SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Colorado 000-19333 84-1176672
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
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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))
ITEM 3.02 RECENT SALES OF UNREGISTERED SECURITIES
At a meeting of the Board of Directors which was concluded on May 31, 2008, the Company agreed to accept $779,073.85 of 2006 Series A Convertible Notes (principal and interest), representing 100% of its outstanding 2006 Series A Convertible Notes, for conversion into 389,543 shares of the Company's common stock at a conversion price of $2.00 per share. As part of this conversion, Richard Berman, a director of Bion Dairy Corporation, converted $222,624.16 of Series A Convertible Notes into 111,308 shares of common stock.
In addition, the Company agreed to accept $856,735.53 of 2007 Series A Convertible Notes (principal and interest) for conversion into 428,369 shares of the Company's common stock at a conversion price of $2,00 per share. As part of this conversion, Mark Smith, President and a Director of the Company, converted $162,459.92 of 2007 Series A Convertible Notes into 81,230 shares.
Bright Capital, Ltd., which is owned by Dominic Bassani, a senior consultant of the Company, converted $487,967.43 of 2007 Series A Convertible Notes held by its pension plan into 243,984 shares as part of the conversions described above. Bright Capital also converted a deferred compensation note in the amount of $580,318.49 held by its pension plan into 290,160 shares of the Company's common stock, and accepted a 2008 Note in the principal amount of $350,000 in exchange for accrued deferred compensation through May 31, 2008 which note is convertible into the Company's common stock at $2.00 per share. The shares issued will be owned by the Bright Capital Defined Benefit Pension Plan. A copy of the subscription agreement related to Bright Capital's transaction is included in these exhibits.
ITEM 5.02(E) AMENDMENT OF 2006 CONSOLIDATED INCENTIVE PLAN/AMENDMENT OF
OPTION GRANTS AND ISSUANCE OF OPTIONS
The Company's Board of Directors authorized amendment of the 2006 Consolidated Incentive Plan ("Plan") to increase the number of shares available pursuant to the Plan to 4,200,000 from 3,200,000. A copy of the amendment is included in these exhibits.
In addition, effective May 31, 2008, the Company amended certain outstanding options and issued additional options including the following:
James Morris: a) 200,000 existing options were extended to December 31, 2015 and will vest in 8 quarterly tranches over 2 years from the date on which he executes a new employment agreement with a term that runs through a date no earlier than July 1, 2012; and b) 100,000 new options were granted pursuant to the Plan, exercisable at $3.00 per share until July 1, 2012, which options will vest in 8 six-month tranches over a four year period commencing the date on which he executes a new employment agreement with a term that runs through a date no earlier than July 1, 2012.
George Bloom: a) 200,000 existing options were extended to December 31, 2015 and will vest in 8 quarterly tranches over 2 years from the date on which he executes a new employment agreement with a term that runs through a date no earlier than July 1, 2012; and b) 100,000 new options were granted pursuant to the Plan, exercisable at $3.00 per share, exercisable until July 1, 2012 which will vest in 8 six-month tranches over a four year period commencing the date on which he executes a new employment agreement with a term that runs through a date no earlier than July 1, 2012.
Jeremy Rowland: a) 150,000 existing options were reduced to an exercise price of $3.00 per share and will vest in 8 quarterly tranches over 2 years from the date on which he executes an extension to his employment agreement with a term that runs through a date no earlier than July 1, 2012; and b) 50,000 new options were granted pursuant to the Plan: exercisable at $3.00 per share, exercisable until July 1, 2012 which will vest in 8 six- month tranches over a four year period commencing the date on which he executes an extension to his employment agreement with a term that runs through a date no earlier than July 1, 2012.
Jeff Kapell: 50,000 new options were granted pursuant to the Plan at $3.00 per share, exercisable until July 1, 2012 which will vest in 8 six- month tranches over a four year period commencing the date on which he executes an extension to his employment agreement with a term that runs through a date no earlier than July 1, 2012.
David Mager: 153,333 existing options which were extended to December 31, 2015 and will vest in 3 six-month tranches over 18 months (2 tranches of 50,000 and final tranche of 53,333).
Jere Northrop: a) existing options expiring before July 31, 2012 were extended to July 31, 2012; b) 20,000 new options were granted pursuant to the Plan exercisable at $2.50 per share until July 31, 2012; and c) 10,000 new options were granted pursuant to the Plan for service as Director exercisable at $2.50 per share until July 31, 2012.
Jon Northrop: a) existing options expiring before July 31, 2012 were extended to July 31, 2012; and b) 10,000 new options were granted pursuant to the Plan for service as Director exercisable at $2.50 per share until July 31, 2012.
ITEM 8.01 OTHER EVENTS
Mark A. Smith, the Company's president, and the Company entered into an
Extension Agreement which includes: a) the 2007 note conversion described
above; b) exchange of deferred compensation through June 30, 2008 of $179,280
for 89,640 shares at $2.00 per share; c) extension of services of Mr. Smith
to the Bion companies through December 31, 2009; d) grant of a bonus of
$16,000 to Mr. Smith which he utilized to purchase 80,000 warrants ($.20 per
warrant) exercisable at a price of $2.50 per share until July 1, 2012; and,
e) grant to Mr. Smith of 70,000 options to purchase Bion common stock at a
price of $2.50 per share until December 31, 2013 pursuant to Bion's Plan;
and. f) extensions of warrant and option exercise periods for outstanding
warrants and/or options owned by Mr. Smith (and his donees). A copy of the
Extension Agreement is included in these Exhibits.
ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
Exhibit 99.1 - Subscription Agreement from Bright Capital, Ltd.
Exhibit 99.2 - Amendment to 2006 Consolidated Incentive Plan
Exhibit 99.3 - Agreement between the Company and Mark A. Smith dated May 31, 2008.
SIGNATURE
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.
Bion Environmental Technologies, Inc.
Date: June 3, 2008 By: /s/ Mark A. Smith
Mark A. Smith, President
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EXHIBIT 99.1
BION ENVIRONMENTAL TECHNOLOGIES, INC.
SUBSCRIPTION AGREEMENT
TO: Bion Environmental Technologies, Inc.
Ladies and Gentlemen:
1. Subscription for Shares/2008 Note. The undersigned, intending to be legally bound, hereby irrevocably applies to purchase from Bion Environmental Technologies, Inc. (the "Company"), a Colorado corporation:
a) the amount of shares of the Company's Common Stock (the
"Shares") of the Company indicated below at a price of $2.00 per share
payable by exchange of: i) the Company's 2007 Series A Convertible Note
(principal plus accrued interest through May 31, 2008) ('2007Note') and
ii) Brightcap Deferred Compensation Note (principal plus accrued
interest through May 31, 2008) ('BC Note'), and
b) the principal amount of the Company's 2008 Note (convertible at $2.00 per share until June 30, 2008)('2008 Note', form of which is attached hereto as Exhibit A) equal to Bright Capital, Ltd.'s accrued deferred compensation (through May 31, 2008) ('DC') (collectively the 2007 Note, BC Note and DC are the 'Obligations'). This subscription is submitted to the Company in accordance with and subject to the terms and conditions described herein. This Subscription Agreement, including all amendments thereof and supplements, appendices and exhibits thereto, together with the Company's publicly available SEC filings (which the undersigned acknowledges it has reviewed and/or has had the opportunity to review) is herein referred to as the "Offering Document" or "Memorandum". Capitalized items not defined herein shall have the meaning given them in the Offering Document. The signature of the undersigned below constitutes the execution of this Subscription Agreement. (The Shares and 2008 Note are collectively the 'Securities').
2. Amount and Method of Payment and Closing.
The undersigned either encloses herewith the documents representing the Obligations ("Purchase Price") for cancellation by the Company in order to purchase the Securities subscribed for hereunder or authorizes the Company to cancel the Obligations as 'paid in full' by execution of this Subscription Agreement. Payment of the Purchase Price is being made by delivery to the Company of the Obligations and/or authorization of cancellation of the Obligations as 'paid in full'.
3. Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to and agrees with, the Company as follows:
(a) The undersigned understands that an investment in the Securities is available only to "Accredited Investors" as defined in Regulation D. The undersigned represents and warrants to the Company, as the issuer of the securities being offered hereby, that he/she/it is an "Accredited Investor" because the undersigned comes within any one or more of the following categories (please initial each applicable category):
i. _____ Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
ii. _____ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
iii. _____ Any organization described in section 501(c)(3) of the Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
iv. __x___ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
v. __x___ Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;
vi. __x___ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
vii. _____ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); or
viii. _x____ Any entity in which all of the equity owners are accredited investors.
(b) The undersigned understands that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended ("Act"), by virtue of Section 4(2) of the Act and/or the provisions of Regulation D promulgated thereunder and, in accordance therewith, and in furtherance thereof, the undersigned represents and warrants to and agrees with the Company as follows:
(i) The undersigned has received the Offering Document, has carefully reviewed it and the exhibits attached thereto and documents referenced therein, and understands and has relied on the information contained therein and information otherwise provided to the undersigned in writing by the Company relating to this investment. If the undersigned has received the Memorandum electronically, the undersigned hereby accepts receipt of the Memorandum electronically and has the ability to utilize the hyperlinks embedded therein;
(ii) The undersigned understands and acknowledges that all documents, records and books pertaining to this investment (including, without limitation, the Offering Document and the exhibits thereto) have been made available by the Company for inspection by the undersigned's attorney(s), accountant(s) and/or other advisors;
(iii) The undersigned and/or the undersigned's advisor(s) have had a reasonable opportunity to review all publicly available information concerning the Company, including without limitation the Company's Form 10-SB, Form 10-QSB for the period ending March 31, 2008, and Form 10-KSB for the period ended June 30, 2007, and the "risk factors" and Financial Statements and related footnotes included therewith), ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the Company, and hereby acknowledge that all such questions have been answered to the full satisfaction of the undersigned;
(iv) No oral or written representations have been made or oral or written information furnished to the undersigned or the undersigned's advisor(s) in connection with the offering of the Securities, which were in any way inconsistent with the information stated in the Offering Document;
(v) The undersigned is not subscribing for the Securities as a result of any advertisement, article, notice, press release or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or any solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally;
(vi) If the undersigned is a natural person, the undersigned has reached the age of majority in the state in which the undersigned resides, has adequate means of providing for the undersigned's current needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment;
(vii) The undersigned has, or together with the undersigned's advisor(s) has, such knowledge and experience in financial, tax and business matters so as to enable the undersigned to utilize the information made available to the undersigned in connection with the offering of the Securities in order to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto;
(viii) The undersigned is not relying on the Company with respect to the tax and other economic considerations of the undersigned relating to this investment. In regard to such considerations, the undersigned has relied on the advice of, or has consulted with, only the undersigned's own advisors;
(ix) The undersigned is acquiring the Securities solely for the undersigned's own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;
(x) The undersigned will not sell or otherwise transfer the Securities without registration under the Act or an exemption therefrom and fully understands and agrees that the undersigned must bear the economic risk of this purchase for an indefinite period of time because, among other reasons, the Securities have not been registered under the Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under the applicable securities laws of such states or unless an exemption from such registration is available; and
(xi) The undersigned understands that the Company is under no obligation to register the Securities on behalf of the undersigned or to assist the undersigned in complying with any exemption from registration under the Act, except as set forth in the Offering Documents.
(c) The undersigned recognizes that an investment in the Securities involves a number of significant risks, including those set forth under the captions "RISK FACTORS" in the Memorandum and the Company's Form 10-KSB (for year ended June 30, 2007) and Form 10-SB.
(d) If the undersigned is a corporation, partnership, trust or other entity, it is authorized and qualified to purchase the Securities, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.
(e) If the undersigned is a corporation, a partnership or a limited liability company, the person signing this Subscription Agreement on its behalf hereby represents and warrants that the information contained herein completed by any shareholders of such corporation, partners of such partnership or members or managers of such limited liability company is true and correct with respect to such shareholders, partners, members or managers (and if any such shareholder, partner, member or manager is itself a corporation, partnership or limited liability company, with respect to all persons having an interest in such corporation, partnership or limited liability company, whether directly or indirectly) and that the person signing this Subscription Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained herein.
(f) The undersigned represents and warrants that it is the owner of the Obligations and has the authority to enter into this transaction using the Obligations as Purchase Price for the Securities.
4. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and its affiliates and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.
5. Modification. Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.
6. Notices. Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be in writing and delivered in person sent by facsimile transmission or sent by United States Certified, Registered or Express Mail, Federal Express or other private courier, postage prepaid, and return receipt requested in the event of delivery by mail. Notices shall be given when delivered personally, or when sent by facsimile transmission if sent during regular business hours of the recipient and if not, on the next following business day or if mailed, at midnight on the third business day after the date of mailing or if sent by Federal Express or by other private courier on the next following business day.
7. Counterparts. This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.
8. Entire Agreement. This Subscription Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and there are no representations, covenants or other agreements except as stated or referred to herein.
9. Severability. Each provision of this Subscription Agreement is intended to be severable from every other provision, and the invalidity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.
10. Assignability. This Subscription Agreement is not transferable or assignable by the undersigned except as may be provided herein.
11. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York as applied to residents of that state executing contracts wholly to be performed in that state.
12. Principal Amount of Securities Subscribed For. (to be completed by subscriber):
Number of Shares subscribed for:
a) 243,984 Shares for 2007 Note
b) 290,160 Shares for BC Note
c) $350,000 principal amount of 2008 Note for DC
Purchase Price of Shares subscribed for:
a) $487,967.43 from 2007 Note
b) $580,318.49 from BC Note
c) $350,000.00 from DC
a) Bright Capital Limited Defined Benefit Pension Plan
b) Bright Capital Limited Defined Benefit Pension Plan
c) Bright Capital Limited
Name(s) in which the Shares are to be registered
64 Village Hill Drive
Street Address
Dix Hills, New York 11746
City, State and Zip Code
Telephone
_______-_____-_______ and _______-_____-_______ Tax ID Number(s) of Subscriber(s)
Broker/Advisor Name: __________________________________________
Form of joint ownership (if applicable):
Community ___________ Tenants-in-Common ___________ Joint Tenants ___________ |
If the Securities hereby subscribed for are to be owned by more than one person in any manner, the undersigned understands and agrees that all of the co-owners of such Securities must sign this Subscription Agreement in order for this subscription to be accepted.
IN WITNESS WHEREOF, the undersigned represent(s) that the foregoing statements are true and correct and that he/she has (they have) executed this Subscription Agreement this _________ day of May, 2008.
___________________________________ _______________________________ Please Print Name Signature of Subscriber ___________________________________ _______________________________ Please Print Name Signature of Co-Owner Reviewed and Accepted: ___________________________________ _______________________________ Please Print Name Signature of Authorized Representative ___________________________________ _______________________________ Date Title |
EXHIBIT 99.2
AMENDMENT #2 TO 2006 CONSOLIDATED INCENTIVE PLAN ("Plan")
Effective May 31, 2008, at Section 3 (in 2nd paragraph) of the Plan, "3,200,000" shall be amended to read "4,200,000".
EXHIBIT 99.3
AGREEMENT
THIS AGREEMENT is made effective the 31st day of May, 2008 by and between Bion Environmental Technologies, Inc. ('Bion') (collectively Bion, together with the other subsidiaries of Bion, are sometimes referred to as the 'Bion Companies') and Mark A. Smith ('MAS').
WHEREAS MAS owns certain debt obligations of Bion;
WHEREAS Bion owes MAS certain amounts of deferred compensation pursuant to prior agreements;
WHEREAS MAS has been issued/granted certain warrants and options which remain outstanding;
WHEREAS Bion desires that the services of MAS to the Bion Companies continue for an extended period of time on the terms and conditions set forth in this Agreement;
AND WHEREAS MAS desires to provide to the Bion Companies his services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, Bion does hereby agree to engage/employ MAS upon the terms and conditions set forth in the following paragraphs:
1) Term:
a) Existing Term:
The Existing Term of MAS's services to the Bion Companies as an employee pursuant to the agreement of 2007 ('2007 Agreement') runs through December 31, 2008 ('Existing Term') during which Existing Term MAS's services to the Bion Companies shall be the primary employment of MAS as set forth in the following provisions:
i) MAS shall provide his services to the Bion Companies as an employee of Bion.
ii) During the Existing Term, MAS shall continue to serve as Director, President and General Counsel of Bion (and each of the Bion Companies), which positions may be altered as the Bion Companies engage/hire additional senior management personnel and
iii) Bion and MAS will endeavor to hire replacements for MAS on or before September 30, 2008 so that an appropriate transition may take place on or before March 31, 2009.
b) Extended Term:
MAS shall continue his service to Bion through 2009; with a target date commencing January 1, 2009, but no later than March 31, 2009, MAS shall no longer hold his corporate positions with Bion but shall continue to be available to Bion on an 'as needed' consulting basis (not more than 1/2 time) through calendar year 2009 for the same monthly 'cash' compensation he currently receives pursuant to the 2007 Agreement which shall continue in full force and effect as to such provisions.
2) 2007 Series A Notes and Deferred Compensation.
a) MAS agrees, effective May 31, 2008, to exchange his 2007 Series A Convertible Note (principal and interest of $162,459.92 at said date) into 81,230 shares of Bion's restricted common stock at a price of $2.00 per share. See Exhibit A hereto.
b) As to compensation due MAS from Bion through June 30, 2008 (including accrued deferred compensation) totaling $179,280 owed to MAS by Bion, MAS agrees to accept 89,640 shares of Bion's restricted common stock at a price of $2.00 per share. Appropriate withholding taxes, etc. shall be paid by Bion and netted against sums accrued by MAS commencing July 1, 2008. See Exhibit A hereto.
c) Bion shall continue to reimburse MAS for expenses, including health insurance premiums for his family, on a regular basis as prior to this extension.
d) Bion shall purchase, or reimburse MAS for the expense of, health insurance through a date 6 months after the end of the Extended Term ends on December 31, 2009.
e) Bion shall pay MAS a bonus of $16,000 which bonus shall be utilized by MAS to purchase 80,000 warrants to purchase Bion common stock at an exercise price of $2.50 per share until July 1, 2012 at a purchase price of $.20 per warrant.
3) Warrants and Options:
a) Bion shall grant MAS 70,000 options pursuant to its 2006 Consolidated Incentive Plan ('Plan') which options shall be exercisable at $2.50 per share until December 31, 2013 and which options shall immediately vest;
b) Once a replacement for MAS has been hired, the Company shall grant MAS such bonuses as the Board deems appropriate in light of MAS's service to Bion since 1992, which bonuses may consist of cash, common stock, contingent stock bonuses and/or options pursuant to its Plan, warrants and/or other securities of the Company.
c) Bion agrees to file (and process to effectiveness) a registration statement for the shares underlying exercise of the warrants originally issued to MAS for the benefit of MAS (and his donees) at Bion's sole expense within 30 days after written request by MAS at any date after January 15, 2009
d) Bion agrees to extend existing Class SVMAS-1 and SVMAS-2 warrants originally issued to MAS (and now owned by his donees) to December 31, 2011.
e) Bion agrees to extend the term of outstanding options granted to MAS pursuant to Bion's 2006 Consolidated Incentive Plan which expire prior to January 15, 2012 until January 15, 2012; additionally, Bion hereby waives any provisions in the Plan and all option grants to MAS under the Plan which would shorten the term of such options/bonuses due to the termination of MAS's employment and/or consulting services to Bion.
4) Confidentiality/Proprietary Information:
MAS will abide by the terms and provisions of existing confidentiality/proprietary information agreements and shall execute and abide by the terms and provisions of any additional Confidentiality/Proprietary Information Agreement reasonably requested by Bion.
5) Miscellaneous:
a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and any person acquiring, whether by merger, consolidation, liquidation, purchase of assets or otherwise, all or substantially all of a party's equity or assets and business.
b) It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings connected herewith be construed in accordance with and pursuant to the laws of the State of Colorado and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Colorado shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.
c) Any claim or controversy, which arises out of or relates to this Agreement, or breach of it, shall be settled by arbitration.
d) Should any party hereto waive breach of any provision of this Agreement, that waiver shall not operate or be construed as a waiver of any further breach of this Agreement.
e) In the event that any one or more of the provisions of this Agreement or any portions there under is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
f) This Agreement shall constitute the entire agreement between the parties hereto oral modifications of the Agreement shall have no effect. This Agreement may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
Bion Environmental Technologies, Inc.
By: ____________________________