice during the period
of the Relationship.
(b) Assignment
of Company Inventions. Employee agrees that Employee has or will promptly make full written disclosure to the Company, will hold in
trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Employee’s right,
title, and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret,
and other intellectual property rights therein. Employee further acknowledges that all Company Inventions that are made by Employee (solely
or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest
extent permitted by applicable law) and are compensated by Employee’s salary. Employee hereby waives and irrevocably quitclaims
to the Company or its designee any and all claims, of any nature whatsoever, that Employee now has or may hereafter have for infringement
of any and all Company Inventions. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent
that Moral Rights cannot be assigned under applicable law, Employee hereby waives and agrees not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
(c) Use
or Incorporation of Inventions. If, in the course of the Relationship, Employee uses or incorporates into a product, service, process,
or machine any Invention in which Employee has an interest, Employee will promptly so inform the Company in writing. Whether or not Employee
gives such notice, Employee hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual,
worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify,
make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without
restriction of any kind. To the extent that any third parties have rights in any Invention in which Employee has an interest, Employee
hereby represents and warrants that such third party or parties has/have validly and irrevocably granted to Employee the right to grant
the foregoing license.
(d) Patent
and Copyright Rights. Employee agrees to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s,
or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or
other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations,
and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer
such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or
its designee, and any successors, assigns, and nominees the sole and exclusive right, title, and interest in and to such Company Inventions,
and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. Employee further agrees that Employee’s
obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue
during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire
in any country of the world. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents
as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and stead to execute and file any such instruments
and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, or transfer
of letters patent, copyright, mask work, and other registrations related to such Company Inventions. This power of attorney is coupled
with an interest and shall not be affected by Employee’s subsequent incapacity.
3. Employee
Covenants and Obligations.
(a) Preliminary
Statement. The Employee expressly acknowledges and agrees that throughout the Employee’s employment with the Company, the Employee
has received and will receive extensive information regarding the nature of the Company’s business, including but not limited to
financial information regarding the Company and other Confidential Business Information and Trade Secrets, both of which are defined herein,
and education from the Company that will confer to the Employee specialized skills, knowledge, and expertise in areas of business in which
the Company is involved. The Employee further recognizes and agrees that the Company’s success is inextricably linked to the dedication
and loyalty of its employees and agents and that in order to ensure that the Company continues to grow and succeed, the Company must protect
the core aspects of its business, including but not limited to its Confidential Business Information and Trade Secrets; substantial relationships
with customers; and customer goodwill associated with the Company’s intellectual property, Confidential Business Information, and
Trade Secrets. The Employee hereby expressly acknowledges the validity of the following covenants and that such covenants are reasonably
necessary for the Company to protect its business interests, including but not limited to those cited above.
(b) Confidentiality.
The Employee understands and agrees that the Company’s Confidential Business Information and Trade Secrets, as defined herein, are
valuable, special, and unique assets of the Company which are entitled to protection under the provisions of this Section.
(1) Definitions.
For purposes of this Agreement, the following definitions apply:
(i) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever
that are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result
of the Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat as
confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date. Examples of Confidential Information
include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies,
reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput
screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors,
chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA,
gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens,
hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering
strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information regarding
the Company’s current and/or developing technology; information regarding past or current customers, prospective customers, clients,
and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or other
financial information about the Company; employee records and data (including but not limited to records and data relating to the Company’s
executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of the foregoing types
of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic, written, oral or
visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance of doubt, Confidential
Business Information does not include information that arises from the Executive’s general training, knowledge, skill, or experience
(whether gained on the job or otherwise); information that is readily ascertainable to the public; or information that the Executive otherwise
has a right to disclose as legally protected conduct.
(ii) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
(2) Covenant
of Preservation of Confidentiality. The Employee recognizes that during the Employee’s employment with the Company, he or she
has had and will have access to certain Confidential Business Information and Trade Secrets of the Company and its affiliates. Throughout
the Employee’s employment with the Company, the Employee agrees to protect the Confidential Business Information and Trade Secrets
of the Company and its affiliates from unauthorized use or disclosure and to take all reasonable steps to ensure the secrecy and confidentiality
of all Confidential Business Information and Trade Secrets.
(3) Covenants
of Proper Use and Non-Disclosure. The Employee agrees that during the Employee’s employment with the Company and following
termination of the Employee’s employment with the Company for any reason, regardless of whether the Employee’s employment
comes to an end voluntarily or involuntarily, the Employee will:
(i) Not
make any use whatsoever, except on behalf of the Company and in the course of the Employee’s regular duties to the Company, of Confidential
Business Information or Trade Secrets without the prior written consent of the Company expressly waiving the Employee’s obligations
as provided herein;
(ii) Not
disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, whether performing services
for the Company or otherwise, and not reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible
or otherwise;
(iii) Keep
all Confidential Business Information and Trade Secrets strictly secret and confidential;
(iv) Take
all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, disclosure of, or loss or destruction
of any Confidential Business Information or Trade Secrets provided to the Employee;
(v) Promptly
return to the Company upon request any Confidential Business Information or Trade Secrets then in tangible form; and
(vi) Not
take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
(4) Defend
Trade Secrets Act Notice. The Employee understands that, notwithstanding the nondisclosure obligations in this Section, pursuant to
18 U.S.C. § 1833(b), the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official or to an attorney,
either directly or indirectly, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(5) Exceptions.
Notwithstanding anything herein to the contrary, this Agreement does not prevent the Employee from (i) filing a complaint or charge
with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any
state or local fair employment agency; (ii) cooperating with the EEOC, the NLRB, or any federal, state, or local fair employment
agency; (iii) reporting a possible violation of federal, state, or local law or regulation to any governmental or law enforcement
agency or entity; or (iv) making other disclosures that are required by law or protected under any whistleblower provision of federal,
state, or local law or regulation. The Employee shall not be treated as in violation of this Agreement if the Employee discloses Confidential
Information for purposes of the foregoing.
(c) Use
of Name. The Employee agrees that the Employee will not, directly or indirectly, use any name which is similar to any corporate name
of or any trade name, service mark, trademark, logo, or insignia used by the Company or any of its affiliates, other than in the performance
of the Employee’s duties to the Company. Following termination of the Employee’s employment with the Company for any
reason, regardless of whether Employee’s employment comes to an end voluntarily or involuntarily, the Employee shall not represent
himself or herself as being in any way connected with the business of the Company or any of its affiliates, except to the extent as may
be separately agreed upon between the Parties in writing.
(d) Reasonableness
of Restrictions. The Employee has carefully read and considered the covenants contained in this Section and agrees that the restrictions
set forth herein are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company
and its officers, directors, and other employees. It is the belief of the Parties, therefore, that the best protection that can be given
to the Company that does not in any way infringe upon the rights of the Employee to engage in any unrelated businesses is to provide for
the covenants contained herein.
(e) Modification
of Restrictions in Favor of Enforceability. In the event that any of the covenants described in this Section shall be held unenforceable
by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall substitute a reasonable judicially
enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable
as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses to enforce any of the covenants contained
in this Section because they are more extensive than necessary to protect the legitimate business interests of the Company, it is
expressly understood and agreed between the Parties that for purposes of such proceeding, the restriction thereof shall be deemed reduced
only to the extent necessary to permit enforcement of the covenants.
(f) Injunctive
Relief. The Parties agree that it is impossible to measure in monetary damages the harm that will accrue to the Company or its affiliates
in the event that the Employee breaches any of the covenants contained in this Section. In the event that the Employee breaches, or threatens
to breach, any of the aforementioned covenants, the Company or any of its affiliates shall be entitled to an injunction restraining the
Employee from violating such covenant (without posting any bond). If the Company or any of its affiliates shall institute any action or
proceeding to enforce any such covenant, the Employee hereby waives the claim or defense that the Company or any of its affiliates has
an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company or any of its
affiliates has an adequate remedy at law. The foregoing shall not prejudice the Company’s or any of its affiliates’ right
to require the Employee to account for and pay over to the Company or any of its affiliates, and the Employee hereby agrees to account
for and pay over, the compensation, profits, monies, accruals, or other benefits derived or received by the Employee as a result of any
transaction constituting a breach of any of the covenants.
(g) Severability.
The provisions of this Section are severable and if any one or more provisions should be determined by a court of competent jurisdiction
to be invalid or otherwise unenforceable, in whole or in part, the remaining provisions (and any partially unenforceable provision to
the extent enforceable in any jurisdiction) shall, nevertheless, be binding and enforceable.
(h) Survival.
The covenants contained in this Section shall survive the termination, for any reason, of the Employee’s employment with the
Company.
(i) Notice. The
Employee agrees that Employee received adequate notice of the covenants contained in Section 3 and their terms in keeping with applicable
law.
4. Attorneys’
Fees and Costs. In the event any litigation, arbitration, or similar proceeding
(any such action or proceeding, “Litigation”)
is commenced or defended by any Party to this Agreement claiming in such litigation a breach of this Agreement by the other Party to this
Agreement, and in the event such commencing or defending Party is successful on the merits of such claim or defense and substantially
prevails in litigation, the other Party shall pay to the prevailing Party all costs and expenses, including but not limited to,
reasonable attorneys’ fees, paralegal fees, court costs, and cost of experts
and investigation, whether incurred at or in preparation for trial, upon appeal, or during investigation, of such prevailing party in
prosecuting such claim or establishing such defense.
5. Governing
Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado
without regard to its conflicts of laws procedures. Any claim, controversy, or dispute
arising out of or relating to this agreement shall be brought in the courts in Denver, Colorado. Each Party to this Agreement submits
to the personal jurisdiction of, and venue in, any such court, and waives any objection to such jurisdiction or venue.
6. Effect
on Prior Agreements. The Employee agrees and understands that this Agreement does not supersede any provision on confidentiality
or any other covenants contained in any agreement to which the Employee has entered into or is otherwise subject to as an employee of
the Company (except to the extent that any such prior provision conflicts with the terms of this Agreement, in which situation the terms
of this Agreement shall govern), nor does this Agreement reduce employee’s obligations
to comply with applicable laws relating to trade secrets, confidential information, or
unfair competition.
7. WAIVER
OF JURY TRIAL. As a material inducement for this Agreement, each Party knowingly, voluntarily, irrevocably, and unconditionally
waives, to the fullest extent permitted by applicable law, any right either may have to a trial by jury in any legal action, proceeding,
cause of action, or counterclaim arising out of or relating to this Agreement.
8. Assignment.
This Agreement shall inure to the benefit of, and may be enforced by, the successors or assigns of the Company. This Agreement is based
on the personal services of the Employee, and the rights and obligations of the Employee contained in this Agreement shall not be assignable
by the Employee to any other person.
9. Amendments;
Waiver. Any amendment to or modification of this Agreement, and any waiver of any provision of this Agreement, shall be
in writing and shall require the prior written approval of the Parties as evidenced by the manual signature of the Employee and an authorized
representative of the Company. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach of this Agreement.
10. Severability.
If any one or more provisions of this Agreement shall be held invalid or unenforceable, the validity or enforceability of all other
provisions of this Agreement shall not be affected by the invalid or unenforceable provision(s). In the event a court of competent jurisdiction
determines by final judgment that the scope, time period, or geographical limitations specifically set forth in this agreement are too
broad to be capable of enforcement, said court is authorized by the parties hereto to modify and enforce such provisions as to scope,
time, and geographical area as the court deems reasonable and equitable.
11. Counterparts.
This Agreement may be executed and accepted in one or more counterparts (i.e., the
employee and the company may sign separate, identical signature pages) for the convenience of the parties. Each separate counterpart signature
page to this Agreement will be deemed an original and all such counterpart signature pages, taken together, shall constitute one
and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmission or by electronic
mail transmission, including but not limited to an adobe file format document (also known as a pdf file), shall be as effective as delivery
of a manually executed counterpart hereof.
12. Advice
of Counsel and No Construal Against Drafter. The Employee acknowledges that, in executing this Agreement, the Employee
has had the opportunity to seek the advice of independent legal counsel and that the Employee has read and understands all of the terms
and provisions of this Agreement. This Agreement shall not be construed against any Party by reason of the drafting of preparation of
this Agreement.
13. Captions.
The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit, or affect the
scope or substance of any section of this agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
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By: |
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Name: |
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Title: |
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EMPLOYEE |
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Pat Gruber |
Exhibit 10.2
EMPLOYMENT
AGREEMENT
As Amended
and Restated Effective August 12, 2024
This Employment Agreement
(this “Agreement”) was originally made and entered into as of June 4, 2010, by and between Gevo, Inc., a
Delaware corporation (the “Company”), and Chris Ryan (the “Executive”), and
is hereby amended and restated effective August 12, 2024 (the “Amendment Effective Date”).
RECITALS
WHEREAS, the Executive is
employed by the Company as its President and Chief Operating Officer;
WHEREAS, the Board of Directors
of the Company (the “Board”) and the Executive desire to amend and restate this Agreement as
of the Amendment Effective Date pursuant to the terms hereof to assure the Company of the Executive’s continued employment
in an executive capacity, to provide for an orderly transition of the Executive’s duties in
the event of his eventual retirement, and to compensate him therefor;
WHEREAS, the Board considers
the establishment and maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company
and its stockholders; and
WHEREAS, the Board has determined
that appropriate steps should be taken to retain the Executive and to reinforce and encourage his continued attention and dedication to
his assigned duties and the Company desires to retain the services of the Executive, and the Executive desires to be employed by the Company
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:
ARTICLE 1
TERM OF EMPLOYMENT
1.1. Term
of Employment. The “Term” of employment shall mean the period commencing on the Amendment Effective Date and ending
on the Termination Date, as defined in Section 6.7.
ARTICLE 2
POSITION AND DUTIES
2.1. Position
and Duties. The Company shall employ the Executive as its President and Chief Operating Officer. The Executive shall (a) perform
the duties of President and Chief Operating Officer as set from time to time by the Chief Executive Officer or the Board; (b) be
a full-time employee devoting his attention and energies to the business of the Company; (c) use his best efforts to promote the
interests of the Company; (d) perform such functions and services as shall lawfully be directed by the Chief Executive Officer or
the Board; (e) act in accordance with the policies and directives of the Company; and (f) report directly to the Chief Executive
Officer.
2.2. Restrictions.
The Executive covenants and agrees that, during the Term, he shall not engage in any employment, business or activity that is in any way
competitive with the business or proposed business of the Company, whether for compensation or otherwise, without the prior consent of
the Chief Executive Officer. However, the Executive may, without the prior consent of the Chief Executive Officer, (a) participate
in charitable, community or professional activities, provided that such activities do not materially interfere with the services
required under this Agreement, and (b) make passive personal investments or conduct personal business, financial or legal affairs
or other personal matters if those activities do not materially interfere with the services required under this Agreement.
ARTICLE 3
COMPENSATION
3.1. Base
Salary. As compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to
pay the Executive a gross annual base salary (the “Base Salary”) of Four Hundred Thirty-One Thousand Six Hundred Dollars
(U.S. $431,600.00) during the Term of this Agreement, which amount shall be reviewed by the Board (or designated committee thereof) at
least annually and may be increased (but not reduced) by the Board (or designated committee thereof) in such amounts as the Board (or
designated committee thereof) deems appropriate. The Base Salary shall be paid in accordance with the normal payroll practices of the
Company.
3.2. Bonus.
For each fiscal year during the Term, the Executive shall be eligible to participate in an annual bonus plan approved by the Compensation
Committee of the Board (the “Compensation Committee”) with a target bonus of 80% of Base Salary (the “Target
Bonus”), provided that the actual bonus received by the Executive with respect to any fiscal year may be more or less
than the Target Bonus depending on the Company’s and the Executive’s level of attainment of certain business goals established
by the Compensation Committee or the Board (such actual amount paid, the “Bonus”). The annual goals for each year during
the Term shall be determined and communicated in writing to the Executive no later than ninety (90) days after the first day of the year.
In addition, the Executive may be eligible to receive such additional bonus amounts as the Board or Compensation Committee shall determine
in its discretion. In determining such additional amounts, if any, the Board (or designated committee thereof) shall consider among other
things the Executive’s contribution to the accomplishment of the Company’s long-range business goals, the success of various
corporate strategies in which the Executive participated, and the Executive’s unique services in connection with the maintenance
of or increase in stockholder value in the Company. Any Bonus shall be paid as promptly as practicable following the end of the fiscal
year to which it relates, but not later than March 15th of the year immediately following the end of such fiscal year.
3.3. Stock
Awards and Related Equity Incentive Plans. During each calendar year of the Term, the Company shall grant the Executive an award consisting
of restricted stock, stock options and/or other equity-related awards (all with reference to Company common stock) with an aggregate grant
date value equal to $200,000 (as reasonably determined by the Company) and such award(s) shall be granted under the Company’s
equity incentive plan existing at the time of any such grant. The Company may grant the Executive additional equity-related awards in
such amounts and terms (including performance-based terms) as the Board or Compensation Committee deems appropriate. In addition to the
foregoing, during the Term, the Executive shall be eligible to participate in the Company’s existing incentive program and any additional
or successor incentive plan or plans. All equity awards shall be subject to the terms and conditions
of the equity incentive plan and award agreement pursuant to which the award is granted.
ARTICLE 4
EMPLOYEE BENEFITS; BUSINESS EXPENSES
4.1. Employee
Benefits.
(a) Benefits.
During the Term, the Executive shall be entitled to participate in all employee benefit plans and
executive perquisite programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”),
on a basis which is no less favorable than is provided to other similarly situated executives of the Company, to the extent consistent
with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee
Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
(b) Vacation.
The Executive shall be entitled to the number of paid vacation days in each calendar year determined by the Board from time to time for
its senior executive officers (prorated in any calendar year during which the Executive is employed by the Company for less than the entire
calendar year in accordance with the number of days in such calendar year during which he is so employed). The Executive shall also be
entitled to all paid holidays given by the Company to its senior executive officers.
4.2. Business
Expenses.
(a) Expenses.
The Company shall pay or reimburse the Executive for all reasonable and authorized business expenses incurred by the Executive during
the Term; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and
promote the business of the Company and are normally and customarily incurred by employees in comparable positions at other comparable
businesses in the same or similar market. Notwithstanding the foregoing, the Company shall not pay or reimburse the Executive for the
costs of any membership fees or dues for private clubs, civic organizations, and similar organizations or entities, unless such organizations
and the fees and costs associated therewith have first been approved in writing by the Board, in its sole discretion.
(b) Travel
Costs. Subject to the provisions of Section 4.2, the Company shall reimburse the Executive for expenses incurred with
business-related travel. The Executive shall be reimbursed for first class travel expenses for business-related flights.
(c) Records.
As a condition to reimbursement under Section 4.2, the Executive shall furnish to the Company adequate records and other documentary
evidence required by federal and state statutes and regulations for the substantiation of each expenditure. The Executive acknowledges
and agrees that failure to furnish the required documentation may result in the Company denying all or part of the expense for which reimbursement
is sought.
(d) Time
Requirements. Executive understands that no reimbursements will be provided under this Section 4.2, unless Executive submits
a request for reimbursement in accordance with this Section 4.2 within six (6) months after incurring the expense and
that any reimbursable expense will be reimbursed not later than six (6) months after submission.
ARTICLE 5
CHANGE IN CONTROL
5.1. Acceleration
of Equity Awards Upon Termination Following a Change in Control. If there is a Change in Control
during the Term, and the Executive’s employment is terminated at anytime upon or after the closing of such Change in Control for
any reason other than a termination by the Company for Cause then, effective upon the Termination Date (as defined below), the
Company shall vest all of the Executive’s unvested stock options and other equity awards (if any) outstanding on such date, regardless
of when such options or equity awards were granted.
5.2. Definition
of Change in Control. For purposes of this Agreement “Change in Control” shall
have the same meaning as in the Company’s Amended and Restated 2010 Stock Incentive Plan, or any successor plan, as such plan may
be amended from time to time.
ARTICLE 6
TERMINATION OF EMPLOYMENT
6.1. Termination
by the Company for Cause.
(a) The
Company may, during the Term, upon written notice to the Executive, terminate the Executive’s employment under this Agreement and
discharge the Executive for Cause (as defined in Section 6.1(b)) and, in such event, except as set forth in Section 6.1,
neither party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive (i) any
Base Salary earned through the Termination Date but not yet paid, (ii) any Bonus earned but not yet paid with respect to any year
prior to the year in which the Termination Date occurs, (iii) if applicable, payout of any accrued but unpaid vacation in accordance
with Company policy, and (iv) reimbursement for any business expenses properly incurred before the Termination Date in accordance
with Section 4.2 (such amounts, the “Accrued Amounts”). Any equity awards held by the Executive shall be governed
by the terms and conditions of the relevant plan and grant documents.
(b) As
used herein, the term “Cause” shall refer to the termination of the Executive’s employment as a result of any
one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony; (ii) any
willful misconduct of the Executive which has a materially injurious effect on the business or reputation of the Company; (iii) the
dishonesty of the Executive which has a materially injurious effect on the business or reputation of the Company; or (iv) a material
failure to consistently discharge his duties under this Agreement other than such failure resulting from his Disability (as defined in
Section 6.3(b)). For purposes of Section 6.1, no act or failure to act, on the part of the Executive, shall be
considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that his
action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions
under clause (iv) above within thirty (30) days of the Executive’s receipt of a copy of a resolution, duly adopted by
the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for
the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board),
finding that in the good faith opinion of the Board the Executive was guilty of acts or omissions constituting “Cause” and
specifying the particulars thereof in detail.
6.2. Termination
by the Company Without Cause or by the Executive for Good Reason.
(a) The
Board acting for the Company shall have the right, in its sole discretion, to terminate the Executive’s employment under this Agreement
at any time for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”),
upon not less than thirty (30) days prior written notice to the Executive, and the Executive may, by written notice to the Board, terminate
his employment under this Agreement (and he hereby has such right) by reason of any act, decision or omission by the Company or the Board
that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially
diminishes the Executive’s authority, duties, or responsibilities, including a change in the Executive’s title or reporting
structure; (iii) relocates the Executive without his consent from the Company’s offices located at 345 Inverness Drive South,
Building C, Suite 310, Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits of Englewood,
Colorado that increases the Executive’s one-way commute to work by at least 50 miles based on the Executive’s primary residence
immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good
Reason”). The Executive must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90)
days of the initial occurrence of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after
which the Executive may resign for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition by
providing a second notice to the Company of such actual resignation.
(b) In
the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except
as set forth in this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to the Executive
(i) the Accrued Amounts, (ii) an amount equal to twelve (12) months of the Executive’s Base Salary (determined as of the
Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable)
plus one times the Executive’s Target Bonus for the year in which the Termination Date
occurs (or, if the Target Bonus for the year in which the Termination Date occurs has not yet been determined as of the Termination Date,
then the Target Bonus for the year prior to the Termination Date), and (iii) a payment in lieu of a Bonus for the year in
which the Termination Date occurs, calculated as the product of (A) a fraction, the numerator of which is the number of days in the
fiscal year prior to and including the Termination Date, and the denominator of which is three hundred sixty five (365), multiplied by
(B) the Executive’s average Bonus received for the immediately preceding three fiscal years prior to the Termination Date (and,
for the avoidance of doubt, the Executive shall cease to be eligible for a Bonus under the terms of the annual bonus plan for the year
of the Termination Date, regardless of the terms of such plan, as a result of such payment), and (iv) the Non-Compete Payment described
in Section 8.2. Such amounts shall be paid in a single lump sum seventy-five (75) days after Executive terminates employment,
provided, however, that the payments pursuant to clause (ii) and (iii) above are contingent on the Executive having executed
a general release of claims in favor of the Company and in the form provided by the Company (the “Release”) within
sixty (60) days following Executive’s termination of employment and not thereafter revoking such Release. In addition, subject to
the Executive’s execution and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date,
the Executive and his eligible dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical
coverage in which he (and his dependents, as applicable) was enrolled immediately prior to the Termination Date (excluding any flexible
spending account) and such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive (and his
eligible dependents) may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under
Internal Revenue Code Section 105(h)), the Company shall instead pay the Executive an amount equal to one (1) month of COBRA
continuation premiums with respect to each such group health plan on the first day of each of the first eighteen (18) months following
the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing results
in taxable compensation to the Executive, the Executive shall pay the Company the amount of any withholding taxes due thereon if and to
the extent such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company.
6.3. Termination
of Employment Upon Death or Disability.
(a) Death.
The Executive’s employment hereunder shall terminate automatically upon his death during the Term. Upon such termination, neither
the Company nor the Executive’s estate or beneficiaries shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay the Executive’s estate the Accrued
Amounts and the Company shall pay to such person as the Executive shall have designated in a notice filed with the Company, or, if no
such person shall be designated, to his estate as a death benefit, a lump sum amount, in cash, within seventy-five (75) days after the
Termination Date, equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Termination Date. This
amount shall be exclusive of and in addition to any payments the Executive’s surviving spouse, beneficiaries or estate may be entitled
to receive pursuant to any pension or employee benefit plan or life insurance policy maintained by the Company. Any
equity awards held by the Executive shall be governed by the terms and conditions of the relevant plan and grant documents.
(b) Disability.
If the Company determines in good faith that the Disability of the Executive has occurred during the Term, subject to applicable laws,
it may give written notice to the Executive of its intention to terminate his employment. In such event, the Executive’s employment
with the Company shall terminate effective on, and the Termination Date shall be, the thirtieth (30th) day after receipt of
such notice by the Executive, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned
to full-time performance of his duties. During any period that the Executive fails to perform his duties hereunder as a result of the
Disability, the Executive shall continue to receive any compensation that he is entitled to under this Agreement until the Executive’s
employment is terminated pursuant to this Section 6.3(b). Upon any such termination neither party shall have any rights or
obligations under Article 1, Article 2, Article 3, Article 4, or Article 5;
provided, however, that the Company shall pay the Executive (i) the Accrued Amounts plus (ii) an amount equal
to twelve (12) months of the Executive’s Base Salary at the rate in effect as of the Termination Date. Such twelve (12) months of
Base Salary shall be paid in a single lump sum seventy-five (75) days after the Termination Date, provided, however, that
this payment is contingent on the Executive having executed a Release within sixty (60) days following Executive’s termination of
employment and not thereafter revoking such Release (except that this condition shall be waived if Executive lacks capacity to enter into
a legal contract as a result of such Disability). For purposes of this Agreement, “Disability” shall mean the inability
of the Executive to perform his duties to the Company on account of physical or mental illness or incapacity for a period of one hundred
and twenty (120) consecutive calendar days, or for a period of one hundred and eighty (180) calendar days, whether or not consecutive,
during any three hundred sixty-five (365) day period. Any equity awards held by the Executive shall
be governed by the terms and conditions of the relevant plan and grant documents.
6.4. Retirement
by the Executive.
(a) During
the Term, the Executive shall have the right to retire from his employment with the Company, following the Executive’s 65th
birthday, provided that the Executive (i) provides at least six (6) months advance written notice to the Board of the
Executive’s intent to retire, (ii) remains employed through the date his successor assumes the role of President and Chief
Operating Officer (for the avoidance of doubt, even if such date is more than six (6) months after the Executive provides notice
to the Board of his intent to retire), (iii) properly transitions his duties to his successor, as reasonably determined by the Board
in good faith its sole discretion, and (iv) remains available to provide reasonable consulting services to the Company from time
to time for two (2) years following the Termination Date, as requested by the Board (a termination of employment meeting all of the
foregoing requirements set forth in (i)-(iv), a “Retirement”). The Board may waive any or all of the foregoing requirements,
in whole or in part. Further, the Board may require the Executive to enter into a separate consulting agreement with respect to the obligations
described in clause (iv) above at the time of the Executive’s termination as a condition of Retirement.
(b) If
the Executive’s employment terminates due to Retirement, then neither party shall have any rights or obligations under Article 1,
Article 2, Article 3, Article 4 or Article 5, provided that, conditioned upon the
Executive signing and not revoking a Release the Executive shall be entitled to receive all the benefits that the Executive would have
received if the Executive terminated his employment for Good Reason, as described in Section 6.2(b).
6.5. Termination
by the Executive Without Good Reason Other than Retirement. Anything in this Agreement to the contrary notwithstanding, during the
Term the Executive shall have the right, in his sole discretion, to terminate his employment under this Agreement without Good Reason
and other than due to a Retirement upon not less than thirty (30) days prior written notice to the Company and, in such event, neither
party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive the Accrued Amounts and, conditioned
upon the Executive signing and not revoking a Release, the Non-Compete Payment described in Section 8.2.
6.6. Acceleration
of Equity Awards. If the Company shall terminate the Executive’s employment Without Cause or the Executive shall terminate his
employment for Good Reason, in each case pursuant to Section 6.2, then, in addition to any payment the Executive is entitled
to under Article 6, the Company shall vest, effective as of immediately prior to the applicable Termination Date, all of the
Executive’s unvested stock options and other equity awards (if any) outstanding as of immediately prior to the applicable Termination
Date, regardless of when such options of equity awards were granted. Except as otherwise set forth herein and notwithstanding the terms
of any award agreement governing stock options or any other type of equity award, if the Executive’s employment shall terminate
due to a Retirement under Section 6.4 or a resignation other than for Good Reason or Retirement under Section 6.5,
then, in addition to any payment the Executive is entitled to under Article 6, all of the Executive’s unvested stock
options and other equity awards (if any) outstanding as of immediately prior to the Termination Date shall continue to vest in accordance
with their terms for eighteen (18) months following the Termination Date as though the Executive had remained employed through such period,
provided that such vesting shall immediately cease upon the date that the Company determines the Executive has breached any of the covenants
set forth in Article 8 or upon the Executive’s death, and any awards that remain unvested as of such date shall be immediately
forfeited.
6.7. Date
of Termination. For purposes of this Agreement “Termination Date” shall mean the date the Executive ceases to be
actively employed by the Company.
ARTICLE 7
WITHHOLDING; CLAWBACK
7.1. Withholding.
The Company shall have the right to deduct or withhold from any payments made pursuant to this Agreement (a) any required employment,
federal, state, local or foreign taxes, (b) any other amounts it is required to deduct or withhold by law from time to time, and
(c) any and all amounts the Executive agrees it may deduct or withhold.
7.2. Compensation
Clawback. Any amounts payable under this Agreement that constitute incentive compensation are subject to the Company’s Compensation
Recovery Policy or any successor policy established by the Company providing for clawback or recovery in the event of an accounting restatement,
the Executive’s material misconduct, or other events if so required by applicable law. The Company will make any determination for
clawback or recovery in accordance with such policy and any applicable law or regulation.
ARTICLE 8
RESTRICTIVE COVENANTS
8.1. Confidential
Information. The Executive agrees to be bound by the terms and conditions of the Inventions Assignment, Confidentiality, and Non-Disclosure
Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”) and the Company’s Corporate
Disclosure Policy, as amended from time to time. The Executive agrees to execute such other documents (including, but not limited to,
new versions of the Confidentiality Agreement) as may be necessary in order to protect the Company’s confidential and proprietary
information. Expiration of this Agreement shall not have any effect on the Confidentiality Agreement, which shall at all times remain
separately and independently enforceable, subject to the terms of this Article 8.
8.2. Non-Competition.
(a) For
the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which is hereby acknowledged, during
the Restricted Period Executive will not, on the Executive’s own behalf, or on behalf of any other person or entity, directly or
indirectly, provide services to a Direct Competitor in the Restricted Area in a role where the Executive’s knowledge of the Company’s
Confidential Business Information or Trade Secrets may affect the Executive’s decisions or actions for the Direct Competitor, to
the detriment of the Company.
(b) For
purposes of this Article 8:
(i) “Company”
means Gevo, Inc. and its subsidiaries.
(ii) “Competitive
Product” means products that serve the same function as, or that could be used to replace, products that the Company provides
or offers to its present or potential clients, or products that it is in the process of developing, in each case determined as of the
earlier of the Termination Date or the Misconduct Date.
(iii) “Competitive
Service” means services of the type that the Company provides or offers to its present or potential clients, or services that
the Company is in the process of developing, in each case determined as of the earlier of the Termination Date or the Misconduct Date.
(iv) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever that
are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result of the
Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat as
confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date., Examples of Confidential Information
include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies,
reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput
screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors,
chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA,
gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens,
hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering
strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information regarding
the Company’s current and/or developing technology; information regarding past or current customers, prospective customers, clients,
and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or other
financial information about the Company; employee records and data (including but not limited to records and data relating to the Company’s
executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of the foregoing types
of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic, written, oral or
visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance of doubt, Confidential
Business Information does not include information that arises from the Executive’s general training, knowledge, skill, or experience
(whether gained on the job or otherwise); information that is readily ascertainable to the public; or information that the Executive otherwise
has a right to disclose as legally protected conduct.
(v) “Direct
Competitor” means a person, business or company providing or developing Competitive Products or Competitive Services anywhere
in the Restricted Area.
(vi) “Misconduct
Date” means any date prior to the Termination Date on which the Company alleges that the Executive has breached the covenant
set forth in Section 8.2(a).
(vii) “Restricted
Area” means the United States or in any other country that the Company conducts or conducted business at any time during the
twelve (12)-month period immediately preceding the earlier of the Termination Date or the Misconduct Date.
(viii) “Restricted
Period” means the period beginning on the first day of the Term and ending on the two (2) year anniversary of the Termination
Date.
(ix) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
(c) As
additional consideration for agreeing to the covenant set forth in Section 8.2(a) and the other terms of this Article 8,
the Company agrees to provide the Executive with the following additional benefits:
(i)
A grant of ten-thousand (10,000) shares of restricted common stock within thirty (30) days of the Amendment
Effective Date, which shall be subject to the terms and conditions of the equity incentive plan and award agreement pursuant to
which the award is granted.
(ii) Upon
any termination of the Executive’s employment under Section 6.2, Section 6.4, or Section 6.5, the Company
shall provide the Executive with a payment equal to the sum of (A) eighteen (18) months of Base Salary at the rate in effect as of
the Termination Date (but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable), plus (B) one (1)
times the Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination
Date occurs has not been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination Date) (the
“Non-Compete Payment”). The Non-Compete Payment shall be paid to the Executive in a cash lump sum within seventy-five
(75) days of the Termination Date, provided that the Executive shall be required repay the Non-Compete Payment in full (without
reduction for any taxes withheld by the Company with respect to such payment) within thirty (30) days of the date the Company makes a
request therefor if the Executive violates any provision of this Article 8.
8.3. Non-Solicitation
of Clients, Customers, and Accounts. For the good and valuable consideration offered to the Executive under this Agreement, the sufficiency
of which is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, without the express written
consent of the Board solicit clients, customers or accounts of the Company for or on behalf of any Direct Competitor, or otherwise interfere
with the Company’s relationship with any current, former, or potential clients or customers.
8.4. Non-Solicitation
of Employees. For the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which is
hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, solicit any person who is or shall
be in the employ or service of the Company to leave such employ or service for employment with or service to the Company, or otherwise
attempt to induce any such person to provide services to a Direct Competitor. Nothing in this Section 8.4 prohibits (i) an
employee of the Company who is not a party to this Agreement from becoming employed by another organization or person; (ii) the
Executive from soliciting, hiring or assisting in the solicitation or hiring of any former employee of the Company, provided that
the Executive did not cause or induce such former employee to leave his or her employment with the Company; or (iii) the placement
of general advertisements for employees or the consideration or hiring of individuals who respond to such general advertisements, so
long as such general advertisements are not specifically directed to employees of the Company.
8.5. Venue;
Specific Performance.
(a) Any
claim, controversy, or dispute arising out of or relating to this Article 8
shall be brought in the courts in Denver, Colorado. Each party to this Agreement submits to the personal jurisdiction of, and venue in,
any such court, and waives any objection to such jurisdiction or venue. As a material inducement for this Agreement, each party knowingly,
voluntarily, irrevocably, and unconditionally waives, to the fullest extent permitted by applicable law, any right either may have to
a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to Article 8
of this Agreement.
(b) Recognizing
that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and
assurances by the Executive contained in this Article 8, and that the Company’s remedies at law for any such breach
or threatened breach may be inadequate, the Company and its successors and assigns, in addition to such other remedies which may be available
to them, shall, upon making a sufficient showing under applicable law, be entitled to an injunction to be issued by any court of competent
jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or company
acting in concert or participation with him, from the continuation of such breach.
(c) The
obligations of the Executive and rights of the Company pursuant to this Article 8 shall survive the termination of the Executive’s
employment under this Agreement. The covenants and obligations of the Executive set forth in this Article 8 are in addition
to and not in lieu of or exclusive of any other obligations and duties the Executive owes to the Company, whether expressed or implied
in fact or law. The Company shall pay and be solely responsible for any attorney’s fees, expenses, costs and court costs incurred
by the Executive in any matter or dispute between the Executive and the Company which pertains to this Article 8 if the Executive
prevails in the contest in whole or in part.
8.6. Modification
of Restrictions in Favor of Enforceability. In the event that any of the restrictive covenants described in this Article 8
shall be held unenforceable by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall substitute
a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall
be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses to enforce
any of the restrictive covenants contained in this Article 8 because they are more extensive (whether as to temporal scope,
geographic scope, scope of business, or otherwise) than necessary to protect the legitimate business interests of the Company, it is expressly
understood and agreed between the Parties that for purposes of such proceeding, the temporal scope, geographic scope, scope of business,
or other aspect thereof shall be deemed reduced only to the extent necessary to permit enforcement of the restrictive covenants
8.7. Executive
Acknowledgements. The Executive acknowledges and agrees that the provisions contained in this Article 8 are for the protection
of the Company’s Confidential Business Information and Trade Secrets and are no broader than necessary to protect the Company’s
legitimate interests in protecting such Confidential Business Information and Trade Secrets.
8.8. Notice. The
Executive agrees that Executive received adequate notice of the covenants contained in this Article 8 and their terms in keeping
with applicable law.
ARTICLE 9
GENERAL PROVISIONS
9.1. Final
Agreement. This Agreement together with all exhibits hereto is intended to be the final, complete and exclusive agreement between
the parties relating to the employment of the Executive by the Company and, effective as of the Amendment Effective Date, supersedes all
prior or contemporaneous understandings, employment agreements, representations and statements, both oral or written, relating to the
subject matter hereof. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in
writing and signed by the party against which the enforcement thereof is or may be sought.
9.2. No
Waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed or
construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition
or provision at the same time or at any prior or subsequent time.
9.3. Rights
Cumulative. The rights under this Agreement, or by law or equity, shall be cumulative and may be exercised at any time and from time
to time. No failure by any party to exercise, and no delay in exercising, any rights shall be construed or deemed to be a waiver thereof,
nor shall any single or partial exercise by any party preclude any other or future exercise thereof or the exercise of any other right.
9.4.
Notice. Except as otherwise provided in this Agreement, any notice, approval, consent,
waiver or other communication required or permitted to be given or to be served upon any person in connection with this Agreement
shall be in writing. Such notice shall be personally served or sent prepaid by either registered or certified mail with return
receipt requested or national overnight delivery service and shall be deemed given (i) if personally served or by national
overnight delivery service, when delivered to the person to whom such notice is addressed, or (ii) if given by mail, two
(2) business days following deposit in the United States mail. Such notices shall be addressed to the party to whom such notice
is to be given at the party’s address set forth below or as such party shall otherwise direct.
If to the Company:
Gevo, Inc.
345 Inverness Drive South
Bldg. C, Suite 310
Englewood, CO 80112
Attn: Vice President, Legal and Corporate Secretary
If to the Executive:
Chris Ryan
[***]
[***]
Or the last known address as set forth in the Company’s
records for the Executive.
9.5. Assignments.
This Agreement is binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives. Except
as otherwise provided herein, neither of the parties hereto may make any assignment of this Agreement, or any interest herein, without
the prior written consent of the other party, except that, without such consent, this Agreement shall be assigned to any corporation or
entity which shall succeed to the business presently being operated by Company, by operation of law or otherwise, including by dissolution,
merger, consolidation, transfer of assets, or otherwise.
9.6. Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws thereof.
9.7. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one instrument. The parties agree that facsimile copies of signatures shall be deemed originals for all purposes hereof and that a party
may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought
hereunder.
9.8. Severability.
The provisions of this Agreement are agreed to be severable, and if any provision, or application thereof, is held invalid or unenforceable,
then such holding shall not affect any other provision or application.
9.9. Construction.
As used herein, and as the circumstances require, the plural term shall include the singular, the singular shall include the plural, the
neuter term shall include the masculine and feminine genders, the masculine term shall include the
neuter and the female genders and the feminine term shall include the neuter and the masculine genders.
9.10. Arbitration.
Except as otherwise provided in Article 8 hereof, any controversy or claim arising out of, or related to, this Agreement,
or the breach thereof, shall be settled by binding arbitration in Denver, Colorado, in accordance with the employment arbitration rules then
in effect of the American Arbitration Association including the right to discovery, and the arbitrator’s decision shall be binding
and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party hereto shall pay its
or their own expenses incident to the negotiation, preparation and resolution of any controversy or claim arising out of, or related to,
this Agreement, or the breach thereof; provided, however, the Company shall pay and be solely responsible for any attorneys’
fees and expenses and court or arbitration costs incurred by the Executive as a result of a claim brought by either the Executive or the
Company alleging that the other party breached or otherwise failed to perform this Agreement or any provision hereof to be performed by
the other party if the Executive prevails in the contest in whole or in part.
9.11. Code
Section 409A Compliance. The provisions of this Section 9.11 apply to each payment or benefit under this Agreement that
is considered deferred compensation that is subject to (and not exempt from) the provisions of Internal Revenue Code Section 409A
(“Section 409A”) (such payments or benefits, the “409A Payments”). Each 409A Payment under this Agreement
shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed to have occurred
for purposes of any provision of this Agreement providing for a 409A Payment upon or following a termination of employment unless such
termination is also a “separation from service” within the meaning of Section 409A and, for purposes of this Agreement,
references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”
Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” (within the meaning
of Section 409A) on the date of the Executive’s separation from service, then any 409A Payments that otherwise would be payable
under this Agreement within the first six (6) months following the Executive’s separation from service (the “409A Suspension
Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth (6th) month period
following the Executive’s separation from service, or Executive’s death, if sooner. After the 409A Suspension Period, the
Executive will receive any remaining 409A Payments due pursuant to this Agreement in accordance with its terms (as if there had not been
any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release by the Executive, if the Release
consideration period spans two (2) calendar years, then such 409A Payments shall be paid in the second (2nd) calendar
year regardless of the time the Executive returns such Release. Whenever a payment under this Agreement specified a payment period with
respect to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive reasonably requests to avoid
the imposition of taxes or penalties under Section 409A provided that such changes do not provide the Executive with additional
benefits (other than de minimis benefits) under this Agreement.
9.12. Survival.
The provisions of Articles 5, 6, 7, 8, and 9 shall survive any termination of the Executive’s
employment with the Company.
9.13. No
Mitigation or Offset. The Executive shall not have any duty to seek other employment or to reduce any amounts or benefits payable
to him under Article 6, and no such amounts or benefits shall be reduced, on account of any compensation received by the Executive
from any other employment or source. The Company shall have the right to offset any amount owed by the Executive to it against payments
due to the Executive under Article 6 other than to the extent prohibited by law or to the extent such offset would result
in a violation of Section 409A.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
| |
|
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By: |
/s/ Pat Gruber |
| |
|
Name: |
Pat Gruber |
| |
|
Title: |
Chief Executive Officer |
| |
|
| |
EXECUTIVE |
| |
|
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/s/
Chris Ryan |
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Chris Ryan |
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[Employment Agreement Signature Page]
EXHIBIT A
INVENTIONS ASSIGNMENT, CONFIDENTIALITY, AND
NON-DISCLOSURE AGREEMENT
This INVENTIONS ASSIGNMENT, CONFIDENTIALITY,
AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2024 (the “Effective
Date”) by and between Gevo, Inc. (the “Company”) and Chris Ryan (the “Employee”) (collectively, the
“Parties”).
RECITALS
The Employee is presently
employed by the Company;
The Company wishes to continue
to employ the Employee, and the Employee wishes to continue to be employed by the Company, to perform services as separately agreed between
the Employee and the Company;
In connection with the Employee’s
employment with the Company, the Employee will have access to valuable trade secrets, proprietary data, and other confidential information
concerning the Company; and
The Employee acknowledges
that in order to protect the legitimate business interests of the Company, it is reasonable and necessary that the Employee enter into
the following covenants regarding the Employee’s treatment of certain Confidential Business Information and Trade Secrets during
and after Employee’s employment with the Company.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration,
including but not limited to the continued employment of the Employee, the sufficiency of which is expressly acknowledged by both the
Employee and the Company, the Parties agree as follows:
1. Recitals.
The statements above are true and correct and considered to be a part of this Agreement.
2. Ownership
of Inventions.
(a) Inventions.
For purposes of this Section, “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements,
inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable.
Employee understands this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method,
procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration
of any kind, or any improvement thereon. Employee understands that “Company Inventions” means any and all Inventions that
Employee may or has solely or jointly author(ed), discover(ed), develop(ed), conceive(d), or reduce(d) to practice during the period
of the Relationship.
(b) Assignment
of Company Inventions. Employee agrees that Employee has or will promptly make full written disclosure to the Company, will hold in
trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Employee’s right,
title, and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret,
and other intellectual property rights therein. Employee further acknowledges that all Company Inventions that are made by Employee (solely
or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest
extent permitted by applicable law) and are compensated by Employee’s salary. Employee hereby waives and irrevocably quitclaims
to the Company or its designee any and all claims, of any nature whatsoever, that Employee now has or may hereafter have for infringement
of any and all Company Inventions. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent
that Moral Rights cannot be assigned under applicable law, Employee hereby waives and agrees not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
(c) Use
or Incorporation of Inventions. If, in the course of the Relationship, Employee uses or incorporates into a product, service, process,
or machine any Invention in which Employee has an interest, Employee will promptly so inform the Company in writing. Whether or not Employee
gives such notice, Employee hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual,
worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify,
make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without
restriction of any kind. To the extent that any third parties have rights in any Invention in which Employee has an interest, Employee
hereby represents and warrants that such third party or parties has/have validly and irrevocably granted to Employee the right to grant
the foregoing license.
(d) Patent
and Copyright Rights. Employee agrees to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s,
or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or
other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee
of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations,
and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer
such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or
its designee, and any successors, assigns, and nominees the sole and exclusive right, title, and interest in and to such Company Inventions,
and any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. Employee further agrees that Employee’s
obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue
during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire
in any country of the world. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents
as Employee’s agent and attorney-in-fact, to act for and in Employee’s behalf and stead to execute and file any such instruments
and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, or transfer
of letters patent, copyright, mask work, and other registrations related to such Company Inventions. This power of attorney is coupled
with an interest and shall not be affected by Employee’s subsequent incapacity.
3. Employee
Covenants and Obligations.
(a) Preliminary
Statement. The Employee expressly acknowledges and agrees that throughout the Employee’s employment with the Company, the Employee
has received and will receive extensive information regarding the nature of the Company’s business, including but not limited to
financial information regarding the Company and other Confidential Business Information and Trade Secrets, both of which are defined herein,
and education from the Company that will confer to the Employee specialized skills, knowledge, and expertise in areas of business in which
the Company is involved. The Employee further recognizes and agrees that the Company’s success is inextricably linked to the dedication
and loyalty of its employees and agents and that in order to ensure that the Company continues to grow and succeed, the Company must protect
the core aspects of its business, including but not limited to its Confidential Business Information and Trade Secrets; substantial relationships
with customers; and customer goodwill associated with the Company’s intellectual property, Confidential Business Information, and
Trade Secrets. The Employee hereby expressly acknowledges the validity of the following covenants and that such covenants are reasonably
necessary for the Company to protect its business interests, including but not limited to those cited above.
(b) Confidentiality.
The Employee understands and agrees that the Company’s Confidential Business Information and Trade Secrets, as defined herein, are
valuable, special, and unique assets of the Company which are entitled to protection under the provisions of this Section.
(1) Definitions.
For purposes of this Agreement, the following definitions apply:
(i) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type
whatsoever that are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely
as a result of the Executive’s employment with the Company and that are directly or indirectly related to the Company’s
technology, intellectual property, products, business, assets, finances, operations or business opportunities, (ii) all Company
intellectual property and all associated records, (iii) any business information that may be made known to Executive in the
course of Executive’s employment, including, without limitation, any such information that the Company has received from
others that the Company is obligated to treat as confidential or proprietary, and (iv) any and all data and business
information generated or obtained by or on behalf of Executive that contains, reflects, or is derived from any of the foregoing, in
each case whether in writing, or in oral, graphic, electronic or any other form, and whether disclosed, generated or obtained before
or after the Amendment Effective Date. Examples of Confidential Information include, but are not limited to, software (in source or
object code form), databases, algorithms, processes, designs, prototypes, methodologies, reports, specifications, schematics,
evolutionary design methods, methods for making and characterizing gene libraries, high throughput screening techniques, compounds,
biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors, chaperones, operons,
promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA, gene sequences,
transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens, hormones,
monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic
engineering strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic
information regarding the Company’s current and/or developing technology; information regarding past or current customers,
prospective customers, clients, and/or business contacts; prospective and executed contracts and subcontracts; sales plans,
development plans or any other initiatives, strategies, plans and proposals used by the Company in the course of its business;
present or future business plans, any intellectual property, usernames and passwords for the Company’s various information
systems; usernames and passwords for employees of the Company; network infrastructure or network architecture associated with the
Company’s information systems; network access logs; HTML code or other code; Internet protocol logs; encryption methods or
algorithms; customer usernames or passwords; all information about the products, techniques, and services provided by the Company,
forecasts and forecast assumptions and volumes, price, and cost objectives; price lists, pricing, and quoting policies and
procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor contracts; lender contracts;
operating statements; revenue projections, revenue statements, balance sheets, financial statements, or other financial information
about the Company; employee records and data (including but not limited to records and data relating to the Company’s
executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of the foregoing
types of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic, written,
oral or visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance of
doubt, Confidential Business Information does not include information that arises from the Executive’s general training,
knowledge, skill, or experience (whether gained on the job or otherwise); information that is readily ascertainable to the public;
or information that the Executive otherwise has a right to disclose as legally protected conduct.
(ii) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
(2) Covenant
of Preservation of Confidentiality. The Employee recognizes that during the Employee’s employment with the Company, he or she
has had and will have access to certain Confidential Business Information and Trade Secrets of the Company and its affiliates. Throughout
the Employee’s employment with the Company, the Employee agrees to protect the Confidential Business Information and Trade Secrets
of the Company and its affiliates from unauthorized use or disclosure and to take all reasonable steps to ensure the secrecy and confidentiality
of all Confidential Business Information and Trade Secrets.
(3) Covenants
of Proper Use and Non-Disclosure. The Employee agrees that during the Employee’s employment with the Company and following
termination of the Employee’s employment with the Company for any reason, regardless of whether the Employee’s employment
comes to an end voluntarily or involuntarily, the Employee will:
(i) Not
make any use whatsoever, except on behalf of the Company and in the course of the Employee’s regular duties to the Company, of Confidential
Business Information or Trade Secrets without the prior written consent of the Company expressly waiving the Employee’s obligations
as provided herein;
(ii) Not
disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, whether performing services
for the Company or otherwise, and not reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible
or otherwise;
(iii) Keep
all Confidential Business Information and Trade Secrets strictly secret and confidential;
(iv) Take
all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, disclosure of, or loss or destruction
of any Confidential Business Information or Trade Secrets provided to the Employee;
(v) Promptly
return to the Company upon request any Confidential Business Information or Trade Secrets then in tangible form; and
(vi) Not
take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
(4) Defend
Trade Secrets Act Notice. The Employee understands that, notwithstanding the nondisclosure obligations in this Section, pursuant to
18 U.S.C. § 1833(b), the Employee will not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official or to an attorney,
either directly or indirectly, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(5) Exceptions.
Notwithstanding anything herein to the contrary, this Agreement does not prevent the Employee from (i) filing a complaint or charge
with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any
state or local fair employment agency; (ii) cooperating with the EEOC, the NLRB, or any federal, state, or local fair employment
agency; (iii) reporting a possible violation of federal, state, or local law or regulation to any governmental or law enforcement
agency or entity; or (iv) making other disclosures that are required by law or protected under any whistleblower provision of federal,
state, or local law or regulation. The Employee shall not be treated as in violation of this Agreement if the Employee discloses Confidential
Information for purposes of the foregoing.
(c) Use
of Name. The Employee agrees that the Employee will not, directly or indirectly, use any name which is similar to any corporate name
of or any trade name, service mark, trademark, logo, or insignia used by the Company or any of its affiliates, other than in the performance
of the Employee’s duties to the Company. Following termination of the Employee’s employment with the Company for any
reason, regardless of whether Employee’s employment comes to an end voluntarily or involuntarily, the Employee shall not represent
himself or herself as being in any way connected with the business of the Company or any of its affiliates, except to the extent as may
be separately agreed upon between the Parties in writing.
(d) Reasonableness
of Restrictions. The Employee has carefully read and considered the covenants contained in this Section and agrees that the restrictions
set forth herein are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company
and its officers, directors, and other employees. It is the belief of the Parties, therefore, that the best protection that can be given
to the Company that does not in any way infringe upon the rights of the Employee to engage in any unrelated businesses is to provide for
the covenants contained herein.
(e) Modification
of Restrictions in Favor of Enforceability. In the event that any of the covenants described in this Section shall be held unenforceable
by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall substitute a reasonable judicially
enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall be as fully enforceable
as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses to enforce any of the covenants contained
in this Section because they are more extensive than necessary to protect the legitimate business interests of the Company, it is
expressly understood and agreed between the Parties that for purposes of such proceeding, the restriction thereof shall be deemed reduced
only to the extent necessary to permit enforcement of the covenants.
(f) Injunctive
Relief. The Parties agree that it is impossible to measure in monetary damages the harm that will accrue to the Company or its affiliates
in the event that the Employee breaches any of the covenants contained in this Section. In the event that the Employee breaches, or threatens
to breach, any of the aforementioned covenants, the Company or any of its affiliates shall be entitled to an injunction restraining the
Employee from violating such covenant (without posting any bond). If the Company or any of its affiliates shall institute any action or
proceeding to enforce any such covenant, the Employee hereby waives the claim or defense that the Company or any of its affiliates has
an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company or any of its
affiliates has an adequate remedy at law. The foregoing shall not prejudice the Company’s or any of its affiliates’ right
to require the Employee to account for and pay over to the Company or any of its affiliates, and the Employee hereby agrees to account
for and pay over, the compensation, profits, monies, accruals, or other benefits derived or received by the Employee as a result of any
transaction constituting a breach of any of the covenants.
(g) Severability.
The provisions of this Section are severable and if any one or more provisions should be determined by a court of competent jurisdiction
to be invalid or otherwise unenforceable, in whole or in part, the remaining provisions (and any partially unenforceable provision to
the extent enforceable in any jurisdiction) shall, nevertheless, be binding and enforceable.
(h) Survival.
The covenants contained in this Section shall survive the termination, for any reason, of the Employee’s employment with the
Company.
(i) Notice.
The Employee agrees that Employee received adequate notice of the covenants contained in Section 3 and their terms in keeping
with applicable law.
4. Attorneys’
Fees and Costs. In the event any litigation, arbitration, or similar proceeding
(any such action or proceeding, “Litigation”)
is commenced or defended by any Party to this Agreement claiming in such litigation a breach of this Agreement by the other Party to this
Agreement, and in the event such commencing or defending Party is successful on the merits of such claim or defense and substantially
prevails in litigation, the other Party shall pay to the prevailing Party all costs and expenses, including but not limited to,
reasonable attorneys’ fees, paralegal fees, court costs, and cost of experts
and investigation, whether incurred at or in preparation for trial, upon appeal, or during investigation, of such prevailing party in
prosecuting such claim or establishing such defense.
5. Governing
Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado
without regard to its conflicts of laws procedures. Any claim, controversy, or dispute
arising out of or relating to this agreement shall be brought in the courts in Denver, Colorado. Each Party to this Agreement submits
to the personal jurisdiction of, and venue in, any such court, and waives any objection to such jurisdiction or venue.
6. Effect
on Prior Agreements. The Employee agrees and understands that this Agreement does not supersede any provision on confidentiality
or any other covenants contained in any agreement to which the Employee has entered into or is otherwise subject to as an employee of
the Company (except to the extent that any such prior provision conflicts with the terms of this Agreement, in which situation the terms
of this Agreement shall govern), nor does this Agreement reduce employee’s obligations
to comply with applicable laws relating to trade secrets, confidential information, or
unfair competition.
7. WAIVER
OF JURY TRIAL. As a material inducement for this Agreement, each Party knowingly, voluntarily, irrevocably, and unconditionally
waives, to the fullest extent permitted by applicable law, any right either may have to a trial by jury in any legal action, proceeding,
cause of action, or counterclaim arising out of or relating to this Agreement.
8. Assignment.
This Agreement shall inure to the benefit of, and may be enforced by, the successors or assigns of the Company. This Agreement is based
on the personal services of the Employee, and the rights and obligations of the Employee contained in this Agreement shall not be assignable
by the Employee to any other person.
9. Amendments;
Waiver. Any amendment to or modification of this Agreement, and any waiver of any provision of this Agreement, shall be
in writing and shall require the prior written approval of the Parties as evidenced by the manual signature of the Employee and an authorized
representative of the Company. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach of this Agreement.
10. Severability.
If any one or more provisions of this Agreement shall be held invalid or unenforceable, the validity or enforceability of all other
provisions of this Agreement shall not be affected by the invalid or unenforceable provision(s). In the event a court of competent jurisdiction
determines by final judgment that the scope, time period, or geographical limitations specifically set forth in this agreement are too
broad to be capable of enforcement, said court is authorized by the parties hereto to modify and enforce such provisions as to scope,
time, and geographical area as the court deems reasonable and equitable.
11. Counterparts.
This Agreement may be executed and accepted in one or more counterparts (i.e., the
employee and the company may sign separate, identical signature pages) for the convenience of the parties. Each separate counterpart signature
page to this Agreement will be deemed an original and all such counterpart signature pages, taken together, shall constitute one
and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmission or by electronic
mail transmission, including but not limited to an adobe file format document (also known as a pdf file), shall be as effective as delivery
of a manually executed counterpart hereof.
12.
Advice of Counsel and No Construal Against Drafter. The
Employee acknowledges that, in executing this Agreement, the Employee has had the opportunity to seek the advice of independent
legal counsel and that the Employee has read and understands all of the terms and provisions of this Agreement. This Agreement shall
not be construed against any Party by reason of the drafting of preparation of this Agreement.
13. Captions.
The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit, or affect the
scope or substance of any section of this agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
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By: |
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Name: |
Pat Gruber |
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Title: |
Chief Executive Officer |
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EMPLOYEE |
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Chris Ryan |
Exhibit 10.3
Employment
Agreement
Effective August 12, 2024
This Employment Agreement
(this “Agreement”), by and between Gevo, Inc., a Delaware corporation (the “Company”), and
Paul Bloom (the “Executive”), is hereby entered into as of August 12, 2024 (the “Effective Date”).
Recitals
WHEREAS, the Executive is
employed by the Company as its Chief Carbon and Innovation Officer;
WHEREAS,
the Board of Directors of the Company (the “Board”) and the Executive desire to enter into this Agreement as of the
Effective Date pursuant to the terms hereof to assure the Company of the Executive’s continued employment in an executive capacity,
to provide for an orderly transition of the Executive’s duties in the event of his eventual retirement, and to compensate
him therefor;
WHEREAS, the Board considers
the establishment and maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company
and its stockholders; and
WHEREAS, the Board has determined
that appropriate steps should be taken to retain the Executive and to reinforce and encourage his continued attention and dedication
to his assigned duties and the Company desires to retain the services of the Executive, and the Executive desires to be employed by the
Company pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:
Article 1
Term of Employment
1.1 Term
of Employment. The “Term” of employment for purposes of this Agreement shall mean the period commencing on the
Effective Date and ending on the Termination Date, as defined in Section 6.7.
Article 2
Position and Duties
2.1 Position
and Duties. The Company shall employ the Executive as its Chief Carbon and Innovation Officer. During the Term, the Executive shall
report to the Company’s Chief Executive Officer and shall (a) perform such duties as are from time to time assigned by the
Chief Executive Officer or the Board that are consistent with Executive’s position, (b) be a full-time employee devoting his
attention and energies to the business of the Company; (c) use his best efforts to promote the interests of the Company; and (d) act
in accordance with the policies and directives of the Company.
2.2 Restrictions.
The Executive covenants and agrees that, during the Term, he shall not engage in any employment, business or activity that is in any
way competitive with the business or proposed business of the Company, whether for compensation or otherwise, without the prior consent
of the Chief Executive Officer. However, the Executive may, without the prior consent of the Chief Executive Officer, (a) participate
in charitable, community or professional activities, provided that such activities do not materially interfere with the services
required under this Agreement and (b) make passive personal investments or conduct personal business, financial or legal affairs
or other personal matters if those activities do not materially interfere with the services required under this Agreement.
Article 3
Compensation
3.1 Base
Salary. As compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to
pay the Executive a gross annual base salary (the “Base Salary”) of Four Hundred and Seven Thousand Dollars (U.S.
$407,000.00) during the Term, which amount shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”)
at least annually and may be increased (but not reduced) as the Compensation Committee deems appropriate. The Base Salary shall be paid
in accordance with the normal payroll practices of the Company.
3.2 Bonus.
For each fiscal year during the Term, the Executive shall be eligible to participate in an annual bonus plan approved by the Compensation
Committee with a target bonus of 80% of Base Salary (the “Target Bonus”), provided that the actual bonus received
by the Executive with respect to any fiscal year may be more or less than the Target Bonus depending on the Company’s and the Executive’s
level of attainment of certain business goals established by the Compensation Committee (such actual amount paid, the “Bonus”).
Any Bonus shall be paid as promptly as practicable following the end of the fiscal year to which it relates, but not later than March 15th
of the year immediately following the end of such fiscal year.
3.3 Stock
Awards and Related Equity Incentive Plans. During each calendar year of the Term, the Company may grant the Executive stock awards
for shares of the Company’s common stock, which such awards may consist of restricted stock, stock options, and/or other equity-related
awards, in such amounts and on such terms (including performance-based terms) as the Board or the Compensation Committee, in its sole
discretion, deems appropriate.
Article 4
Employee Benefits; Business Expenses
4.1 Employee
Benefits.
(a) Benefits.
During the Term, the Executive shall be entitled to participate in all employee benefit plans and executive perquisite programs maintained
by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less
favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the
terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any
time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
(b) Vacation.
The Executive shall be entitled to the number of paid vacation days in each calendar year determined by the Board from time to time
for its senior executive officers (prorated in any calendar year during which the Executive is employed by the Company for less than
the entire calendar year in accordance with the number of days in such calendar year during which he is so employed). The Executive shall
also be entitled to all paid holidays given by the Company to its senior executive officers.
4.2 Business
Expenses.
(a) Expenses.
The Company shall pay or reimburse the Executive for all reasonable and authorized business expenses incurred by the Executive during
the Term; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and
promote the business of the Company and are normally and customarily incurred by employees in comparable positions at other comparable
businesses in the same or similar market. Notwithstanding the foregoing, the Company shall not pay or reimburse the Executive for the
costs of any membership fees or dues for private clubs, civic organizations, and similar organizations or entities, unless such organizations
and the fees and costs associated therewith have first been approved in writing by the Board, in its sole discretion.
(b) Travel
Costs. Subject to the provisions of Section 4.2, the Company shall reimburse the Executive for expenses incurred with
business-related travel.
(c) Records.
As a condition to reimbursement under Section 4.2, the Executive shall furnish to the Company adequate records and other
documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. The Executive
acknowledges and agrees that failure to furnish the required documentation may result in the Company denying all or part of the expense
for which reimbursement is sought.
(d) Time
Requirements. Executive understands that no reimbursements will be provided under this Section 4.2, unless Executive
submits a request for reimbursement in accordance with this Section 4.2 within six (6) months after incurring the expense
and that any reimbursable expense will be reimbursed not later than six (6) months after submission.
Article 5
Change In Control
5.1
Acceleration of Equity Awards Upon a Termination Following a Change in Control. If there is a
Change in Control during the Term, and the Executive’s employment is terminated at anytime upon or after the closing of such
Change in Control for any reason other than a termination by the Company for Cause then, effective upon the Termination Date (as
defined below), the Company shall vest all of the Executive’s unvested stock options and other equity awards (if any)
outstanding on such date, regardless of when such options or equity awards were granted.
5.2 Definition
of Change in Control. For purposes of this Agreement “Change in Control” shall have the same meaning as in the
Company’s Amended and Restated 2010 Stock Incentive Plan, or any successor plan, as such plan may be amended from time to time.
Article 6
Termination of Employment
6.1 Termination
by the Company for Cause.
(a) The
Company may, during the Term, upon written notice to the Executive, terminate the Executive’s employment under this Agreement and
discharge the Executive for Cause (as defined in Section 6.1(b)) and, in such event, except as set forth in Section 6.1,
neither party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive (i) any Base Salary earned
through the Termination Date but not yet paid, (ii) any Bonus earned but not yet paid with respect to any year prior to the year
in which the Termination Date occurs, (iii) if applicable, payout of any accrued but unpaid vacation in accordance with Company
policy, and (iv) reimbursement for any business expenses properly incurred before the Termination Date in accordance with Section 4.2
(such amounts, the “Accrued Amounts”). Any equity awards held by the Executive shall be governed by the
terms and conditions of the relevant plan and grant documents.
(b) As
used herein, the term “Cause” shall refer to the termination of the Executive’s employment as a result of any
one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony; (ii) any
willful misconduct of the Executive which has a materially injurious effect on the business or reputation of the Company; (iii) the
dishonesty of the Executive which has a materially injurious effect on the business or reputation of the Company; or (iv) a material
failure to consistently discharge his duties under this Agreement other than such failure resulting from his Disability (as defined in
Section 6.3(b)). For purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall
be considered “willful” if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that
his action or omission was in the best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions
under clause (iv) above within thirty (30) days of notice.
6.2 Termination
by the Company Without Cause or by the Executive for Good Reason.
(a) The
Company shall have the right, in its sole discretion, to terminate the Executive’s employment under this Agreement at any time
for any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not
less than thirty (30) days prior written notice to the Executive, and the Executive may, by written notice to the Board, terminate his
employment under this Agreement (and he hereby has such right) by reason of any act, decision or omission by the Company or the Board
that, without the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially
diminishes the Executive’s authority, duties, or responsibilities, including requiring the Executive to report to an officer other
than the Chief Executive Officer; (iii) relocates the Executive from the Company’s offices located at 345 Inverness Drive
South, Building C, Suite 310, Englewood, Colorado to any other location in excess of fifty (50) miles beyond the geographic limits
of Englewood, Colorado that increases the Executive’s one-way commute to work by at least fifty (50) miles based on the Executive’s
primary residence immediately prior to the time such relocation is announced; or (iv) constitutes a material breach of this Agreement
(each a “Good Reason”). The Executive must give the Company written notice of the condition that gives rise to the
Good Reason within ninety (90) days of the initial occurrence of the condition, in which event the Company shall have thirty (30) days
to remedy the condition, and after which the Executive may resign for Good Reason within ninety (90) days after the Company fails to
reasonably remedy the condition by providing a second notice to the Company of such actual resignation.
(b) In
the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except
as set forth in this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to
the Executive (i) the Accrued Amounts, (ii) if applicable, the “Severance Benefit” described in (c) below,
and (iii) the Non-Compete Payment described in Section 8.2. Such amounts shall be paid in a single lump sum seventy-five
(75) days after the Executive terminates employment, provided, however, that the Severance Benefit due, if any, is contingent
on the Executive having executed a general release of claims in favor of the Company and in a form provided by the Company (the “Release”)
within sixty (60) days following Executive’s termination of employment and not thereafter revoking such Release, and the Non-Compete
Payment shall be subject to the terms and conditions of Section 8.2. In addition, subject to the Executive’s execution
and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date, the Executive and his eligible
dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical coverage in which he
(and his dependents, as applicable) was enrolled immediately prior to the Termination Date (excluding any flexible spending account)
and such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive (and his eligible dependents)
may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under
Internal Revenue Code Section 105(h)), the Company shall instead pay the Executive an amount equal to one (1) month of COBRA
continuation premiums with respect to each such group health plan on the first day of each of the first eighteen (18) months following
the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing
results in taxable compensation to the Executive, the Executive shall pay the Company the amount of any withholding taxes due thereon
if and to the extent that such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company.
(c) The
“Severance Benefit” shall be equal to:
(i) if
the Executive’s Termination Date is within thirty (30) days prior to or twelve (12) months following a Change in Control (the “Change
in Control Termination Period”), an amount equal to twelve (12) months of the Executive’s Base Salary (determined as
of the Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable) plus the Executive’s
Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination Date occurs
has not yet been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination Date); or
(ii) if
the Executive’s Termination Date occurs outside the Change in Control Termination Period, an amount equal to six (6) months
of the Executive’s Base Salary (determined as of the Termination Date but ignoring any decrease in Base Salary giving rise to Good
Reason, if applicable).
6.3 Termination
of Employment Upon Death or Disability.
(a) Death.
The Executive’s employment hereunder shall terminate automatically upon his death during the Term. Upon such termination, neither
the Company nor the Executive’s estate or beneficiaries shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to
such person as the Executive shall have designated in a notice filed with the Company, or, if no such person shall be designated,
to the Executive’s estate the Accrued Amounts and the Company shall pay to his estate as a death benefit, a lump sum amount, in
cash, within seventy five (75) days after the Termination Date, equal to six (6) months of the Executive’s Base Salary at
the rate in effect on the Termination Date. This amount shall be exclusive of and in addition to any payments the Executive’s surviving
spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy
maintained by the Company. Any equity awards held by the Executive shall be governed by the terms and conditions of the relevant plan
and grant documents.
(b) Disability.
If the Company determines in good faith that the Disability of the Executive has occurred during the Term, subject to applicable
laws, it may give written notice to the Executive of its intention to terminate his employment. In such event, the Executive’s
employment with the Company shall terminate effective on, and the Termination Date shall be, the thirtieth (30th) day after
receipt of such notice by the Executive, provided that, within the thirty (30) days after such receipt, the Executive shall not
have returned to full-time performance of his duties. During any period that the Executive fails to perform his duties hereunder as a
result of the Disability, the Executive shall continue to receive any compensation that he is entitled to under this Agreement until
the Executive’s employment is terminated pursuant to this Section 6.3(b). Upon any such termination neither party shall
have any rights or obligations under Article 1, Article 2, Article 3, Article 4, or Article 5;
provided, however, that the Company shall pay the Executive (i) the Accrued Amounts plus (ii) an amount equal
to six (6) months of the Executive’s Base Salary at the rate in effect as of the Termination Date. Such six (6) months
of Base Salary shall be paid in a single lump sum seventy five (75) days after the Termination Date, provided, however,
that this payment is contingent on the Executive having executed a Release within sixty (60) days following Executive’s termination
of employment and not thereafter revoking such Release (except that this condition shall be waived if Executive lacks capacity to enter
into a legal contract as a result of such Disability). For purposes of this Agreement, “Disability” shall mean the
inability of the Executive to perform his duties to the Company on account of physical or mental illness or incapacity for a period of
one hundred and twenty (120) consecutive calendar days, or for a period of one hundred and eighty (180) calendar days, whether or not
consecutive, during any three hundred sixty-five (365) day period. Any equity awards held by the Executive shall be governed by the terms
and conditions of the relevant plan and grant documents.
6.4 Retirement
by the Executive.
(a) During
the Term, the Executive shall have the right to retire from his employment with the Company following the Executive’s 65th
birthday, provided that the Executive (i) provides at least six (6) months advance written notice to the Company
of the Executive’s intent to retire, (ii) remains employed through the date his successor assumes his role (for the avoidance
of doubt, even if such date is more than six (6) months after the Executive provides notice to the Company of his intent to retire),
(iii) properly transitions his duties to his successor, as reasonably determined by the Board in its discretion, and (iv) remains
available to provide reasonable consulting services to the Company from time to time for six (6) months following the Termination
Date, as requested by the Board (a termination of employment meeting all of the foregoing requirements set forth in (i)-(iv), a “Retirement”).
The Board may waive any or all of the foregoing requirements, in whole or in part. Further, the Board may require the Executive to enter
into a separate consulting agreement with respect to the obligations described in clause (iv) above at the time of the Executive’s
termination as a condition of Retirement.
(b) If
the Executive’s employment terminates due to Retirement, then neither party shall have any rights or obligations under Article 1,
Article 2, Article 3, Article 4 or Article 5, provided that, conditioned upon
the Executive signing and not revoking a Release (i) the Executive shall be entitled to receive all the benefits that the Executive
would have received if the Executive terminated his employment for Good Reason, as described in Section 6.2(b).
6.5 Termination
by the Executive Without Good Reason Other than Retirement. Anything in this Agreement to the contrary notwithstanding, during the
Term the Executive shall have the right, in his sole discretion, to terminate his employment under this Agreement without Good Reason
and other than due to a Retirement upon not less than thirty (30) days prior written notice to the Company and, in such event, neither
party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive the Accrued Amounts and, conditioned
upon the Executive signing and not revoking a Release, the Non-Compete Payment described in Section 8.2.
6.6 Treatment
of Equity Awards. Except as otherwise set forth herein and notwithstanding the terms of any award agreement governing stock options
or any other type of equity award, if the Executive’s employment shall terminate for any reason other than (a) a termination
by the Company for Cause under Section 6.1 or (b) a termination due to death or Disability under Section 6.3,
then, in addition to any payment the Executive is entitled to under Article 6, all of the Executive’s unvested stock
options and other equity awards (if any) outstanding as of immediately prior to the Termination Date shall continue to vest in accordance
with their terms for eighteen (18) months following the Termination Date as though the Executive had remained employed through such period,
provided that such vesting shall immediately cease upon the date that the Company determines the Executive has breached any of
the covenants set forth in Article 8 or upon the Executive’s death, and any awards that remain unvested as of such
date shall be immediately forfeited.
6.7 Date
of Termination. For purposes of this Agreement “Termination Date” shall mean the date the Executive ceases to
be actively employed by the Company.
Article 7
WITHHOLDING; CLAWBACK
7.1 Withholding.
The Company shall have the right to deduct or withhold from any payments made pursuant to this Agreement (a) any required employment,
federal, state, local or foreign taxes, (b) any other amounts it is required to deduct or withhold by law from time to time, and
(c) any and all amounts the Executive agrees it may deduct or withhold.
7.2 Compensation
Clawback. Any amounts payable under this Agreement that constitute incentive compensation are subject to the Company’s Compensation
Recovery Policy or any successor policy established by the Company providing for clawback or recovery in the event of an accounting restatement,
the Executive’s material misconduct, or other events if so required by applicable law. The Company will make any determination
for clawback or recovery in accordance with such policy and any applicable law or regulation.
Article 8
Restrictive Covenants
8.1 Confidential
Information. The Executive agrees to be bound by the terms and conditions of the Inventions Assignment, Confidentiality, and
Non-Disclosure Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”) and the Company’s
Corporate Disclosure Policy, as amended from time to time. The Executive agrees to execute such other documents (including, but not limited
to, new versions of the Confidentiality Agreement) as may be necessary in order to protect the Company’s confidential and proprietary
information. Expiration of this Agreement shall not have any effect on the Confidentiality Agreement, which shall at all times remain
separately and independently enforceable, subject to the terms of this Article 8.
8.2 Non-Competition.
(a) For
the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which is hereby acknowledged, during
the Restricted Period, the Executive will not, on the Executive’s own behalf, or on behalf of any other person or entity, engage
in any Competitive Activities in the Restricted Area.
(b) For
purposes of this Article 8:
(i) “Company”
means Gevo, Inc. and its subsidiaries.
(ii) “Competitive
Activities” means directly or indirectly engaging in any employment, independent contracting, consulting engagement, business
opportunity or individual activity with a Direct Competitor.
(iii) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever
that are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result
of the Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat
as confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date., Examples of Confidential
Information include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes,
methodologies, reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries,
high throughput screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases,
cofactors, chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered
DNA or RNA, gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies,
antigens, hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning
tools, pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic
engineering strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information
regarding the Company’s current and/or developing technology; information regarding past or current customers, prospective customers,
clients, and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or
other financial information about the Company; employee records and data (including but not limited to records and data relating to the
Company’s executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of
the foregoing types of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic,
written, oral or visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance
of doubt, Confidential Business Information does not include information that arises from the Executive’s general training, knowledge,
skill, or experience (whether gained on the job or otherwise); information that is readily ascertainable to the public; or information
that the Executive otherwise has a right to disclose as legally protected conduct.
(iv) “Direct
Competitor” means any entity or person that (X) sells or plans to sell any of renewable hydrocarbon products, plastics,
materials or other chemicals that are derived from renewable Isobutanol or an ethanol-to-olefin process; or (Y) provides the measurement,
reporting, and/or verification of sustainability attributes (e.g., carbon intensity levels)..
(v) “Misconduct
Date” means any date prior to the Termination Date on which the Company alleges that the Executive has breached the covenant
set forth in Section 8.2(a).
(vi) “Restricted
Area” means the United States or in any other country that the Company conducts or conducted business at any time during
the twelve (12)-month period immediately preceding the earlier of the Termination Date or the Misconduct Date.
(vii) “Restricted
Period” means the period beginning on the first day of the Term and ending on the eighteen (18) month anniversary of the Termination
Date.
(viii) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being
readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject
of efforts by the Company to maintain its secrecy that are reasonable under the circumstances.
(c) As
additional consideration for agreeing to the covenant set forth in Section 8.2(a) and the other terms of this Article 8,
the Company agrees to provide the Executive with the following additional benefits:
(i) A
grant of ten thousand (10,000) shares of restricted common stock within thirty (30) days of the Effective Date, which shall be subject
to the terms and conditions of the equity incentive plan and award agreement pursuant to which the award is granted.
(ii) Upon
any termination of the Executive’s employment under Section 6.2, Section 6.4, or Section 6.5, the
Company shall provide the Executive with a payment equal to the sum of (A) eighteen (18) months of Base Salary at the rate in effect
as of the Termination Date (but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable), plus (B) one
(1) times the Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the
Termination Date occurs has not been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination
Date) (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to the Executive in a cash lump sum within
seventy-five (75) days of the Termination Date, provided that the Executive shall be required repay the Non-Compete Payment in
full (without reduction for any taxes withheld by the Company with respect to such payment) within thirty (30) days of the date the Company
makes a request therefor if the Executive violates any provision of this Article 8.
8.3 Non-Solicitation
of Clients, Customers, and Accounts. For the good and valuable consideration offered to the Executive under this Agreement,
the sufficiency of which is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, without
the express written consent of the Board solicit clients, customers or accounts of the Company for or on behalf of any Direct Competitor,
or otherwise interfere with the Company’s relationship with any current, former, or potential clients or customers.
8.4 Non-Solicitation
of Employees. For the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which
is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly ,solicit any person who is or shall
be in the employ or service of the Company to leave such employ or service for employment with or service to the Company, or otherwise
attempt to induce any such person to provide services to a Direct Competitor. Nothing in this Section 8.4 prohibits (i) an
employee of the Company who is not a party to this Agreement from becoming employed by another organization or person; (ii) the
Executive from soliciting, hiring or assisting in the solicitation or hiring of any former employee of the Company, provided that
the Executive did not cause or induce such former employee to leave his or her employment with the Company; or (iii) the placement
of general advertisements for employees or the consideration or hiring of individuals who respond to such general advertisements, so
long as such general advertisements are not specifically directed to employees of the Company.
8.5 Venue;
Specific Performance.
(a) Any
claim, controversy, or dispute arising out of or relating to this Article 8 shall be brought in the courts in Denver, Colorado.
Each party to this Agreement submits to the personal jurisdiction of, and venue in, any such court, and waives any objection to such
jurisdiction or venue. As a material inducement for this Agreement, each party knowingly, voluntarily, irrevocably, and unconditionally
waives, to the fullest extent permitted by applicable law, any right either may have to a trial by jury in any legal action, proceeding,
cause of action, or counterclaim arising out of or relating to Article 8 of this Agreement.
(b) Recognizing
that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants
and assurances by the Executive contained in this Article 8, and that the Company’s remedies at law for any such breach
or threatened breach may be inadequate, the Company and its successors and assigns, in addition to such other remedies which may be available
to them, shall, upon making a sufficient showing under applicable law, be entitled to an injunction to be issued by any court of competent
jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or company
acting in concert or participation with him, from the continuation of such breach.
(c) The
obligations of the Executive and rights of the Company pursuant to this Article 8 shall survive the termination of the Executive’s
employment under this Agreement. The covenants and obligations of the Executive set forth in this Article 8 are in addition
to and not in lieu of or exclusive of any other obligations and duties the Executive owes to the Company, whether expressed or implied
in fact or law. The Company shall pay and be solely responsible for any attorney’s fees, expenses, costs and court costs incurred
by the Executive in any matter or dispute between the Executive and the Company which pertains to this Article 8 if the Executive
prevails in the contest in whole or in part.
8.6 Modification
of Restrictions in Favor of Enforceability. In the event that any of the restrictive covenants described in this Article 8
shall be held unenforceable by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall
substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the
covenant shall be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses
to enforce any of the restrictive covenants contained in this Article 8 because they are more extensive (whether as to temporal
scope, geographic scope, scope of business, or otherwise) than necessary to protect the legitimate business interests of the Company,
it is expressly understood and agreed between the Parties that for purposes of such proceeding, the temporal scope, geographic scope,
scope of business, or other aspect thereof shall be deemed reduced only to the extent necessary to permit enforcement of the restrictive
covenants
8.7 Executive
Acknowledgements. The Executive acknowledges and agrees that the provisions contained in this Article 8 are for the protection
of the Company’s Confidential Business Information and Trade Secrets and are no broader than necessary to protect the Company’s
legitimate interests in protecting such Confidential Business Information and Trade Secrets.
8.8 Notice. The
Executive agrees that Executive received adequate notice of the covenants contained in this Article 8 and their terms in
keeping with applicable law.
Article 9
General Provisions
9.1 Final
Agreement; Non-Duplication of Benefits. This Agreement together with all exhibits hereto is intended to be the final, complete and
exclusive agreement between the parties relating to the employment of the Executive by the Company and, effective as of the Effective
Date, supersedes all prior or contemporaneous understandings, employment agreements, representations and statements, both oral or written,
relating to the subject matter hereof, including the Executive’s right to participate in the Change in Control Severance Plan.
For the avoidance of doubt, following the Effective Date, the Executive shall cease to be eligible to receive benefits under the Change
in Control Severance Plan and the Executive’s Participation Agreement thereunder, dated November 29, 2022, shall be null and
void as of the Effective Date. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same
is in writing and signed by the party against which the enforcement thereof is or may be sought.
9.2 No
Waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed
or construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition
or provision at the same time or at any prior or subsequent time.
9.3 Rights
Cumulative. The rights under this Agreement, or by law or equity, shall be cumulative and may be exercised at any time and from time
to time. No failure by any party to exercise, and no delay in exercising, any rights shall be construed or deemed to be a waiver thereof,
nor shall any single or partial exercise by any party preclude any other or future exercise thereof or the exercise of any other right.
9.4 Notice.
Except as otherwise provided in this Agreement, any notice, approval, consent, waiver or other communication required or permitted to
be given or to be served upon any person in connection with this Agreement shall be in writing. Such notice shall be personally served
or sent prepaid by either registered or certified mail with return receipt requested or national overnight delivery service, and shall
be deemed given (i) if personally served or by national overnight delivery service, when delivered to the person to whom such notice
is addressed, or (ii) if given by mail, two (2) business days following deposit in the United States mail. Such notices shall
be addressed to the party to whom such notice is to be given at the party’s address set forth below or as such party shall otherwise
direct.
If to the Company:
Gevo, Inc.
345 Inverness Drive South
Bldg. C, Suite 310
Englewood, CO 80112
Attn: Vice President and Corporate Secretary
If to the Executive:
Paul Bloom
[***]
[***]
Or the last known address as set forth in the Company’s
records for the Executive.
9.5 Assignments.
This Agreement is binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives. Except
as otherwise provided herein, neither of the parties hereto may make any assignment of this Agreement, or any interest herein, without
the prior written consent of the other party, except that, without such consent, this Agreement shall be assigned to any corporation
or entity which shall succeed to the business presently being operated by Company, by operation of law or otherwise, including by dissolution,
merger, consolidation, transfer of assets, or otherwise.
9.6 Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws thereof.
9.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one instrument. The parties agree that facsimile copies of signatures shall be deemed originals for all purposes hereof and that a party
may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding
brought hereunder.
9.8 Severability.
The provisions of this Agreement are agreed to be severable, and if any provision, or application thereof, is held invalid or unenforceable,
then such holding shall not affect any other provision or application.
9.9 Construction.
As used herein, and as the circumstances require, the plural term shall include the singular, the singular shall include the plural,
the neuter term shall include the masculine and feminine genders, the masculine term shall include the neuter and the female genders
and the feminine term shall include the neuter and the masculine genders.
9.10 Arbitration.
Except as otherwise provided in Article 8 hereof, any controversy or claim arising out of, or related to, this Agreement,
or the breach thereof, shall be settled by binding arbitration in Denver, Colorado, in accordance with the employment arbitration rules then
in effect of the American Arbitration Association including the right to discovery, and the arbitrator’s decision shall be binding
and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party hereto shall pay
its or their own expenses incident to the negotiation, preparation and resolution of any controversy or claim arising out of, or related
to, this Agreement, or the breach thereof; provided, however, the Company shall pay and be solely responsible for any attorneys’
fees and expenses and court or arbitration costs incurred by the Executive as a result of a claim brought by either the Executive or
the Company alleging that the other party breached or otherwise failed to perform this Agreement or any provision hereof to be performed
by the other party if the Executive prevails in the contest in whole or in part.
9.11 Code
Section 409A Compliance. The provisions of this Section 9.11 apply to each payment or benefit under this Agreement that
is considered deferred compensation that is subject to (and not exempt from) the provisions of Internal Revenue Code Section 409A
(“Section 409A”) (such payments or benefits, the “409A Payments”). Each 409A Payment under
this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for a 409A Payment upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of
this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee”
(within the meaning of Section 409A) on the date of the Executive’s separation from service, then any 409A Payments that otherwise
would be payable under this Agreement within the first six (6) months following the Executive’s separation from service (the
“409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth
(6th) month period following the Executive’s separation from service, or Executive’s death, if sooner. After the
409A Suspension Period, the Executive will receive any remaining 409A Payments due pursuant to this Agreement in accordance with its
terms (as if there had not been any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release
by the Executive, if the Release consideration period spans two (2) calendar years, then such 409A Payments shall be paid in the
second (2nd) calendar year regardless of the time the Executive returns such Release. Whenever a payment under this Agreement
specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive
reasonably requests to avoid the imposition of taxes or penalties under Section 409A provided that such changes do not provide
the Executive with additional benefits (other than de minimis benefits) under this Agreement.
9.12 Survival.
The provisions of Articles 5, 6, 7, 8 and 9 shall survive any termination of the Executive’s employment with the Company.
9.13 No
Mitigation or Offset. The Executive shall not have any duty to seek other employment or to reduce any amounts or benefits payable
to him under Article 6, and no such amounts or benefits shall be reduced, on account of any compensation received by the
Executive from any other employment or source. The Company shall have the right to offset any amount owed by the Executive to it against
payments due to the Executive under Article 6 other than to the extent prohibited by law or to the extent such offset would
result in a violation of Section 409A.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
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By: |
/s/
Pat Gruber |
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Name: |
Pat Gruber |
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Title: |
Chief Executive Officer |
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EXECUTIVE |
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/s/ Paul Bloom |
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Paul Bloom |
[Employment Agreement Signature Page]
EXHIBIT A
INVENTIONS ASSIGNMENT, CONFIDENTIALITY,
AND NON-DISCLOSURE AGREEMENT
This INVENTIONS ASSIGNMENT, CONFIDENTIALITY,
AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2024 (the “Effective
Date”) by and between Gevo, Inc. (the “Company”) and Paul Bloom (the “Employee”) (collectively, the
“Parties”).
RECITALS
The Employee is presently
employed by the Company;
The Company wishes to continue
to employ the Employee, and the Employee wishes to continue to be employed by the Company, to perform services as separately agreed between
the Employee and the Company;
In connection with the Employee’s
employment with the Company, the Employee will have access to valuable trade secrets, proprietary data, and other confidential information
concerning the Company; and
The Employee acknowledges
that in order to protect the legitimate business interests of the Company, it is reasonable and necessary that the Employee enter into
the following covenants regarding the Employee’s treatment of certain Confidential Business Information and Trade Secrets during
and after Employee’s employment with the Company.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration,
including but not limited to the continued employment of the Employee, the sufficiency of which is expressly acknowledged by both the
Employee and the Company, the Parties agree as follows:
| 1. | Recitals.
The statements above are true and correct and considered to be a part of this Agreement. |
| 2. | Ownership
of Inventions. |
| (a) | Inventions. For purposes of this
Section, “Inventions” means discoveries, developments, concepts, designs, ideas,
know how, improvements, inventions, trade secrets and/or original works of authorship, whether
or not patentable, copyrightable or otherwise legally protectable. Employee understands this
includes, but is not limited to, any new product, machine, article of manufacture, biological
material, method, procedure, process, technique, use, equipment, device, apparatus, system,
compound, formulation, composition of matter, design or configuration of any kind, or any
improvement thereon. Employee understands that “Company Inventions” means any
and all Inventions that Employee may or has solely or jointly author(ed), discover(ed), develop(ed),
conceive(d), or reduce(d) to practice during the period of the Relationship. |
| (b) | Assignment of Company Inventions.
Employee agrees that Employee has or will promptly make full written disclosure to the Company,
will hold in trust for the sole right and benefit of the Company, and hereby assign to the
Company, or its designee, all of Employee’s right, title, and interest throughout the
world in and to any and all Company Inventions and all patent, copyright, trademark, trade
secret, and other intellectual property rights therein. Employee further acknowledges that
all Company Inventions that are made by Employee (solely or jointly with others) within the
scope of and during the period of the Relationship are “works made for hire”
(to the greatest extent permitted by applicable law) and are compensated by Employee’s
salary. Employee hereby waives and irrevocably quitclaims to the Company or its designee
any and all claims, of any nature whatsoever, that Employee now has or may hereafter have
for infringement of any and all Company Inventions. Any assignment of Company Inventions
includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal,
and any other rights throughout the world that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like
(collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned
under applicable law, Employee hereby waives and agrees not to enforce any and all Moral
Rights, including, without limitation, any limitation on subsequent modification, to the
extent permitted under applicable law. |
| (c) | Use or Incorporation of Inventions.
If, in the course of the Relationship, Employee uses or incorporates into a product, service,
process, or machine any Invention in which Employee has an interest, Employee will promptly
so inform the Company in writing. Whether or not Employee gives such notice, Employee hereby
irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable,
perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit
such Invention and to make, have made, copy, modify, make derivative works of, use, sell,
import, and otherwise distribute such Invention under all applicable intellectual property
laws without restriction of any kind. To the extent that any third parties have rights in
any Invention in which Employee has an interest, Employee hereby represents and warrants
that such third party or parties has/have validly and irrevocably granted to Employee the
right to grant the foregoing license. |
| (d) | Patent and Copyright Rights.
Employee agrees to assist the Company, or its designee, at its expense, in every proper way
to secure the Company’s, or its designee’s, rights in the Company Inventions
and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual
property rights relating thereto in any and all countries, including the disclosure to the
Company or its designee of all pertinent information and data with respect thereto, the execution
of all applications, specifications, oaths, assignments, recordations, and all other instruments
which the Company or its designee shall deem necessary in order to apply for, obtain, maintain
and transfer such rights, or if not transferable, waive and agree never to assert such rights,
and in order to assign and convey to the Company or its designee, and any successors, assigns,
and nominees the sole and exclusive right, title, and interest in and to such Company Inventions,
and any copyrights, patents, mask work rights, or other intellectual property rights relating
thereto. Employee further agrees that Employee’s obligation to execute or cause to
be executed, when it is in Employee’s power to do so, any such instrument or papers
shall continue during and at all times after the end of the Relationship and until the expiration
of the last such intellectual property right to expire in any country of the world. Employee
hereby irrevocably designates and appoints the Company and its duly authorized officers and
agents as Employee’s agent and attorney-in-fact, to act for and in Employee’s
behalf and stead to execute and file any such instruments and papers and to do all other
lawfully permitted acts to further the application for, prosecution, issuance, maintenance,
or transfer of letters patent, copyright, mask work, and other registrations related to such
Company Inventions. This power of attorney is coupled with an interest and shall not be affected
by Employee’s subsequent incapacity. |
| 3. | Employee
Covenants and Obligations. |
| (a) | Preliminary Statement. The Employee
expressly acknowledges and agrees that throughout the Employee’s employment with the
Company, the Employee has received and will receive extensive information regarding the nature
of the Company’s business, including but not limited to financial information regarding
the Company and other Confidential Business Information and Trade Secrets, both of which
are defined herein, and education from the Company that will confer to the Employee specialized
skills, knowledge, and expertise in areas of business in which the Company is involved. The
Employee further recognizes and agrees that the Company’s success is inextricably linked
to the dedication and loyalty of its employees and agents and that in order to ensure that
the Company continues to grow and succeed, the Company must protect the core aspects of its
business, including but not limited to its Confidential Business Information and Trade Secrets;
substantial relationships with customers; and customer goodwill associated with the Company’s
intellectual property, Confidential Business Information, and Trade Secrets. The Employee
hereby expressly acknowledges the validity of the following covenants and that such covenants
are reasonably necessary for the Company to protect its business interests, including but
not limited to those cited above. |
| (b) | Confidentiality. The Employee
understands and agrees that the Company’s Confidential Business Information and Trade
Secrets, as defined herein, are valuable, special, and unique assets of the Company which
are entitled to protection under the provisions of this Section. |
| (1) | Definitions. For purposes of
this Agreement, the following definitions apply: |
(i) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever that
are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result of the
Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat
as confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date. Examples of Confidential Information
include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies,
reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput
screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors,
chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA,
gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens,
hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering
strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information regarding
the Company’s current and/or developing technology; information regarding past or current customers, prospective customers, clients,
and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or
other financial information about the Company; employee records and data (including but not limited to records and data relating to the
Company’s executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of
the foregoing types of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic,
written, oral or visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance
of doubt, Confidential Business Information does not include information that arises from the Executive’s general training, knowledge,
skill, or experience (whether gained on the job or otherwise); information that is readily ascertainable to the public; or information
that the Executive otherwise has a right to disclose as legally protected conduct.
(ii) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being
readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject
of efforts by the Company to maintain its secrecy that are reasonable under the circumstances.
| (2) | Covenant of Preservation of Confidentiality.
The Employee recognizes that during the Employee’s employment with the Company, he
or she has had and will have access to certain Confidential Business Information and Trade
Secrets of the Company and its affiliates. Throughout the Employee’s employment with
the Company, the Employee agrees to protect the Confidential Business Information and Trade
Secrets of the Company and its affiliates from unauthorized use or disclosure and to take
all reasonable steps to ensure the secrecy and confidentiality of all Confidential Business
Information and Trade Secrets. |
| (3) | Covenants
of Proper Use and Non-Disclosure. The Employee agrees that during the Employee’s
employment with the Company and following termination of the Employee’s employment
with the Company for any reason, regardless of whether the Employee’s employment comes
to an end voluntarily or involuntarily, the Employee will: |
(i) Not
make any use whatsoever, except on behalf of the Company and in the course of the Employee’s regular duties to the Company, of
Confidential Business Information or Trade Secrets without the prior written consent of the Company expressly waiving the Employee’s
obligations as provided herein;
(ii) Not
disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, whether performing services
for the Company or otherwise, and not reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible
or otherwise;
(iii) Keep
all Confidential Business Information and Trade Secrets strictly secret and confidential;
(iv) Take
all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, disclosure of, or loss or destruction
of any Confidential Business Information or Trade Secrets provided to the Employee;
(v) Promptly
return to the Company upon request any Confidential Business Information or Trade Secrets then in tangible form; and
(vi) Not
take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
| (4) | Defend Trade Secrets Act Notice.
The Employee understands that, notwithstanding the nondisclosure obligations in this Section,
pursuant to 18 U.S.C. § 1833(b), the Employee will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret that
is made: (i) in confidence to a federal, state, or local government official or to an
attorney, either directly or indirectly, and solely for the purpose of reporting or investigating
a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. |
| (5) | Exceptions. Notwithstanding anything
herein to the contrary, this Agreement does not prevent the Employee from (i) filing
a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”),
the National Labor Relations Board (“NLRB”), or any state or local fair employment
agency; (ii) cooperating with the EEOC, the NLRB, or any federal, state, or local fair
employment agency; (iii) reporting a possible violation of federal, state, or local
law or regulation to any governmental or law enforcement agency or entity; or (iv) making
other disclosures that are required by law or protected under any whistleblower provision
of federal, state, or local law or regulation. The Employee shall not be treated as in violation
of this Agreement if the Employee discloses Confidential Information for purposes of the
foregoing. |
| (c) | Use
of Name. The Employee agrees that the Employee will not, directly or indirectly, use
any name which is similar to any corporate name of or any trade name, service mark, trademark,
logo, or insignia used by the Company or any of its affiliates, other than in the performance
of the Employee’s duties to the Company. Following termination of the Employee’s
employment with the Company for any reason, regardless of whether Employee’s employment
comes to an end voluntarily or involuntarily, the Employee shall not represent himself or
herself as being in any way connected with the business of the Company or any of its affiliates,
except to the extent as may be separately agreed upon between the Parties in writing. |
| (d) | Reasonableness of Restrictions.
The Employee has carefully read and considered the covenants contained in this Section and
agrees that the restrictions set forth herein are fair and reasonable and are reasonably
required for the protection of the legitimate business interests of the Company and its officers,
directors, and other employees. It is the belief of the Parties, therefore, that the best
protection that can be given to the Company that does not in any way infringe upon the rights
of the Employee to engage in any unrelated businesses is to provide for the covenants contained
herein. |
| (e) | Modification of Restrictions in Favor
of Enforceability. In the event that any of the covenants described in this Section shall
be held unenforceable by any court of competent jurisdiction, the Parties agree that it is
their desire that such court shall substitute a reasonable judicially enforceable limitation
in place of any limitation deemed unenforceable and that as so modified, the covenant shall
be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial
proceeding, the court refuses to enforce any of the covenants contained in this Section because
they are more extensive than necessary to protect the legitimate business interests of the
Company, it is expressly understood and agreed between the Parties that for purposes of such
proceeding, the restriction thereof shall be deemed reduced only to the extent necessary
to permit enforcement of the covenants. |
| (f) | Injunctive Relief. The Parties
agree that it is impossible to measure in monetary damages the harm that will accrue to the
Company or its affiliates in the event that the Employee breaches any of the covenants contained
in this Section. In the event that the Employee breaches, or threatens to breach, any of
the aforementioned covenants, the Company or any of its affiliates shall be entitled to an
injunction restraining the Employee from violating such covenant (without posting any bond).
If the Company or any of its affiliates shall institute any action or proceeding to enforce
any such covenant, the Employee hereby waives the claim or defense that the Company or any
of its affiliates has an adequate remedy at law and agrees not to assert in any such action
or proceeding the claim or defense that the Company or any of its affiliates has an adequate
remedy at law. The foregoing shall not prejudice the Company’s or any of its affiliates’
right to require the Employee to account for and pay over to the Company or any of its affiliates,
and the Employee hereby agrees to account for and pay over, the compensation, profits, monies,
accruals, or other benefits derived or received by the Employee as a result of any transaction
constituting a breach of any of the covenants. |
| (g) | Severability. The provisions
of this Section are severable and if any one or more provisions should be determined
by a court of competent jurisdiction to be invalid or otherwise unenforceable, in whole or
in part, the remaining provisions (and any partially unenforceable provision to the extent
enforceable in any jurisdiction) shall, nevertheless, be binding and enforceable. |
| (h) | Survival. The covenants contained
in this Section shall survive the termination, for any reason, of the Employee’s
employment with the Company. |
| (i) | Notice. The Employee
agrees that Employee received adequate notice of the covenants contained in Section 3
and their terms in keeping with applicable law. |
| 4. | Attorneys’
Fees and Costs. In the event any litigation, arbitration,
or similar proceeding (any such action or proceeding, “Litigation”)
is commenced or defended by any Party to this Agreement claiming in such litigation a breach
of this Agreement by the other Party to this Agreement, and in the event such commencing
or defending Party is successful on the merits of such claim or defense and substantially
prevails in litigation, the other Party shall pay to the prevailing Party all costs and expenses,
including but not limited to, reasonable attorneys’
fees, paralegal fees, court costs, and cost of experts and investigation, whether
incurred at or in preparation for trial, upon appeal, or during investigation, of such prevailing
party in prosecuting such claim or establishing such defense. |
| 5. | Governing
Law and Venue. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Colorado without regard to its conflicts of laws procedures.
Any claim, controversy, or dispute arising
out of or relating to this agreement shall be brought in the courts in Denver, Colorado.
Each Party to this Agreement submits to the personal jurisdiction of, and venue in, any such
court, and waives any objection to such jurisdiction or venue. |
| 6. | Effect
on Prior Agreements. The Employee agrees and understands that this Agreement
does not supersede any provision on confidentiality or any other covenants contained in any
agreement to which the Employee has entered into or is otherwise subject to as an employee
of the Company (except to the extent that any such prior provision conflicts with the terms
of this Agreement, in which situation the terms of this Agreement shall govern), nor does
this Agreement reduce employee’s obligations
to comply with applicable laws relating to trade secrets, confidential information,
or unfair competition. |
| 7. | WAIVER
OF JURY TRIAL. As a material inducement for this Agreement, each Party knowingly,
voluntarily, irrevocably, and unconditionally waives, to the fullest extent permitted by
applicable law, any right either may have to a trial by jury in any legal action, proceeding,
cause of action, or counterclaim arising out of or relating to this Agreement. |
| 8. | Assignment.
This Agreement shall inure to the benefit of, and may be enforced by, the successors
or assigns of the Company. This Agreement is based on the personal services of the Employee,
and the rights and obligations of the Employee contained in this Agreement shall not be assignable
by the Employee to any other person. |
| 9. | Amendments;
Waiver. Any amendment to or modification of this Agreement, and any waiver
of any provision of this Agreement, shall be in writing and shall require the prior written
approval of the Parties as evidenced by the manual signature of the Employee and an authorized
representative of the Company. Any waiver by the Company of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent breach of
this Agreement. |
| 10. | Severability.
If any one or more provisions of this Agreement shall be held invalid or unenforceable,
the validity or enforceability of all other provisions of this Agreement shall not be affected
by the invalid or unenforceable provision(s). In the event a court of competent jurisdiction
determines by final judgment that the scope, time period, or geographical limitations specifically
set forth in this agreement are too broad to be capable of enforcement, said court is authorized
by the parties hereto to modify and enforce such provisions as to scope, time,
and geographical area as the court deems reasonable and equitable. |
| 11. | Counterparts.
This Agreement may be executed and accepted in one or more counterparts (i.e.,
the employee and the company may sign separate, identical signature pages) for the convenience
of the parties. Each separate counterpart signature page to this Agreement will be deemed
an original and all such counterpart signature pages, taken together, shall constitute one
and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof
via facsimile transmission or by electronic mail transmission, including but not limited
to an adobe file format document (also known as a pdf file), shall be as effective as delivery
of a manually executed counterpart hereof. |
| 12. | Advice
of Counsel and No Construal Against Drafter. The Employee acknowledges that,
in executing this Agreement, the Employee has had the opportunity to seek the advice of independent
legal counsel and that the Employee has read and understands all of the terms and provisions
of this Agreement. This Agreement shall not be construed against any Party by reason of the
drafting of preparation of this Agreement. |
| 13. | Captions.
The captions of the sections of this Agreement are for convenience of reference only
and in no way define, limit, or affect the scope or substance of any section of this agreement. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
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GEVO, INC. |
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By: |
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Name: |
Pat Gruber |
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Title: |
Chief Executive Officer |
Exhibit 10.4
Employment
Agreement
Effective August 12, 2024
This Employment Agreement
(this “Agreement”), by and between Gevo, Inc., a Delaware corporation (the “Company”), and
Kimberly Bowron (the “Executive”), is hereby entered into as of August 12, 2024 (the “Effective Date”).
Recitals
WHEREAS, the Executive is
employed by the Company as its Chief People Officer;
WHEREAS,
the Board of Directors of the Company (the “Board”) and the Executive desire to enter into this Agreement as of the
Effective Date pursuant to the terms hereof to assure the Company of the Executive’s continued employment in an executive capacity,
to provide for an orderly transition of the Executive’s duties in the event of the Executive’s
eventual retirement, and to compensate her therefor;
WHEREAS, the Board considers
the establishment and maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company
and its stockholders; and
WHEREAS, the Board has determined
that appropriate steps should be taken to retain the Executive and to reinforce and encourage the Executive’s continued attention
and dedication to her assigned duties and the Company desires to retain the services of the Executive, and the Executive desires to be
employed by the Company pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:
Article 1
Term of Employment
1.1 Term
of Employment. The “Term” of employment for purposes of this Agreement shall mean the period commencing on the
Effective Date and ending on the Termination Date, as defined in Section 6.7.
Article 2
Position and Duties
2.1 Position
and Duties. The Company shall employ the Executive as its Chief People Officer. During the Term, the Executive shall report to the
Company’s Chief Executive Officer and shall (a) perform such duties as are from time to time assigned by the Chief Executive
Officer or the Board that are consistent with Executive’s position, (b) be a full-time employee devoting the Executive’s
attention and energies to the business of the Company; (c) use the Executive’s best efforts to promote the interests of the
Company; and (d) act in accordance with the policies and directives of the Company.
2.2 Restrictions.
The Executive covenants and agrees that, during the Term, the Executive shall not engage in any employment, business or activity that
is in any way competitive with the business or proposed business of the Company, whether for compensation or otherwise, without the prior
consent of the Chief Executive Officer. However, the Executive may, without the prior consent of the Chief Executive Officer, (a) participate
in charitable, community or professional activities, provided that such activities do not materially interfere with the services
required under this Agreement and (b) make passive personal investments or conduct personal business, financial or legal affairs
or other personal matters if those activities do not materially interfere with the services required under this Agreement.
Article 3
Compensation
3.1 Base
Salary. As compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company hereby agrees to
pay the Executive a gross annual base salary (the “Base Salary”) of Three Hundred and Thirty-Three Thousand, Three
Hundred Dollars (U.S. $333,300.00) during the Term, which amount shall be reviewed by the Compensation Committee of the Board (the “Compensation
Committee”) at least annually and may be increased (but not reduced) as the Compensation Committee deems appropriate. The Base
Salary shall be paid in accordance with the normal payroll practices of the Company.
3.2 Bonus.
For each fiscal year during the Term, the Executive shall be eligible to participate in an annual bonus plan approved by the Compensation
Committee with a target bonus of 65% of Base Salary (the “Target Bonus”), provided that the actual bonus received
by the Executive with respect to any fiscal year may be more or less than the Target Bonus depending on the Company’s and the Executive’s
level of attainment of certain business goals established by the Compensation Committee (such actual amount paid, the “Bonus”).
Any Bonus shall be paid as promptly as practicable following the end of the fiscal year to which it relates, but not later than March 15th
of the year immediately following the end of such fiscal year.
3.3 Stock
Awards and Related Equity Incentive Plans. During each calendar year of the Term, the Company may grant the Executive stock awards
for shares of the Company’s common stock, which such awards may consist of restricted stock, stock options, and/or other equity-related
awards, in such amounts and on such terms (including performance-based terms) as the Board or the Compensation Committee, in its sole
discretion, deems appropriate.
Article 4
Employee Benefits; Business Expenses
4.1 Employee
Benefits.
(a) Benefits.
During the Term, the Executive shall be entitled to participate in all employee benefit plans and executive perquisite programs maintained
by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), on a basis which is no less
favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the
terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any
time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
(b) Vacation.
The Executive shall be entitled to the number of paid vacation days in each calendar year determined by the Board from time to time
for its senior executive officers (prorated in any calendar year during which the Executive is employed by the Company for less than the
entire calendar year in accordance with the number of days in such calendar year during which she is so employed). The Executive shall
also be entitled to all paid holidays given by the Company to its senior executive officers.
4.2 Business
Expenses.
(a) Expenses.
The Company shall pay or reimburse the Executive for all reasonable and authorized business expenses incurred by the Executive during
the Term; such payment or reimbursement shall not be unreasonably withheld so long as said business expenses have been incurred for and
promote the business of the Company and are normally and customarily incurred by employees in comparable positions at other comparable
businesses in the same or similar market. Notwithstanding the foregoing, the Company shall not pay or reimburse the Executive for the
costs of any membership fees or dues for private clubs, civic organizations, and similar organizations or entities, unless such organizations
and the fees and costs associated therewith have first been approved in writing by the Board, in its sole discretion.
(b) Travel
Costs. Subject to the provisions of Section 4.2, the Company shall reimburse the Executive for expenses incurred with
business-related travel.
(c) Records.
As a condition to reimbursement under Section 4.2, the Executive shall furnish to the Company adequate records and other
documentary evidence required by federal and state statutes and regulations for the substantiation of each expenditure. The Executive
acknowledges and agrees that failure to furnish the required documentation may result in the Company denying all or part of the expense
for which reimbursement is sought.
(d) Time
Requirements. Executive understands that no reimbursements will be provided under this Section 4.2, unless Executive submits
a request for reimbursement in accordance with this Section 4.2 within six (6) months after incurring the expense and
that any reimbursable expense will be reimbursed not later than six (6) months after submission.
Article 5
Change In Control
5.1 Acceleration
of Equity Awards Upon a Termination Following a Change in Control. If there is a Change in Control during the Term, and the Executive’s
employment is terminated at anytime upon or after the closing of such Change in Control for any reason other than a termination by the
Company for Cause then, effective upon the Termination Date (as defined below), the Company shall vest all of the Executive’s unvested
stock options and other equity awards (if any) outstanding on such date, regardless of when such options or equity awards were granted.
5.2 Definition
of Change in Control. For purposes of this Agreement “Change in Control” shall have the same meaning as in the
Company’s Amended and Restated 2010 Stock Incentive Plan, or any successor plan, as such plan may be amended from time to time.
Article 6
Termination of Employment
6.1 Termination
by the Company for Cause.
(a) The
Company may, during the Term, upon written notice to the Executive, terminate the Executive’s employment under this Agreement and
discharge the Executive for Cause (as defined in Section 6.1(b)) and, in such event, except as set forth in Section 6.1,
neither party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive (i) any Base Salary earned
through the Termination Date but not yet paid, (ii) any Bonus earned but not yet paid with respect to any year prior to the year
in which the Termination Date occurs, (iii) if applicable, payout of any accrued but unpaid vacation in accordance with Company policy,
and (iv) reimbursement for any business expenses properly incurred before the Termination Date in accordance with Section 4.2
(such amounts, the “Accrued Amounts”). Any equity awards held by the Executive
shall be governed by the terms and conditions of the relevant plan and grant documents.
(b) As
used herein, the term “Cause” shall refer to the termination of the Executive’s employment as a result of any
one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Executive for any felony; (ii) any
willful misconduct of the Executive which has a materially injurious effect on the business or reputation of the Company; (iii) the
dishonesty of the Executive which has a materially injurious effect on the business or reputation of the Company; (iv) a material
failure to consistently discharge her duties under this Agreement other than such failure resulting from her Disability (as defined in
Section 6.3(b)); or (v) Executive’s material breach of this Agreement or any written policy of the Company. For
purposes of this Section 6.1, no act or failure to act, on the part of the Executive, shall be considered “willful”
if it is done, or omitted to be done, by the Executive in good faith or with reasonable belief that her action or omission was in the
best interest of the Company. The Executive shall have the opportunity to cure any such acts or omissions under clause (iv) above
within thirty (30) days of notice.
6.2 Termination
by the Company Without Cause or by the Executive for Good Reason.
(a) The
Company shall have the right, in its sole discretion, to terminate the Executive’s employment under this Agreement at any time for
any reason other than Cause, or no reason at all (any such termination, a termination “Without Cause”), upon not less
than thirty (30) days prior written notice to the Executive, and the Executive may, by written notice to the Board, terminate her employment
under this Agreement (and she hereby has such right) by reason of any act, decision or omission by the Company or the Board that, without
the Executive’s prior written consent: (i) materially diminishes the Executive’s Base Salary; (ii) materially diminishes
the Executive’s authority, duties, or responsibilities, including requiring the Executive to report to an officer other than the
Chief Executive Officer; (iii) relocates the Executive’s principal place of employment to a location that increases the Executive’s
one-way commute to work by at least fifty (50) miles based on the Executive’s primary residence immediately prior to the time such
relocation is announced; or (iv) constitutes a material breach of this Agreement (each a “Good Reason”). The Executive
must give the Company written notice of the condition that gives rise to the Good Reason within ninety (90) days of the initial occurrence
of the condition, in which event the Company shall have thirty (30) days to remedy the condition, and after which the Executive may resign
for Good Reason within ninety (90) days after the Company fails to reasonably remedy the condition by providing a second notice to the
Company of such actual resignation.
(b) In
the event the Company or the Executive shall exercise the termination right granted pursuant to Section 6.2(a), then except
as set forth in this Section 6.2(b), neither party shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to
the Executive (i) the Accrued Amounts, (ii) if applicable, the “Severance Benefit” described in (c) below,
and (iii) the Non-Compete Payment described in Section 8.2. Such amounts shall be paid in a single lump sum seventy-five
(75) days after the Executive terminates employment, provided, however, that the Severance Benefit due, if any, is contingent
on the Executive having executed a general release of claims in favor of the Company and in a form provided by the Company (the “Release”)
within sixty (60) days following Executive’s termination of employment and not thereafter revoking such Release, and the Non-Compete
Payment shall be subject to the terms and conditions of Section 8.2. In addition, subject to the Executive’s execution
and non-revocation of the Release, for a period of eighteen (18) months following the Termination Date, the Executive and her eligible
dependents shall continue to be covered, at the expense of the Company, by the same or equivalent medical coverage in which she
(and her dependents, as applicable) was enrolled immediately prior to the Termination Date (excluding any flexible spending account) and
such coverage shall run concurrent with any rights to COBRA continuation coverage to which the Executive (and her eligible dependents)
may otherwise be entitled; provided, however, that if doing so would result in adverse tax consequences (e.g., under
Internal Revenue Code Section 105(h)), the Company shall instead pay the Executive an amount equal to one (1) month of COBRA
continuation premiums with respect to each such group health plan on the first day of each of the first eighteen (18) months following
the Termination Date. The Executive acknowledges that, to the extent the provision of the medical coverage pursuant to the foregoing results
in taxable compensation to the Executive, the Executive shall pay the Company the amount of any withholding taxes due thereon if and to
the extent that such withholding taxes may not be taken from other cash compensation owed to the Executive by the Company.
(c) The
“Severance Benefit” shall be equal to:
(i) if
the Executive’s Termination Date is within thirty (30) days prior to or twelve (12) months following a Change in Control (the “Change
in Control Termination Period”), an amount equal to twelve (12) months of the Executive’s Base Salary (determined as of
the Termination Date, but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable) plus the Executive’s Target
Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination Date occurs has
not yet been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination Date); or
(ii) if
the Executive’s Termination Date occurs outside the Change in Control Termination Period, an amount equal to six (6) months
of the Executive’s Base Salary (determined as of the Termination Date but ignoring any decrease in Base Salary giving rise to Good
Reason, if applicable).
6.3 Termination
of Employment Upon Death or Disability.
(a) Death.
The Executive’s employment hereunder shall terminate automatically upon her death during the Term. Upon such termination, neither
the Company nor the Executive’s estate or beneficiaries shall have any rights or obligations under Article 1, Article 2,
Article 3, Article 4 or Article 5; provided, however, that the Company shall pay to
such person as the Executive shall have designated in a notice filed with the Company, or,
if no such person shall be designated, to the Executive’s estate, the Accrued Amounts and the Company shall pay to her estate
as a death benefit, a lump sum amount, in cash, within seventy (75) days after the Termination Date, equal to six (6) months of the
Executive’s Base Salary at the rate in effect on the Termination Date. This amount shall be exclusive of and in addition to any
payments the Executive’s surviving spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee
benefit plan or life insurance policy maintained by the Company. Any equity awards held by the Executive shall be governed by the terms
and conditions of the relevant plan and grant documents.
(b) Disability.
If the Company determines in good faith that the Disability of the Executive has occurred during the Term, subject to applicable laws,
it may give written notice to the Executive of its intention to terminate her employment. In such event, the Executive’s employment
with the Company shall terminate effective on, and the Termination Date shall be, the thirtieth (30th) day after receipt of
such notice by the Executive, provided that, within the thirty (30) days after such receipt, the Executive shall not have returned
to full-time performance of her duties. During any period that the Executive fails to perform her duties hereunder as a result of the
Disability, the Executive shall continue to receive any compensation that he is entitled to under this Agreement until the Executive’s
employment is terminated pursuant to this Section 6.3(b). Upon any such termination neither party shall have any rights or
obligations under Article 1, Article 2, Article 3, Article 4, or Article 5;
provided, however, that the Company shall pay the Executive (i) the Accrued Amounts plus (ii) an amount equal
to six (6) months of the Executive’s Base Salary at the rate in effect as of the Termination Date. Such six (6) months
of Base Salary shall be paid in a single lump sum seventy (75) days after the Termination Date, provided, however, that
this payment is contingent on the Executive having executed a Release within sixty (60) days following Executive’s termination of
employment and not thereafter revoking such Release (except that this condition shall be waived if Executive lacks capacity to enter into
a legal contract as a result of such Disability). For purposes of this Agreement, “Disability” shall mean the inability
of the Executive to perform her duties to the Company on account of physical or mental illness or incapacity for a period of one hundred
and twenty (120) consecutive calendar days, or for a period of one hundred and eighty (180) calendar days, whether or not consecutive,
during any three hundred sixty-five (365) day period. Any equity awards held by the Executive shall be governed by the terms and conditions
of the relevant plan and grant documents.
6.4 Retirement
by the Executive.
(a) During
the Term, the Executive shall have the right to retire from her employment with the Company following the Executive’s 65th
birthday, provided that the Executive (i) provides at least six (6) months advance written notice to the Company of the
Executive’s intent to retire, (ii) remains employed through the date her successor assumes her role (for the avoidance of doubt,
even if such date is more than 6 months after the Executive provides notice to the Company of her intent to retire), (iii) properly
transitions her duties to her successor, as reasonably determined by the Board in its discretion, and (iv) remains available to provide
reasonable consulting services to the Company from time to time for six months following the Termination Date, as requested by the Board
(termination of employment meeting all of the foregoing requirements set forth in (i)-(iv), a “Retirement”). The Board
may waive any or all of the foregoing requirements, in whole or in part. Further, the Board may require the Executive to enter into a
separate consulting agreement with respect to the obligations described in clause (iv) above at the time of the Executive’s
termination as a condition of Retirement.
(b) If
the Executive’s employment terminates due to Retirement, then neither party shall have any rights or obligations under Article 1,
Article 2, Article 3, Article 4 or Article 5, provided that, conditioned upon the
Executive signing and not revoking a Release (i) the Executive shall be entitled to receive all the benefits that the Executive would
have received if the Executive terminated her employment for Good Reason, as described in Section 6.2(b).
6.5 Termination
by the Executive Without Good Reason Other than Retirement. Anything in this Agreement to the contrary notwithstanding, during the
Term the Executive shall have the right, in her sole discretion, to terminate her employment under this Agreement without Good Reason
and other than due to a Retirement upon not less than thirty (30) days prior written notice to the Company and, in such event, neither
party shall have any rights or obligations under Article 1, Article 2, Article 3, Article 4
or Article 5; provided, however, that the Company shall pay the Executive the Accrued Amounts and, conditioned
upon the Executive signing and not revoking a Release, the Non-Compete Payment described in Section 8.2.
6.6 Treatment
of Equity Awards. Except as otherwise set forth herein and notwithstanding the terms of any award agreement governing stock
options or any other type of equity award, if the Executive’s employment shall terminate for any reason other than (a) a
termination by the Company for Cause under Section 6.1 or (b) a termination due to death or Disability under Section 6.3,
then, in addition to any payment the Executive is entitled to under Article 6, all of the Executive’s unvested
stock options and other equity awards (if any) outstanding as of immediately prior to the Termination Date shall continue to vest in
accordance with their terms for eighteen (18) months following the Termination Date as though the Executive had remained employed
through such period, provided that such vesting shall immediately cease upon the date that the Company determines the
Executive has breached any of the covenants set forth in Article 8 or upon the Executive’s death, and any awards
that remain unvested as of such date shall be immediately forfeited.
6.7 Date
of Termination. For purposes of this Agreement “Termination Date” shall mean the date the Executive ceases to be
actively employed by the Company.
Article 7
WITHHOLDING; CLAWBACK
7.1 Withholding.
The Company shall have the right to deduct or withhold from any payments made pursuant to this Agreement (a) any required employment,
federal, state, local or foreign taxes, (b) any other amounts it is required to deduct or withhold by law from time to time, and
(c) any and all amounts the Executive agrees it may deduct or withhold.
7.2 Compensation
Clawback. Any amounts payable under this Agreement that constitute incentive compensation are subject to the Company’s Compensation
Recovery Policy or any successor policy established by the Company providing for clawback or recovery in the event of an accounting restatement,
the Executive’s material misconduct, or other events if so required by applicable law. The Company will make any determination for
clawback or recovery in accordance with such policy and any applicable law or regulation.
Article 8
Restrictive Covenants
8.1 Confidential
Information. The Executive agrees to be bound by the terms and conditions of the Inventions Assignment, Confidentiality, and
Non-Disclosure Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”) and the Company’s
Corporate Disclosure Policy, as amended from time to time. The Executive agrees to execute such other documents (including, but not limited
to, new versions of the Confidentiality Agreement) as may be necessary in order to protect the Company’s confidential and proprietary
information. Expiration of this Agreement shall not have any effect on the Confidentiality Agreement, which shall at all times remain
separately and independently enforceable, subject to the terms of this Article 8.
8.2 Non-Competition.
(a) For
the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which is hereby acknowledged, during
the Restricted Period, the Executive will not, on the Executive’s own behalf, or on behalf of any other person or entity, directly
or indirectly, provide services to a Direct Competitor in the Restricted Area in a role where the Executive’s knowledge of the Company’s
Confidential Business Information or Trade Secrets may affect the Executive’s decisions or actions for the Direct Competitor, to
the detriment of the Company.
(b) For
purposes of this Article 8:
(i) “Company”
means Gevo, Inc. and its subsidiaries.
(ii) “Competitive
Product” means products that serve the same function as, or that could be used to replace, products that the Company provides
or offers to its present or potential clients, or products that it is in the process of developing, in each case determined as of the
earlier of the Termination Date or the Misconduct Date.
(iii) “Competitive
Service” means services of the type that the Company provides or offers to its present or potential clients, or services that
the Company is in the process of developing, in each case determined as of the earlier of the Termination Date or the Misconduct Date.
(iv) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever
that are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result
of the Executive's employment with the Company and that are directly or indirectly related to the Company's technology, intellectual property,
products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and all associated
records, (iii) any business information that may be made known to Executive in the course of Executive's employment, including, without
limitation, any such information that the Company has received from others that the Company is obligated to treat as confidential or proprietary,
and (iv) any and all data and business information generated or obtained by or on behalf of Executive that contains, reflects, or
is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or any other form, and whether
disclosed, generated or obtained before or after the Amendment Effective Date. Examples of Confidential Information include, but are not
limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies, reports, specifications,
schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput screening techniques, compounds,
biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors, chaperones, operons, promoters,
plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA, gene sequences, transformed cells,
tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens, hormones, monoclonal antibodies, reagents,
culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools, pathways, methods, laboratory equipment
and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering strategies; information regarding products
sold, distributed or being developed by the Company and any other nonpublic information regarding the Company's current and/or developing
technology; information regarding past or current customers, prospective customers, clients, and/or business contacts; prospective and
executed contracts and subcontracts; sales plans, development plans or any other initiatives, strategies, plans and proposals used by
the Company in the course of its business; present or future business plans, any intellectual property, usernames and passwords for the
Company's various information systems; usernames and passwords for employees of the Company; network infrastructure or network architecture
associated with the Company's information systems; network access logs; HTML code or other code; Internet protocol logs; encryption methods
or algorithms; customer usernames or passwords; all information about the products, techniques, and services provided by the Company,
forecasts and forecast assumptions and volumes, price, and cost objectives; price lists, pricing, and quoting policies and procedures;
profit and loss statements; quarterly revenue statements; bank account statements; vendor contracts; lender contracts; operating statements;
revenue projections, revenue statements, balance sheets, financial statements, or other financial information about the Company; employee
records and data (including but not limited to records and data relating to the Company's executives); marketing strategies and other
matters involving the Company's day-to-day operations;; and any of the foregoing types of information relating to the Company's affiliates,
in each case, in any form or medium (including electronic, written, oral or visual mediums) regardless of whether such is marked or identified
as "confidential". For the avoidance of doubt, Confidential Business Information does not include information that arises from
the Executive's general training, knowledge, skill, or experience (whether gained on the job or otherwise); information that is readily
ascertainable to the public; or information that the Executive otherwise has a right to disclose as legally protected conduct.
(v) “Direct
Competitor” means a person, business or company providing or developing Competitive Products or Competitive Services anywhere
in the Restricted Area.
(vi) “Misconduct
Date” means any date prior to the Termination Date on which the Company alleges that the Executive has breached the covenant
set forth in Section 8.2(a).
(vii) “Restricted
Area” means the United States or in any other country that the Company conducts or conducted business at any time during
the twelve (12)-month period immediately preceding the earlier of the Termination Date or the Misconduct Date.
(viii) “Restricted
Period” means the period beginning on the first day of the Term and ending on the eighteen (18) month anniversary of the Termination
Date.
(ix) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
(c) As
additional consideration for agreeing to the covenant set forth in Section 8.2(a) and the other terms of this Article 8,
the Company agrees to provide the Executive with the following additional benefits:
(i) A
grant of ten thousand (10,000) shares of restricted common stock within thirty (30) days of the Effective Date, which shall be subject
to the terms and conditions of the equity incentive plan and award agreement pursuant to which the award is granted.
(ii) Upon
any termination of the Executive’s employment under Section 6.2, Section 6.4, or Section 6.5, the Company
shall provide the Executive with a payment equal to the sum of (A) eighteen (18) months of Base Salary at the rate in effect as of
the Termination Date (but ignoring any decrease in Base Salary giving rise to Good Reason, if applicable plus (B) one (1)
times the Target Bonus for the year in which the Termination Date occurs (or, if the Target Bonus for the year in which the Termination
Date occurs has not been determined as of the Termination Date, then the Target Bonus for the year prior to the Termination Date) (the
“Non-Compete Payment”). The Non-Compete Payment shall be paid to the Executive in a cash lump sum within seventy-five
(75) days of the Termination Date, provided that the Executive shall be required repay the Non-Compete Payment in full (without
reduction for any taxes withheld by the Company with respect to such payment) within thirty (30) days of the date the Company makes a
request therefor if the Executive violates any provision of this Article 8.
8.3 Non-Solicitation
of Clients, Customers, and Accounts. For the good and valuable consideration offered to the Executive under this Agreement,
the sufficiency of which is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly, without
the express written consent of the Board solicit clients, customers or accounts of the Company for or on behalf of any Direct Competitor,
or otherwise interfere with the Company’s relationship with any current, former, or potential clients or customers.
8.4 Non-Solicitation
of Employees. For the good and valuable consideration offered to the Executive under this Agreement, the sufficiency of which
is hereby acknowledged, during the Restricted Period, the Executive will not, directly or indirectly ,solicit any person who is or shall
be in the employ or service of the Company to leave such employ or service for employment with or service to the Company, or otherwise
attempt to induce any such person to provide services to a Direct Competitor. Nothing in this Section 8.4 prohibits (i) an
employee of the Company who is not a party to this Agreement from becoming employed by another organization or person; (ii) the Executive
from soliciting, hiring or assisting in the solicitation or hiring of any former employee of the Company, provided that the Executive
did not cause or induce such former employee to leave her or her employment with the Company; or (iii) the placement of general advertisements
for employees or the consideration or hiring of individuals who respond to such general advertisements, so long as such general advertisements
are not specifically directed to employees of the Company.
8.5 Venue;
Specific Performance.
(a) Any
claim, controversy, or dispute arising out of or relating to this Article 8 shall be brought in the courts in Denver, Colorado.
Each party to this Agreement submits to the personal jurisdiction of, and venue in, any such court, and waives any objection to such jurisdiction
or venue. As a material inducement for this Agreement, each party knowingly, voluntarily, irrevocably, and unconditionally waives, to
the fullest extent permitted by applicable law, any right either may have to a trial by jury in any legal action, proceeding, cause of
action, or counterclaim arising out of or relating to Article 8 of this Agreement.
(b) Recognizing
that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and
assurances by the Executive contained in this Article 8, and that the Company’s remedies at law for any such breach
or threatened breach may be inadequate, the Company and its successors and assigns, in addition to such other remedies which may be available
to them, shall, upon making a sufficient showing under applicable law, be entitled to an injunction to be issued by any court of competent
jurisdiction ordering compliance with this Agreement or enjoining and restraining the Executive, and each and every person, firm or company
acting in concert or participation with him, from the continuation of such breach.
(c) The
obligations of the Executive and rights of the Company pursuant to this Article 8 shall survive the termination of the Executive’s
employment under this Agreement. The covenants and obligations of the Executive set forth in this Article 8 are in addition
to and not in lieu of or exclusive of any other obligations and duties the Executive owes to the Company, whether expressed or implied
in fact or law. The Company shall pay and be solely responsible for any attorney’s fees, expenses, costs and court costs incurred
by the Executive in any matter or dispute between the Executive and the Company which pertains to this Article 8 if the Executive
prevails in the contest in whole or in part.
8.6 Modification
of Restrictions in Favor of Enforceability. In the event that any of the restrictive covenants described in this Article 8
shall be held unenforceable by any court of competent jurisdiction, the Parties agree that it is their desire that such court shall substitute
a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and that as so modified, the covenant shall
be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial proceeding, the court refuses to enforce
any of the restrictive covenants contained in this Article 8 because they are more extensive (whether as to temporal scope,
geographic scope, scope of business, or otherwise) than necessary to protect the legitimate business interests of the Company, it is expressly
understood and agreed between the Parties that for purposes of such proceeding, the temporal scope, geographic scope, scope of business,
or other aspect thereof shall be deemed reduced only to the extent necessary to permit enforcement of the restrictive covenants
8.7 Executive
Acknowledgements. The Executive acknowledges and agrees that the provisions contained in this Article 8 are for the protection
of the Company’s Confidential Business Information and Trade Secrets and are no broader than necessary to protect the Company’s
legitimate interests in protecting such Confidential Business Information and Trade Secrets.
8.8 Notice.
The Executive agrees that Executive received adequate notice of the covenants contained in this Article 8 and their
terms in keeping with applicable law.
Article 9
General Provisions
9.1 Final
Agreement; Non-Duplication of Benefits. This Agreement together with all exhibits hereto is intended to be the final, complete and
exclusive agreement between the parties relating to the employment of the Executive by the Company and, effective as of the Effective
Date, supersedes all prior or contemporaneous understandings, employment agreements, representations and statements, both oral or written,
relating to the subject matter hereof, including the Executive’s right to participate in the Change in Control Severance Plan. For
the avoidance of doubt, following the Effective Date, the Executive shall cease to be eligible to receive benefits under the Change in
Control Severance Plan and the Executive’s Participation Agreement thereunder, dated November 29, 2022, shall be null and void
as of the Effective Date. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is
in writing and signed by the party against which the enforcement thereof is or may be sought.
9.2 No
Waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed or
construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition
or provision at the same time or at any prior or subsequent time.
9.3 Rights
Cumulative. The rights under this Agreement, or by law or equity, shall be cumulative and may be exercised at any time and from time
to time. No failure by any party to exercise, and no delay in exercising, any rights shall be construed or deemed to be a waiver thereof,
nor shall any single or partial exercise by any party preclude any other or future exercise thereof or the exercise of any other right.
9.4 Notice.
Except as otherwise provided in this Agreement, any notice, approval, consent, waiver or other communication required or permitted to
be given or to be served upon any person in connection with this Agreement shall be in writing. Such notice shall be personally served
or sent prepaid by either registered or certified mail with return receipt requested or national overnight delivery service, and shall
be deemed given (i) if personally served or by national overnight delivery service, when delivered to the person to whom such notice
is addressed, or (ii) if given by mail, two (2) business days following deposit in the United States mail. Such notices shall
be addressed to the party to whom such notice is to be given at the party’s address set forth below or as such party shall otherwise
direct.
If to the Company:
Gevo, Inc.
345 Inverness Drive South
Bldg. C, Suite 310
Englewood, CO 80112
Attn: Vice President and Corporate Secretary
If to the Executive:
Kimberly Bowron
[***]
[***]
Or the last known address as set forth in the Company’s
records for the Executive.
9.5 Assignments.
This Agreement is binding upon the parties hereto and their respective successors, assigns, heirs and personal representatives. Except
as otherwise provided herein, neither of the parties hereto may make any assignment of this Agreement, or any interest herein, without
the prior written consent of the other party, except that, without such consent, this Agreement shall be assigned to any corporation or
entity which shall succeed to the business presently being operated by Company, by operation of law or otherwise, including by dissolution,
merger, consolidation, transfer of assets, or otherwise.
9.6 Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws thereof.
9.7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute
one instrument. The parties agree that facsimile copies of signatures shall be deemed originals for all purposes hereof and that a party
may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought
hereunder.
9.8 Severability.
The provisions of this Agreement are agreed to be severable, and if any provision, or application thereof, is held invalid or unenforceable,
then such holding shall not affect any other provision or application.
9.9 Construction.
As used herein, and as the circumstances require, the plural term shall include the singular, the singular shall include the plural, the
neuter term shall include the masculine and feminine genders, the masculine term shall include the neuter and the female genders and the
feminine term shall include the neuter and the masculine genders.
9.10 Arbitration.
Except as otherwise provided in Article 8 hereof, any controversy or claim arising out of, or related to, this Agreement,
or the breach thereof, shall be settled by binding arbitration in Denver, Colorado, in accordance with the employment arbitration rules then
in effect of the American Arbitration Association including the right to discovery, and the arbitrator’s decision shall be binding
and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party hereto shall pay
its or their own expenses incident to the negotiation, preparation and resolution of any controversy or claim arising out of, or related
to, this Agreement, or the breach thereof; provided, however, the Company shall pay and be solely responsible for any attorneys’
fees and expenses and court or arbitration costs incurred by the Executive as a result of a claim brought by either the Executive or
the Company alleging that the other party breached or otherwise failed to perform this Agreement or any provision hereof to be performed
by the other party if the Executive prevails in the contest in whole or in part.
9.11 Code
Section 409A Compliance. The provisions of this Section 9.11 apply to each payment or benefit under this Agreement that
is considered deferred compensation that is subject to (and not exempt from) the provisions of Internal Revenue Code Section 409A
(“Section 409A”) (such payments or benefits, the “409A Payments”). Each 409A Payment under
this Agreement shall be considered a separate payment for purposes of Section 409A. A termination of employment shall not be deemed
to have occurred for purposes of any provision of this Agreement providing for a 409A Payment upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of
this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee”
(within the meaning of Section 409A) on the date of the Executive’s separation from service, then any 409A Payments that otherwise
would be payable under this Agreement within the first six (6) months following the Executive’s separation from service (the
“409A Suspension Period”), shall instead be paid in a lump sum within fourteen (14) days after the end of the sixth
(6th) month period following the Executive’s separation from service, or Executive’s death, if sooner. After the
409A Suspension Period, the Executive will receive any remaining 409A Payments due pursuant to this Agreement in accordance with its
terms (as if there had not been any suspension beforehand). To the extent that 409A Payments are conditioned on the execution of a Release
by the Executive, if the Release consideration period spans two (2) calendar years, then such 409A Payments shall be paid in the
second (2nd) calendar year regardless of the time the Executive returns such Release. Whenever a payment under this Agreement
specified a payment period with respect to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Company. The Company will cooperate with the Executive in making any amendments to this Agreement that the Executive
reasonably requests to avoid the imposition of taxes or penalties under Section 409A provided that such changes do not provide
the Executive with additional benefits (other than de minimis benefits) under this Agreement.
9.12 Survival.
The provisions of Articles 5, 6, 7, 8 and 9 shall survive any termination of the Executive’s employment with the Company.
9.13 No
Mitigation or Offset. The Executive shall not have any duty to seek other employment or to reduce any amounts or benefits payable
to the Executive under Article 6, and no such amounts or benefits shall be reduced, on account of any compensation received
by the Executive from any other employment or source. The Company shall have the right to offset any amount owed by the Executive to
it against payments due to the Executive under Article 6 other than to the extent prohibited by law or to the extent such
offset would result in a violation of Section 409A.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
| |
GEVO, INC. |
| |
|
| |
By: |
/s/ Pat Gruber |
| |
|
Name: |
Pat Gruber |
| |
|
Title: |
Chief Executive Officer |
| |
|
| |
EXECUTIVE |
| |
|
| |
/s/ Kimberly Bowron |
| |
Kimberly Bowron |
[Employment Agreement Signature Page]
EXHIBIT A
INVENTIONS ASSIGNMENT, CONFIDENTIALITY, AND
NON-DISCLOSURE AGREEMENT
This INVENTIONS ASSIGNMENT, CONFIDENTIALITY,
AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2024 (the “Effective
Date”) by and between Gevo, Inc. (the “Company”) and Kimberly Bowron (the “Employee”) (collectively,
the “Parties”).
RECITALS
The Employee is presently
employed by the Company;
The Company wishes to continue
to employ the Employee, and the Employee wishes to continue to be employed by the Company, to perform services as separately agreed between
the Employee and the Company;
In connection with the Employee’s
employment with the Company, the Employee will have access to valuable trade secrets, proprietary data, and other confidential information
concerning the Company; and
The Employee acknowledges
that in order to protect the legitimate business interests of the Company, it is reasonable and necessary that the Employee enter into
the following covenants regarding the Employee’s treatment of certain Confidential Business Information and Trade Secrets during
and after Employee’s employment with the Company.
NOW,
THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration,
including but not limited to the continued employment of the Employee, the sufficiency of which is expressly acknowledged by both the
Employee and the Company, the Parties agree as follows:
| 1. | Recitals. The statements above are true and correct
and considered to be a part of this Agreement. |
| 2. | Ownership of Inventions. |
| (a) | Inventions. For purposes of this Section, “Inventions” means discoveries, developments,
concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable,
copyrightable or otherwise legally protectable. Employee understands this includes, but is not limited to, any new product, machine, article
of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation,
composition of matter, design or configuration of any kind, or any improvement thereon. Employee understands that “Company Inventions”
means any and all Inventions that Employee may or has solely or jointly author(ed), discover(ed), develop(ed), conceive(d), or reduce(d) to
practice during the period of the Relationship. |
| (b) | Assignment of Company Inventions. Employee agrees that Employee has or will promptly make full
written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company,
or its designee, all of Employee’s right, title, and interest throughout the world in and to any and all Company Inventions and
all patent, copyright, trademark, trade secret, and other intellectual property rights therein. Employee further acknowledges that all
Company Inventions that are made by Employee (solely or jointly with others) within the scope of and during the period of the Relationship
are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by Employee’s salary.
Employee hereby waives and irrevocably quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that Employee
now has or may hereafter have for infringement of any and all Company Inventions. Any assignment of Company Inventions includes all rights
of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known
as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively,
“Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Employee hereby waives and agrees
not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted
under applicable law. |
| (c) | Use or Incorporation of Inventions. If, in the course of the Relationship, Employee uses or incorporates
into a product, service, process, or machine any Invention in which Employee has an interest, Employee will promptly so inform the Company
in writing. Whether or not Employee gives such notice, Employee hereby irrevocably grants to the Company a nonexclusive, fully paid-up,
royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention
and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable
intellectual property laws without restriction of any kind. To the extent that any third parties have rights in any Invention in which
Employee has an interest, Employee hereby represents and warrants that such third party or parties has/have validly and irrevocably granted
to Employee the right to grant the foregoing license. |
| (d) | Patent and Copyright Rights. Employee agrees to assist the Company, or its designee, at its expense,
in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents,
trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including
the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in
order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and
in order to assign and convey to the Company or its designee, and any successors, assigns, and nominees the sole and exclusive right,
title, and interest in and to such Company Inventions, and any copyrights, patents, mask work rights, or other intellectual property rights
relating thereto. Employee further agrees that Employee’s obligation to execute or cause to be executed, when it is in Employee’s
power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration
of the last such intellectual property right to expire in any country of the world. Employee hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents as Employee’s agent and attorney-in-fact, to act for and in Employee’s
behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application
for, prosecution, issuance, maintenance, or transfer of letters patent, copyright, mask work, and other registrations related to such
Company Inventions. This power of attorney is coupled with an interest and shall not be affected by Employee’s subsequent incapacity. |
| 3. | Employee Covenants and Obligations. |
| (a) | Preliminary Statement. The Employee expressly acknowledges and agrees that throughout the Employee’s
employment with the Company, the Employee has received and will receive extensive information regarding the nature of the Company’s
business, including but not limited to financial information regarding the Company and other Confidential Business Information and Trade
Secrets, both of which are defined herein, and education from the Company that will confer to the Employee specialized skills, knowledge,
and expertise in areas of business in which the Company is involved. The Employee further recognizes and agrees that the Company’s
success is inextricably linked to the dedication and loyalty of its employees and agents and that in order to ensure that the Company
continues to grow and succeed, the Company must protect the core aspects of its business, including but not limited to its Confidential
Business Information and Trade Secrets; substantial relationships with customers; and customer goodwill associated with the Company’s
intellectual property, Confidential Business Information, and Trade Secrets. The Employee hereby expressly acknowledges the validity of
the following covenants and that such covenants are reasonably necessary for the Company to protect its business interests, including
but not limited to those cited above. |
| (b) | Confidentiality. The Employee understands and agrees that the Company’s Confidential Business
Information and Trade Secrets, as defined herein, are valuable, special, and unique assets of the Company which are entitled to protection
under the provisions of this Section. |
| (1) | Definitions. For purposes of this Agreement, the following definitions apply: |
(i) “Confidential
Business Information” means (i) any and all ideas, knowledge, data, discoveries and information of any type whatsoever that
are not generally known in the trade or industry and about which the Executive has knowledge specifically and solely as a result of the
Executive’s employment with the Company and that are directly or indirectly related to the Company’s technology, intellectual
property, products, business, assets, finances, operations or business opportunities, (ii) all Company intellectual property and
all associated records, (iii) any business information that may be made known to Executive in the course of Executive’s employment,
including, without limitation, any such information that the Company has received from others that the Company is obligated to treat as
confidential or proprietary, and (iv) any and all data and business information generated or obtained by or on behalf of Executive
that contains, reflects, or is derived from any of the foregoing, in each case whether in writing, or in oral, graphic, electronic or
any other form, and whether disclosed, generated or obtained before or after the Amendment Effective Date. Examples of Confidential Information
include, but are not limited to, software (in source or object code form), databases, algorithms, processes, designs, prototypes, methodologies,
reports, specifications, schematics, evolutionary design methods, methods for making and characterizing gene libraries, high throughput
screening techniques, compounds, biological materials, cell lines, enzymes, proteins, vectors, research tools, transferases, cofactors,
chaperones, operons, promoters, plasmids or other cloning vehicles, genetic engineering techniques, nucleotides, engineered DNA or RNA,
gene sequences, transformed cells, tissue cultures, hybridomas, homologues, feedstock, assays, plants, animals, antibodies, antigens,
hormones, monoclonal antibodies, reagents, culture mediums, growth factors, combinatorial chemistry libraries, clones and cloning tools,
pathways, methods, laboratory equipment and machines, hybrid computational-evolutionary optimization strategies and metabolic engineering
strategies; information regarding products sold, distributed or being developed by the Company and any other nonpublic information regarding
the Company’s current and/or developing technology; information regarding past or current customers, prospective customers, clients,
and/or business contacts; prospective and executed contracts and subcontracts; sales plans, development plans or any other initiatives,
strategies, plans and proposals used by the Company in the course of its business; present or future business plans, any intellectual
property, usernames and passwords for the Company’s various information systems; usernames and passwords for employees of the Company;
network infrastructure or network architecture associated with the Company’s information systems; network access logs; HTML code
or other code; Internet protocol logs; encryption methods or algorithms; customer usernames or passwords; all information about the products,
techniques, and services provided by the Company, forecasts and forecast assumptions and volumes, price, and cost objectives; price lists,
pricing, and quoting policies and procedures; profit and loss statements; quarterly revenue statements; bank account statements; vendor
contracts; lender contracts; operating statements; revenue projections, revenue statements, balance sheets, financial statements, or other
financial information about the Company; employee records and data (including but not limited to records and data relating to the Company’s
executives); marketing strategies and other matters involving the Company’s day-to-day operations;; and any of the foregoing types
of information relating to the Company’s affiliates, in each case, in any form or medium (including electronic, written, oral or
visual mediums) regardless of whether such is marked or identified as “confidential”. For the avoidance of doubt, Confidential
Business Information does not include information that arises from the Executive’s general training, knowledge, skill, or experience
(whether gained on the job or otherwise); information that is readily ascertainable to the public; or information that the Executive otherwise
has a right to disclose as legally protected conduct.
(ii) “Trade
Secret” means information of the Company and its affiliates, including a formula, pattern, compilation, program, method, protocol,
technique, or process, that derives independent economic value, actual or potential, from not being generally known to and not being readily
ascertainable by proper means by other persons who can obtain economic value from its disclosure or use and that is the subject of efforts
by the Company to maintain its secrecy that are reasonable under the circumstances.
| (2) | Covenant of Preservation of Confidentiality. The Employee recognizes that during the Employee’s
employment with the Company, she or she has had and will have access to certain Confidential Business Information and Trade Secrets of
the Company and its affiliates. Throughout the Employee’s employment with the Company, the Employee agrees to protect the Confidential
Business Information and Trade Secrets of the Company and its affiliates from unauthorized use or disclosure and to take all reasonable
steps to ensure the secrecy and confidentiality of all Confidential Business Information and Trade Secrets. |
| (3) | Covenants of Proper Use and Non-Disclosure. The Employee agrees that
during the Employee’s employment with the Company and following termination of the Employee’s employment with the Company
for any reason, regardless of whether the Employee’s employment comes to an end voluntarily or involuntarily, the Employee will: |
(i) Not
make any use whatsoever, except on behalf of the Company and in the course of the Employee’s regular duties to the Company, of Confidential
Business Information or Trade Secrets without the prior written consent of the Company expressly waiving the Employee’s obligations
as provided herein;
(ii) Not
disclose or reveal any Confidential Business Information or Trade Secrets to any third party for any reason, whether performing services
for the Company or otherwise, and not reproduce or distribute Confidential Business Information or Trade Secrets in any form, tangible
or otherwise;
(iii) Keep
all Confidential Business Information and Trade Secrets strictly secret and confidential;
(iv) Take
all reasonable actions to assure proper precautions have been taken to prevent unauthorized access to, disclosure of, or loss or destruction
of any Confidential Business Information or Trade Secrets provided to the Employee;
(v) Promptly
return to the Company upon request any Confidential Business Information or Trade Secrets then in tangible form; and
(vi) Not
take any action or actions in order to avoid or seek to avoid the observance or performance of any of the terms of this Agreement.
| (4) | Defend Trade Secrets Act Notice. The Employee understands that, notwithstanding the nondisclosure
obligations in this Section, pursuant to 18 U.S.C. § 1833(b), the Employee will not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local
government official or to an attorney, either directly or indirectly, and solely for the purpose of reporting or investigating a suspected
violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. |
| (5) | Exceptions. Notwithstanding anything herein to the contrary, this Agreement does not prevent the
Employee from (i) filing a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the National
Labor Relations Board (“NLRB”), or any state or local fair employment agency; (ii) cooperating with the EEOC, the NLRB,
or any federal, state, or local fair employment agency; (iii) reporting a possible violation of federal, state, or local law or regulation
to any governmental or law enforcement agency or entity; or (iv) making other disclosures that are required by law or protected under
any whistleblower provision of federal, state, or local law or regulation. The Employee shall not be treated as in violation of this Agreement
if the Employee discloses Confidential Information for purposes of the foregoing. |
| (c) | Use of Name. The Employee agrees that the Employee will not, directly
or indirectly, use any name which is similar to any corporate name of or any trade name, service mark, trademark, logo, or insignia used
by the Company or any of its affiliates, other than in the performance of the Employee’s duties to the Company. Following
termination of the Employee’s employment with the Company for any reason, regardless of whether Employee’s employment comes
to an end voluntarily or involuntarily, the Employee shall not represent himself or herself as being in any way connected with the business
of the Company or any of its affiliates, except to the extent as may be separately agreed upon between the Parties in writing. |
| (d) | Reasonableness of Restrictions. The Employee has carefully read and considered the covenants contained
in this Section and agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection
of the legitimate business interests of the Company and its officers, directors, and other employees. It is the belief of the Parties,
therefore, that the best protection that can be given to the Company that does not in any way infringe upon the rights of the Employee
to engage in any unrelated businesses is to provide for the covenants contained herein. |
| (e) | Modification of Restrictions in Favor of Enforceability. In the event that any of the covenants
described in this Section shall be held unenforceable by any court of competent jurisdiction, the Parties agree that it is their
desire that such court shall substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable
and that as so modified, the covenant shall be as fully enforceable as if it had been set forth herein by the Parties. If, in any judicial
proceeding, the court refuses to enforce any of the covenants contained in this Section because they are more extensive than necessary
to protect the legitimate business interests of the Company, it is expressly understood and agreed between the Parties that for purposes
of such proceeding, the restriction thereof shall be deemed reduced only to the extent necessary to permit enforcement of the covenants. |
| (f) | Injunctive Relief. The Parties agree that it is impossible to measure in monetary damages the harm
that will accrue to the Company or its affiliates in the event that the Employee breaches any of the covenants contained in this Section.
In the event that the Employee breaches, or threatens to breach, any of the aforementioned covenants, the Company or any of its affiliates
shall be entitled to an injunction restraining the Employee from violating such covenant (without posting any bond). If the Company or
any of its affiliates shall institute any action or proceeding to enforce any such covenant, the Employee hereby waives the claim or defense
that the Company or any of its affiliates has an adequate remedy at law and agrees not to assert in any such action or proceeding the
claim or defense that the Company or any of its affiliates has an adequate remedy at law. The foregoing shall not prejudice the Company’s
or any of its affiliates’ right to require the Employee to account for and pay over to the Company or any of its affiliates, and
the Employee hereby agrees to account for and pay over, the compensation, profits, monies, accruals, or other benefits derived or received
by the Employee as a result of any transaction constituting a breach of any of the covenants. |
| (g) | Severability. The provisions of this Section are severable and if any one or more provisions
should be determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, in whole or in part, the remaining
provisions (and any partially unenforceable provision to the extent enforceable in any jurisdiction) shall, nevertheless, be binding and
enforceable. |
| (h) | Survival. The covenants contained in this Section shall survive the termination, for any reason,
of the Employee’s employment with the Company. |
| (i) | Notice. The Employee agrees that Employee received adequate notice of the covenants contained
in Section 3 and their terms in keeping with applicable law. |
| 4. | Attorneys’ Fees and Costs. In the event
any litigation, arbitration, or similar proceeding (any such action or proceeding, “Litigation”)
is commenced or defended by any Party to this Agreement claiming in such litigation a breach of this Agreement by the other Party to this
Agreement, and in the event such commencing or defending Party is successful on the merits of such claim or defense and substantially
prevails in litigation, the other Party shall pay to the prevailing Party all costs and expenses, including but not limited to,
reasonable attorneys’ fees, paralegal fees, court costs, and cost of experts
and investigation, whether incurred at or in preparation for trial, upon appeal, or during investigation, of such prevailing party in
prosecuting such claim or establishing such defense. |
| 5. | Governing Law and Venue. This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado without regard to its conflicts of
laws procedures. Any claim, controversy, or dispute arising out of or relating to this
agreement shall be brought in the courts in Denver, Colorado. Each Party to this Agreement submits to the personal jurisdiction of, and
venue in, any such court, and waives any objection to such jurisdiction or venue. |
| 6. | Effect on Prior Agreements. The
Employee agrees and understands that this Agreement does not supersede any provision on confidentiality or any other covenants contained
in any agreement to which the Employee has entered into or is otherwise subject to as an employee of the Company (except to the extent
that any such prior provision conflicts with the terms of this Agreement, in which situation the terms of this Agreement shall govern),
nor does this Agreement reduce employee’s obligations to comply with applicable laws
relating to trade secrets, confidential information, or unfair competition. |
| 7. | WAIVER OF JURY TRIAL. As a material inducement for this Agreement, each Party knowingly,
voluntarily, irrevocably, and unconditionally waives, to the fullest extent permitted by applicable law, any right either may have to
a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement. |
| 8. | Assignment. This Agreement
shall inure to the benefit of, and may be enforced by, the successors or assigns of the Company. This Agreement is based on the personal
services of the Employee, and the rights and obligations of the Employee contained in this Agreement shall not be assignable by the Employee
to any other person. |
| 9. | Amendments; Waiver. Any
amendment to or modification of this Agreement, and any waiver of any provision of this Agreement, shall be in writing and shall require
the prior written approval of the Parties as evidenced by the manual signature of the Employee and an authorized representative of the
Company. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of this Agreement. |
| 10. | Severability. If any one
or more provisions of this Agreement shall be held invalid or unenforceable, the validity or enforceability of all other provisions of
this Agreement shall not be affected by the invalid or unenforceable provision(s). In the event a court of competent jurisdiction determines
by final judgment that the scope, time period, or geographical limitations specifically set forth in this agreement are too broad to be
capable of enforcement, said court is authorized by the parties hereto to modify and enforce such provisions as to scope, time,
and geographical area as the court deems reasonable and equitable. |
| 11. | Counterparts. This Agreement
may be executed and accepted in one or more counterparts (i.e., the employee and
the company may sign separate, identical signature pages) for the convenience of the parties. Each separate counterpart signature page to
this Agreement will be deemed an original and all such counterpart signature pages, taken together, shall constitute one and the same
instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmission or by electronic mail transmission,
including but not limited to an adobe file format document (also known as a pdf file), shall be as effective as delivery of a manually
executed counterpart hereof. |
| 12. | Advice of Counsel and No Construal Against
Drafter. The Employee acknowledges that, in executing this Agreement, the Employee has had the opportunity to seek the
advice of independent legal counsel and that the Employee has read and understands all of the terms and provisions of this Agreement.
This Agreement shall not be construed against any Party by reason of the drafting of preparation of this Agreement. |
| 13. | Captions. The captions of
the sections of this Agreement are for convenience of reference only and in no way define, limit, or affect the scope or substance of
any section of this agreement. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.
| |
GEVO, INC. |
| |
|
| |
By: |
|
| |
|
Name: |
Pat Gruber |
| |
|
Title: |
Chief Executive Officer |
| |
|
| |
EMPLOYEE |
| |
|
| |
|
| |
Kimberly Bowron |
v3.24.2.u1
Cover
|
Aug. 12, 2024 |
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8-K
|
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false
|
| Document Period End Date |
Aug. 12, 2024
|
| Entity File Number |
001-35073
|
| Entity Registrant Name |
Gevo, Inc.
|
| Entity Central Index Key |
0001392380
|
| Entity Tax Identification Number |
87-0747704
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
345
Inverness Drive South
|
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Building
C
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Suite 310
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Englewood
|
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CO
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303
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|
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GEVO
|
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NASDAQ
|
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- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Grafico Azioni Gevo (NASDAQ:GEVO)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Gevo (NASDAQ:GEVO)
Storico
Da Feb 2024 a Feb 2025
