US GEOTHERMAL INC (Form: 8-K, Received: 07/26/2013 13:35:35)

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: July 22, 2013 (Date of earliest event reported)

U.S. GEOTHERMAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34023	84-1472231
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

1505 Tyrell Lane, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)

208-424-1027
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

[ ] 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Glaspey Employment Agreement

U.S. Geothermal Inc. (the “Company”) has entered into an employment agreement with Douglas J. Glaspey as the Company’s President and Chief Operating Officer. The initial term of employment will be from July 1, 2013 until the earlier of June 30, 2015 or termination of employment in accordance with the terms of the employment agreement. The employment agreement will automatically renew at the end of the initial term, and at the end of each subsequent term, for an additional one year term unless either the Company or Mr. Glaspey gives written notice of non-renewal to the other party at least 60 days prior to expiration of the then-current term.

Under the terms of the employment agreement, Mr. Glaspey has agreed to devote all of his working time exclusively for the benefit of the Company. In consideration for the performance by Mr. Glaspey of his responsibilities and duties as President and Chief Operating Officer of the Company, the Company has agreed to pay to Mr. Glaspey compensation of $220,000 per annum, to grant to Mr. Glaspey cash or stock bonus and/or stock options in such amount and under such conditions as may be determined by the Company’s board of directors, to provide to Mr. Glaspey (and his immediate family) such medical, dental and related benefits as are available to other employees of the Company, to provide to Mr. Glaspey reasonable life insurance and accidental death coverage (with the proceeds payable to Mr. Glaspey’s estate or specified family member), and to provide to Mr. Glaspey such 401K retirement benefit as is available to other employees of the Company. In addition, the Company will reimburse Mr. Glaspey for reasonable expenses incurred in connection with the performance of his duties under the employment agreement. Mr. Glaspey is entitled to a paid vacation of five weeks within each 12 month period under the terms of the employment agreement.

The employment agreement may be terminated by the Company without notice, payment in lieu of notice, severance payments, benefits, damages or other sums for causes which include failure to perform his duties in a competent and professional manner, appropriation of corporate opportunities or failure to disclose a material conflict of interest, a plea of guilty to, or conviction of, an indictable offense which may not be further appealed, fraud, dishonesty, illegality or gross incompetence, failure to disclose material facts concerning business interests or other employment that are relevant to his employment with the Company, refusal to follow reasonable and lawful directions of the Company, breach of fiduciary duty, and material breach under, or gross negligence in connection with his employment under, the employment agreement. Otherwise, the Company may terminate the employment agreement upon one month’s written notice and Mr. Glaspey may terminate the employment agreement upon 60 days’ written notice.

In the event that Mr. Glaspey’s employment is terminated without “cause” by the Company or for “good reason” by Mr. Glaspey, and in the event that a “change of control” has occurred within the 12 months prior to the termination, Mr. Glaspey is entitled to receive compensation equal to 24 monthly installments of his normal compensation on the 30 ^th day after the date of termination (which sum would be currently $439,992).

Termination for “cause” has the meaning commonly ascribed to it at common law and includes termination for (i) willful misconduct in the performance of duties which are materially injurious to the Company, (ii) refusal without proper reason to perform duties after being provided notice within 60 days of any alleged refusal and an opportunity to cure the same, (iii) committing an act of fraud, embezzlement, or willful breach of a fiduciary duty to the Company, or a material breach of the employment agreement, or (iv) being convicted of, or pleading no contest to, a crime involving fraud, dishonesty or moral turpitude, any felony, or any violation of U.S. or foreign securities laws or entering into a cease and desist order with the Securities and Exchange Commission alleging violation of the same.

Termination for “good reason” means Mr. Glaspey’s employment is terminated within two years after the initial existence of any of the following conditions, provided Mr. Glaspey has given 60 days’ notice of the existence of such condition and the Company has failed to remedy such condition within 30 days after receiving such notice: (i) material diminution of his base compensation or authority, duties or responsibilities; (ii) material diminution in the authority, duties or responsibilities of the supervisor to whom he reports; (iii) material diminution in the budget over which he retains authority; (iv) material change in the geographic location at which he must perform services; or (v) any other action that constitutes a material breach by the Company of the Employment Agreement.

A “change of control” includes (i) a merger, amalgamation, arrangement, consolidation, reorganization or transfer where more than 50% of the voting securities of the Company are acquired by one or more other persons, and more than 50% of the Company’s board of directors’ membership changes, (ii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, 50% or more of the voting securities of the Company (except in the case of public and private placement share offerings), (iii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, the right to appoint the majority of the directors of the Company, or (iv) the Company disposes of all or substantially all of its assets, other than to its subsidiaries.

The Company has agreed to defend and indemnify Mr. Glaspey in connection with legal claims, lawsuits, causes of action or liabilities asserted against him arising out of or related to his employment with the Company and to provide Mr. Glaspey with an advance for any expenses in connection with such defense and/or indemnification. The employment agreement also includes covenants by Mr. Glaspey with respect to the treatment of confidential information, non-competition and non-solicitation, and provides for equitable relief in the event of breach.

The foregoing description of the employment agreement with Mr. Glaspey is not complete and is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Hawkley Employment Agreement

The Company has also entered into an employment agreement with Kerry D. Hawkley as the Company’s Chief Financial Officer. The initial term of employment will be from July 1, 2013 until the earlier of June 30, 2015 or termination of employment in accordance with the terms of the employment agreement. The employment agreement will automatically renew at the end of the initial term, and at the end of each subsequent term, for an additional one year term unless either the Company or Mr. Hawkley gives written notice of non-renewal to the other party at least 60 days prior to expiration of the then-current term.

Under the terms of the employment agreement, Mr. Hawkley has agreed to devote all of his working time exclusively for the benefit of the Company. In consideration for the performance by Mr. Hawkley of his responsibilities and duties as Chief Financial Officer of the Company, the Company has agreed to pay to Mr. Hawkley compensation of $175,000 per annum, to grant to Mr. Hawkley cash or stock bonus and/or stock options in such amount and under such conditions as may be determined by the Company’s board of directors, to provide to Mr. Hawkley (and his immediate family) such medical, dental and related benefits as are available to other employees of the Company, and to provide to Mr. Hawkley such 401K retirement benefit as is available to other employees of the Company. In addition, the Company will reimburse Mr. Hawkley for reasonable expenses incurred in connection with the performance of his duties under the employment agreement. Mr. Hawkley is entitled to a paid vacation of five weeks within each 12 month period under the terms of the employment agreement.

The employment agreement may be terminated by the Company without notice, payment in lieu of notice, severance payments, benefits, damages or other sums for causes which include failure to perform his duties in a competent and professional manner, appropriation of corporate opportunities or failure to disclose a material conflict of interest, a plea of guilty to, or conviction of, an indictable offense which may not be further appealed, fraud, dishonesty, illegality or gross incompetence, failure to disclose material facts concerning business interests or other employment that are relevant to his employment with the Company, refusal to follow reasonable and lawful directions of the Company, breach of fiduciary duty, and material breach under, or gross negligence in connection with his employment under, the employment agreement. Otherwise, the Company may terminate the employment agreement upon one month’s written notice and Mr. Hawkley may terminate the employment agreement upon 60 days’ written notice.

In the event that Mr. Hawkley’s employment is terminated without “cause” by the Company or for “good reason” by Mr. Hawkley, and in the event that a “change of control” has occurred within the 12 months prior to the termination, Mr. Hawkley is entitled to receive compensation equal to 18 monthly installments of his normal compensation on the 30 ^th day after the date of termination (which sum would be currently $262,440).

Termination for “good reason” means Mr. Hawkley’s employment is terminated within two years after the initial existence of any of the following conditions, provided Mr. Hawkley has given 60 days’ notice of the existence of such condition and the Company has failed to remedy such condition within 30 days after receiving such notice: (i) material diminution of his base compensation or authority, duties or responsibilities; (ii) material diminution in the authority, duties or responsibilities of the supervisor to whom he reports; (iii) material diminution in the budget over which he retains authority; (iv) material change in the geographic location at which he must perform services; or (v) any other action that constitutes a material breach by the Company of the Employment Agreement.

A “change of control” includes (i) a merger, amalgamation, arrangement, consolidation, reorganization or transfer where more than 50% of the voting securities of the Company are acquired by one or more other persons and more than 50% of the Company’s board of directors’ membership changes, (ii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, 50% or more of the voting securities of the Company (except in the case of public and private placement share offerings), (iii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, the right to appoint the majority of the directors of the Company, or (iv) the Company disposes of all or substantially all of its assets, other than to its subsidiaries.

The Company has agreed to defend and indemnify Mr. Hawkley in connection with legal claims, lawsuits, causes of action or liabilities asserted against him arising out of or related to his employment with the Company and to provide Mr. Hawkley with an advance for any expenses in connection with such defense and/or indemnification. The employment agreement also includes covenants by Mr. Hawkley with respect to the treatment of confidential information, non-competition and non-solicitation, and provides for equitable relief in the event of breach.

The foregoing description of the employment agreement with Mr. Hawkley is not complete and is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Zurkoff Employment Agreement

The Company has also entered into an amendment to the employment agreement with Jonathan Zurkoff as the Company’s Executive Vice President, Finance. The employment agreement, as amended, is effective December 31, 2010, and will remain in effect until March 31, 2014 unless earlier terminated in accordance with its terms.

Under the terms of the employment agreement, Mr. Zurkoff has agreed to devote all of his working time exclusively for the benefit of the Company. In consideration for the performance by Mr. Zurkoff of his responsibilities and duties as Executive Vice President, Finance of the Company, the Company has agreed to pay to Mr. Zurkoff compensation of $160,000 per annum pursuant to the employment agreement. This salary may be adjusted annually on the anniversary date of the employment agreement and is currently $192,000 per annum. The Company has also agreed to provide to Mr. Zurkoff such 401K retirement benefit as is available to other employees of the Company, and to provide to Mr. Zurkoff (and his immediate family) such medical, dental and related benefits as are available to other employees of the Company. In addition, the Company will reimburse Mr. Zurkoff for reasonable expenses incurred in connection with the performance of his duties under the employment agreement. Mr. Zurkoff is entitled to a paid vacation of 20 days within each 12 month period under the terms of the employment agreement.

The employment agreement may be terminated by the Company without notice, payment in lieu of notice, severance payments, benefits, damages or other sums for causes which include failure to perform his duties in a competent and professional manner, appropriation of corporate opportunities or failure to disclose a material conflict of interest, a plea of guilty to, or conviction of, an indictable offense which may not be further appealed, fraud, dishonesty, illegality or gross incompetence, failure to disclose material facts concerning business interests or other employment that are relevant to his employment with the Company, refusal to follow reasonable and lawful directions of the Company, breach of fiduciary duty, and material breach under, or gross negligence in connection with his employment under, the employment agreement. Otherwise, either party may terminate the employment agreement upon one month’s written notice.

In the event that Mr. Zurkoff’s employment is terminated without “cause” by the Company or for “good reason” by Mr. Zurkoff, and in the event that a “change of control” has occurred within the 12 months prior to the termination, Mr. Zurkoff is entitled to receive compensation equal to 18 monthly installments of his normal compensation on the 30 ^th day after the date of termination (which sum would be currently $288,000).

Termination for “good reason” means Mr. Zurkoff’s employment is terminated after the initial existence of any of the following conditions, provided Mr. Zurkoff has given 60 days’ notice of the existence of such condition and the Company has failed to remedy such condition within 30 days after receiving such notice: (i) material diminution of his base compensation or authority, duties or responsibilities; (ii) material diminution in the authority, duties or responsibilities of the supervisor to whom he reports, including a requirement to report to a corporate officer or employee instead of reporting directly to the board of directors; (iii) material diminution in the budget over which he retains authority; or (iv) material change in the geographic location at which he must perform services.

A “change of control” includes (i) a merger, amalgamation, arrangement, consolidation, reorganization or transfer where more than 50% of the voting securities of the Company are acquired by one or more other persons and more than 50% of the Company’s board of directors’ membership changes, (ii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, 50% or more of the voting securities of the Company, (iii) any person or persons acting together by agreement or understanding acquire(s), directly or indirectly, the right to appoint the majority of the directors of the Company, or (iv) the Company disposes of all or substantially all of its assets, other than to its subsidiaries.

The employment agreement also includes covenants by Mr. Zurkoff with respect to the treatment of confidential information and non-competition, and provides for equitable relief in the event of breach.

The foregoing description of the employment agreement with Mr. Zurkoff, as amended, is not complete and is qualified in its entirety by reference to the full text of the employment agreement, as amended, a copy of which is filed herewith as Exhibit 10.3 and incorporated herein by reference.

Item 8.01 Other Events.

On July 22, 2013, the Company granted stock options to acquire an aggregate of 1,945,000 shares of the Company’s common stock at an exercise price of $0.46 per share until July 22, 2018 to certain directors, employees and consultants of the Company pursuant to the Company’s 2009 Stock Incentive Plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description

10.1	Employment Agreement effective July 1, 2013 between U.S. Geothermal Inc. and Douglas J. Glaspey

10.2	Employment Agreement effective July 1, 2013 between U.S. Geothermal Inc. and Kerry D. Hawkley

10.3	Employment Agreement effective December 31, 2010 between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended effective March 31, 2013

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.

Dated: July 26, 2013	U.S. Geothermal Inc.

	By:	/s/ Kerry D. Hawkley
		Kerry D. Hawkley
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description

10.1	Employment Agreement effective July 1, 2013 between U.S. Geothermal Inc. and Douglas J. Glaspey

10.2	Employment Agreement effective July 1, 2013 between U.S. Geothermal Inc. and Kerry D. Hawkley

10.3	Employment Agreement effective December 31, 2010 between U.S. Geothermal Inc. and Jonathan Zurkoff, as amended effective March 31, 2013

Exhibit 10.1

EMPLOYMENT AGREEMENT

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

BETWEEN:

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

AND:

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

WHEREAS:

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

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

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

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

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

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

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1.	Employment

1.1 Position and Duties

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

1.2 Term

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

1.3 Service

1.3.1 During the Term the Executive shall:

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

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

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iii.

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

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

2.	Other Business Activities

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

3.	Compensation

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

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

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

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

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

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

4.	Expenses

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

5.	Vacation

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

6.	Termination

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

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

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

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

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

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

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

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

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

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

6.2 This Agreement and the Executive's employment may be terminated on notice by the Company to the Executive for any reason other than for the reasons set out in Section 6 above of this Agreement upon one month’s notice to the Executive. In such event, the Executive will be entitled to payment of salary up to and including such date of termination and the pro-rata monetary equivalent of any unused vacation days accrued to the date of termination payable in accordance with usual payroll practices but in no event later than two and one-half (2 ½) months following the date of termination and the Executive shall not have any ability to influence the tax year in which payment is made. Expenses incurred up to and including such date of termination shall be reimbursed only in accordance with Section 4.

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

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

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

7.	CONFIDENTIAL INFORMATION

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

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

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

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

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

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

8. RESTRICTED ACTIVITIES

8.1 Restriction on Competition.

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

8.2 Restriction on Solicitation.

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

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

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ii.

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

9.	Acknowledgement

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

10.

Representations and Warranties

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

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

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

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

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11.

Governing Law

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

12.

Entire Agreement

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

13.

Amendments

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

14.

Assignment

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

15.

Severability

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

16.

Headings

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

17.

Time of Essence

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

18.

Independent Legal Advice

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

19.

Notice

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

In the case of Company:

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

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

In the case of Executive:

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

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

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

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US GEOTHERMAL INC.

By: /s/ Dennis J. Gilles

SIGNED by the Executive in the presence of:

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

Kerry D. Hawkley __________
Printed Name of Witness

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SCHEDULE “A”

DEFINITIONS

The following terms shall have the following definitions:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exhibit 10.2

EMPLOYMENT AGREEMENT

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

BETWEEN:

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

AND:

Kerry Hawkley of 11917 Fiddler Drive, Boise, Idaho
(the " Executive ")

WHEREAS:

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

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

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

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

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

1.	Employment

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1.1 Position and Duties

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

1.2 Term

1.3 Service

1.3.1 During the Term the Executive shall:

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

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

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iii.

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

2.	Other Business Activities

3.	Compensation

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

	i.	the Company will pay the Executive the sum of US $175,000 per annum , payable in monthly installments of $14,580 no later than the last working day of the month;

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

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

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

4.	Expenses

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5.	Vacation

6.	Termination

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

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

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

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

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

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

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

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viii.

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

6.4 In the event that (i) Executive’s employment is terminated either by Company without Cause or by Executive for Good Reason (as defined below), and (ii) a Change of Control (as defined below) has occurred within the twelve (12) month period preceding the date of such termination, the Executive shall be entitled to receive a lump sum payment in an amount equal to eighteen (18) monthly installments of the Executive’s base annual salary as set forth under Section 3(i). Any payments made under this Section 6.4, in all events, will be paid on the 30 ^th day following of the date of termination. For purposes of this Section 6.4, the Executive shall be considered to have had a termination of employment as of the date that the facts and circumstances indicate that it is reasonably anticipated that the Executive will perform no further services for the Company and its affiliates after such date or that the level of bona fide services for the Company and its affiliates that the Executive is expected to perform is expected to decrease permanently to no more than 20% of the average level of bona fide services that the Executive performed over the immediately preceding 36-month period. Whether the Executive has had a termination of employment will be determined in a manner consistent with the definition of “separation from service” under Code section 409A.

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7.	CONFIDENTIAL INFORMATION

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

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8.	RESTRICTED ACTIVITIES

8.1 Restriction on Competition.

8.2 Restriction on Solicitation.

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

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

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9.	Acknowledgement

10.

Representations and Warranties

11.

Governing Law

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

12.

Entire Agreement

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13.

Amendments

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

14.

Assignment

15.

Severability

16.

Headings

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

17.

Time of Essence

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

18.

Independent Legal Advice

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19.

Notice

In the case of Company:

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

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

In the case of Executive:

Kerry D. Hawkley
11917 Fiddler Drive,
Boise, Idaho 83713
Telephone No.: (208) 939-8369

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

US GEOTHERMAL INC.

By: /s/ Dennis J. Gilles

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SIGNED by the Executive in the presence of:

/s/ Robert A. Cline	/s/ Kerry D. Hawkley
Witness	Kerry D. Hawkley

Robert A. Cline _____________
Printed Name of Witness

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SCHEDULE “A”

DEFINITIONS

The following terms shall have the following definitions:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

If in the future, the Company determines to split the position of Chief Financial Officer into two positions, consisting of Chief Financial Officer and Chief Accounting Officer, to be held by separate individuals, the parties agree that such modification of Executive’s employment shall not constitute “Good Reason” pursuant to subsections (ii) and (iii) hereof, so long as Executive holds one of the two positions.

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

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

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 31st day of December, 2010

BETWEEN:

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

AND:

Jonathan Zurkoff , an individual having a residence at 2413 N 25 ^th Stree, Boise, ID 83702
(the " Employee ")

WHEREAS:

(A)	the Company is in the business of developing and acquiring geothermal power projects;

(B)	the Company wishes to engage the Employee as Vice President, Finance ; and

(C)	the parties hereto wish to enter into this Agreement for the purpose of fixing the compensation and terms applicable to the employment of the Employee during the period hereinafter set out.

NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto, in consideration of the respective covenants and agreements on the part of each of them herein contained, do hereby covenant and agree as follows:

1.	Employment

The Company hereby engages the Employee as Vice President, Finance of the Company, and the Employee hereby accepts such employment, upon the terms and conditions hereinafter set out.

Term

This Agreement will be effective from December 31, 2010 and will remain in full force and effect until March 31, 2013 or until terminated as hereinafter provided. The term of this Agreement may be extended for one or more additional annual periods by written agreement signed by Employee and Company prior to the end of the term or any renewal of the term.

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3.	Responsibility

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

4.	Other Business Activities

For the term of the engagement, the Employee may not engage in any other business activities which will significantly interfere with his performance of the duties contemplated in this contract.

5.	Compensation

In consideration of the performance by the Employee of his responsibilities and duties as Vice President, Finance hereunder:

	(a)	the Company will pay Employee the sum of US$ 160,000.00 per annum, payable in monthly installments. Such salary may be adjusted annually on the anniversary date of this agreement;

	(b)	the Company will provide a 401K retirement benefit as is available to the other employees of the Company; and,

	(c)	the Company will provide the Employee and his immediate family (consisting of spouse and children) with medical, dental and related coverages as are or may become available to the other employees of the Company;

6.	Expenses

The Company will reimburse the Employee for any and all reasonable and documented expenses actually and necessarily incurred by the Employee in connection with the performance of his duties under this Agreement. The Employee will furnish the Company with an itemized account of his expenses in such form or forms as may reasonably be required by the Company and at such times or intervals that may be required by the Company.

7.	Vacation

The Employee will be entitled to a paid vacation of 20 days within each 12-month period under the terms of this Agreement, to be calculated from the date of commencement of employment set forth in Section 2 herein. This vacation must be taken on dates that do not adversely compromise the Employee’s performance of his duties under this Agreement.

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8.	Termination

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

	(a)	the Employee’s failure to carry out his duties hereunder in a competent and professional manner;

	(b)	the Employee’s appropriation of corporate opportunities for the Employee’s direct or indirect benefit or his failure to disclose any material conflict of interest;

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

	(d)	the existence of cause for termination of the Employee at common law including but not limited to cause related to fraud, dishonesty, illegality, breach of statute or regulation, or gross incompetence;

	(e)	failure on the part of the Employee to disclose material facts concerning his business interests or employment outside of his employment by the Company, provided such facts are, in the opinion of the Company, detrimental to the Employee’s duties hereunder;

	(f)	refusal on the part of the Employee to follow the reasonable and lawful directions of the Company;

	(g)	breach of fiduciary duty to the Company on the part of the Employee; or

	(h)	material breach of this Agreement or gross negligence on the part of the Employee in carrying out his duties under this Agreement.

8.1 In the event of the early termination of the Agreement for any reason set out in Section 8 above, the Employee shall only be entitled to such compensation as would otherwise be payable to the Employee hereunder up to and including such date of termination, as the case may be.

8.2 This Agreement and the Employee's employment may be terminated on notice by the Company to the Employee for any reason other than for the reasons set out in Section 8 above of this Agreement upon one month notice to the Employee. In such event, the Employee will be entitled to payment of salary up to and including such date of termination and the pro-rata monetary equivalent of any unused vacation days earned to the date of termination. Expenses incurred up to and including such date of termination shall be reimbursed only in accordance with Section 6.

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8.3 This Agreement and the Employee's employment may be terminated on notice by the Employee to the Company for any reason upon one month notice to the Company. In such event, the Employee will be entitled to payment of salary up to and including such date of termination and the pro-rata monetary equivalent of any unused vacation days accrued to the date of termination. Expenses incurred up to and including such date of termination shall be reimbursed only in accordance with Section 6.

8.4	In the event that (i) Employee’s employment is terminated either by Company without Cause or by Employee for Good Reason (as defined below), and (ii) a Change of Control (as defined below) has occurred within the twelve (12) month period preceding the date of such termination, the Employee shall be entitled to receive a lump sum payment in an amount equal to eighteen (18) monthly installments of the Employee’s base annual salary as set forth under Section 5(a). Any payments made under this Section 8.4, in all events, will be paid within 60 days of the date of termination. For purposes of this Section 8.4, the Employee shall be considered to have had a termination of employment as of the date that the facts and circumstances indicate that it is reasonably anticipated that the Employee will perform no further services for the Company and its affiliates after such date or that the level of bona fide services for the Company and its affiliates that the Employee is expected to perform is expected to decrease permanently to no more than 20% of the average level of bona fide services that the Employee performed over the immediately preceding 36-month period. Whether the Employee has had a termination of employment will be determined in a manner consistent with the definition of “separation from service” under Code section 409A.

8.5	If this Agreement is terminated in accordance with Section 8.4, the benefits provided to the Employee pursuant to Section 5(c) of this Agreement shall continue for the number of months of compensation the Employee is entitled to following the termination of employment pursuant to Section 8.4 or until the Employee commences alternative employment, whichever occurs first; provided that, if such continued participation is not permissible under applicable law, Company or its successor shall provide Employee with benefits substantially similar to those to which Employee would have been entitled under those plans in which Employee’s continued participation is not permissible. The percentage of the contributions by the Company for the cost of the benefits provided pursuant to this Section 8.5 shall be at the same level as the Company’s contribution for such benefits during the Employee’s employment.

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“Good Reason” shall mean any one of the conditions set forth below, provided that Employee must provide notice to the Company within sixty (60) days of the existence of such condition and the Company will have thirty (30) days from receipt of such notice to remedy the condition. If the condition is not remedied within such 30 day period, the following conditions will constitute “Good Reason”:

	a)	A material diminution in the Employee’s base compensation; or

	b)	A material diminution in the Employee’s authority, duties, or responsibilities; or

	c)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Employee is required to report, including a requirement that an Employee report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation); or

	d)	A material diminution in the budget over which the Employee retains authority; or

	e)	A material change in the geographic location at which the Employee must perform the services.

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

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

	b)	any person or any combination of persons acting jointly or in concert by virtue of an agreement, arrangement, commitment or understanding acquires, directly or indirectly, 50% or more of the voting rights attached to all outstanding voting securities;

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

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

9.	Confidential Information

The Employee agrees to keep the affairs and Confidential Information (as defined below) of the Company strictly confidential and shall not disclose the same to any person, company or firm, directly or indirectly, during or after his employment by the Company except as authorized in writing by the Board. "Confidential Information" includes, without limitation, the following types of information or material, both existing and contemplated, regarding the Company or its parent, affiliated or subsidiary companies: corporate information, including contractual licensing arrangements, plans, strategies, tactics, policies, resolutions, patent, trade-mark and trade name applications; any litigation or negotiations; information concerning suppliers; marketing information, including sales, investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information, including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, including technical drawings and designs; any information relating to any mineral projects in which the Company has an actual or potential interest; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluations. The Employee agrees not to use such information, directly or indirectly, for his own interests, or any interests other than those of the Company, whether or not those interests conflict with the interests of the Company during or after his employment by the Company. The Employee expressly acknowledges and agrees that all information relating to the Company, whether financial, technical or otherwise shall, upon execution of this Agreement and thereafter, as the case may be, be the sole property of the Company, whether arising before or after the execution of this Agreement. The Employee expressly agrees not to divulge any of the foregoing information to any person, partnership, Company or other legal entity or to assist in the disclosure or divulging of any such information, directly or indirectly, except as required by law or as otherwise authorized in writing by the Board. The provisions of this Section 9 and Section 9.1 below shall survive for two years the termination of this Agreement.

9.1 The Employee agrees that all documents of any nature pertaining to the activities of the Company or its related corporate entities, including Confidential Information, in the Employee's possession now or at any time during the Employee's period of employment, are and shall be the property of the Company and that all such documents and copies of them shall be surrendered to the Company when requested by the Company.

9.2 The Company agrees to keep confidential the terms of this Agreement and any disclosures made herein.

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10.

Non-Competition

During the Non-Competition Period (as defined below), the Employee shall not, either individually or in partnership or jointly or in conjunction with any other person, entity or organization, as principal, agent, consultant, lender, contractor, employer, employee, investor, shareholder or in any other manner, directly or indirectly, advise, manage, carry on, establish, control, engage in, invest in, offer financial assistance or services to, or permit the Employee's name or any part thereof to be used by, any business in geothermal resources that is in direct competition with the business of the Company, its parent, affiliated or subsidiary companies, or any business in which the Company, its parent, affiliated or subsidiary companies is engaged. Competition, for purposes of this paragraph, is defined as a 10-mile radius around any and all geothermal properties acquired by the company up to and inclusive of the date of termination. For purposes of this Agreement, “Non-Competition Period” means a period ending twelve (12) months after the end of the termination of this Agreement. The Company agrees to waive this requirement upon request in the event that the Company agrees that an activity will have no significant adverse effect on the Company.

11.

Acknowledgement

The Employee acknowledges that damages would be an insufficient remedy for a breach by him of this Agreement and agrees that the Company may apply for and obtain any relief available to it in a court of law or equity, including injunctive relief, to restrain breach or threat of breach of this Agreement by the Employee or to enforce the covenants contained therein and, in particular, the covenants contained in Sections 9 and 10, in addition to rights the Company may have to damages arising from said breach or threat of breach. The Company acknowledges that in seeking remedy in a court of law or equity, it is not attempting to deny the Employee, if in good faith he is seeking to improve his financial well being. The Company agrees not to seek consequential damages and, in any event, the Company agrees not to seek damages in excess of the amounts paid to the Employee pursuant to this agreement.

12.

Representations and Warranties

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

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

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Employee agrees to indemnify Company and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Employee that, the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment, arrangement or understanding.

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

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

13.

Governing Law

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

14.

Entire Agreement

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

15.

Amendments

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

16.

Assignment

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

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17.

Severability

18.

Headings

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

19.

Time of Essence

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

20.

Independent Legal Advice

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

21.

Notice

	in the case of Company:

	U.S. Geothermal Inc.
	1505 Tyrell Lane
	Boise, Idaho 83706
	Attention: Corporate Secretary
	Fax No.: 208 424 1030

	in the case of Employee:

	Jonathan Zurkoff
	2413 N 25 ^th Street
	Boise, ID 83702

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Phone No: 208-343-8052

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

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

U.S. GEOTHERMAL INC.

By:	/s/ Daniel Kunz
	Authorized Signatory

SIGNED by the Employee in the presence of:

/s/ Nancy Brown		/s/ Jonathan Zurkoff
Witness		Employee



Nancy Brown
Printed Name of Witness

AMENDMENT
TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is effective as of March 31, 2013 (the “Effective Date”), by and between U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Jonathan Zurkoff (“Employee”).

RECITALS

WHEREAS, the Company and Employee entered into an Employment Agreement with a term from December 31, 2010 until March 31, 2013 (the “Agreement”).

WHEREAS, the Company and Employee desire to amend and extend the Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Amendment, the parties hereby agree as follows:

1. Title . Section 1 of the Agreement is hereby amended to reflect that the Employee is employed as the Executive Vice President, Finance.

2. Term . The term of the Agreement as set forth in Section 2 of the Agreement, is hereby extended and will remain in full force and effect until March 31, 2014.

3. Expenses . Section 6 of the Agreement will be amended by the addition of the follow provision at the end of the second sentence thereof:

“and reimbursement by the Company will be made as soon as administratively practicable thereafter but in no event later than the earlier of (i) three (3) months after the date of termination and (ii) and no later than the end of the calendar year in which the expense was incurred.”

4. Termination Payment under Section 8.4 . The second sentence of Section 8.4 of the Agreement is hereby amended and restated as follows: “Any payments made under this Section 8.4, in all events, will be paid on the 30th day following of the date of termination.”

5. Savings Clause . Except as modified by this Amendment, the Agreement shall remain in full force and effect, and is hereby ratified and confirmed in all respects.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Amendment on July 26, 2013.

U.S. Geothermal Inc.
a Delaware corporation

By:	/s/ Dennis J. Gilles
	Name: Dennis J. Gilles
	Title: Chief Executive Officer

SIGNED by the Employee in the presence of:

/s/ Kerry D. Hawkley		/s/ Jonathan Zurkoff
Witness		Jonathan Zurkoff

Kerry D. Hawkley
Printed Name of Witness