Chief Operating Officer Employment Agreement

EXHIBIT 10.22


EMPLOYMENT AGREEMENT


This "Agreement, made this 30th day of November, 2001, but effective as of October 1, 2001, by and between Daleco Resources Corporation, a Delaware corporation together with any and all of its wholly owned subsidiaries with its principal place of business at 120 North Church Street, West Chester, Pennsylvania 19380 ("Company") and Gary J. Novinskie ("Employee").


WITNESSETH:


WHEREAS, the Company desires to employ Employee and Employee desires to be employed by the Company upon the terms and conditions set forth herein; and


WHEREAS, the Employee is presently employed by the Company without the benefit of a written contract; and


WHEREAS, the Employee and Company desire to reduce the terms of Employee's employment with the Company into a written contract.


NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:


1. INCORPORATION BY REFERENCE. The parties hereto incorporate by reference the Witnesseth section as though same were set forth at length herein.


2. EMPLOYMENT.


(a) The Company hereby employs Employee as President and Chief Operating Officer of the Company and as a member of the Board of Directors ("Board") of the Company. Employee shall report directly to the Board and shall perform such duties as are customarily performed by a person holding the position of President and Chief Operating Officer in business similar to those engaged by the Company and shall, in addition, render such other reasonable services as may be assigned to him from time to time by the Board within his scope of experience, training and expertise.


(b) Employee hereby agrees to be employed as President and Chief Operating Officer of the Company for the term hereof as defined below and to serve as a member of the Board for so long as he shall be elected and qualified. Employee agrees that he shall at all times faithfully and to the best of his ability, perform all of the duties that may reasonably be requested of him within his scope of experience, training and expertise pursuant to the terms of this Agreement.


(c) The Company represents and warrants to Employee that this Agreement has been duly and validly authorized and executed by and on behalf of the Company in accordance with its Certificate of Incorporation and Bylaws and that it constitutes the lawful, valid and binding obligation of the Company.


(d) The Employee represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or existing


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obligations, commitments or restraints of any kind that would in anyway hinder or interfere with his acceptance of, or the full performance of, his employment by the Company. When executed, this Agreement will constitute the lawful, valid and biding obligation of Employee.


3. TERM.


(a) Unless earlier terminated in accordance with Paragraph 5 below, this Agreement shall continue for an initial period commencing as of the Effective Date and ending five (5) years from the Effective Date ("Initial Term"). After the expiration of the Initial Term and subject to the termination provisions set forth herein, this Agreement will automatically be extended for successive two (2) year terms, provided that neither party has given written notice to the other of his/its intent not to renew not less than 180 days prior to the respective renewal date.


4. COMPENSATION.


(a) BASE SALARY. During the Employee's employment hereunder, the Company shall pay to the employee an annual base salary of not less than One Hundred Thousand Dollars ($100,000). It is understood and agreed that the Company may, at the sole and exclusive discretion of the Board, increase from time to time the Employee's base salary.


The base salary shall be paid in equal periodic installments in accordance with the Company's salary practices. The base salary payment shall not in any way limit or reduce any other obligation of the Company hereunder,


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and no other compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of the Company to pay Employee's base salary hereunder.


(b) PERFORMANCE BONUS. The Employee shall receive from the Company, on or before June 30, 2002 ("Accrued Performance Bonus Date") a bonus for the Employee's dedication and devotion to the Company over the past five years in the amount of Fifty Thousand Dollars ($50,000) ("Accrued Performance Bonus"). The Accrued Performance Bonus shall be payable fifty percent (50%) in cash by the Company (less applicable deductions) with the remainder in common stock of the Company ("Common Stock"), the number of shares of which to be determined based upon the average closing price for the Common Stock at the close of business for the five (5) trading days immediately preceding the Accrued Performance Bonus Date ("Accrued Performance Stock Purchase Price"). The Common Stock payable to the Employee pursuant to this paragraph shall be fully vested shares without any restrictions on transferability except as otherwise required by law, and provided further that Employee shall not be allowed to transfer the shares received pursuant to this paragraph for a period of one year beginning on the date of his receipt of such shares.


(c) STOCK OPTIONS. At the time of execution of this Agreement, the Employee shall be granted options to purchase Five Hundred Thousand shares (500,000) of Common Stock at a price equal to ninety percent (90%) of the Accrued Performance Stock Purchase Price ("Options").


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The options shall vest in equal installments over the initial term; however, vesting shall be accelerated in the event of Employee's death, disability, involuntary termination without cause (as defined below), or upon a change in control, as defined as the acquisition of forty-one percent (41%) of the issued and outstanding common stock of the Company by any party, without giving effect to future dilution through the exercise of any outstanding options, warrants or the conversion of preferred stock into Common Stock. The Options granted hereunder shall not be exercisable after the earlier of: (i) the expiration of three (3) years from the date the options become vested, or (ii) two (2) years from the date the Employee ceases to be employed by the Company.


(d) EXPENSES. During the term of Employee's employment hereunder, the Employee shall receive reimbursement from the Company for all reasonable expenses incurred by the Employee in the performance of his duties hereunder, including, by way of example and not limitation, travel and living expenses while away from home on business at the request of or in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the standard policies and procedures established, from time to time, by the Company for reimbursement of expenses.


(e)


VACATION. Employee shall be entitled to four (4) weeks of vacation for each twelve (12) months of employment by the Company. It being understood that as of the date hereof, Employee is presently entitled to the full amount of vacation authorized hereunder pursuant to this paragraph. Any


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such vacation shall be taken at such times and in such periods as shall not substantially interfere with Employee's duties required to be rendered by the Employee hereunder.


(f) OTHER BENEFITS. The Employee shall be entitled to participate in the same manner as other officers and directors of the Company in such life insurance, medical, dental, disability, pension, retirement plans and other programs as may be established by the Company and/or the Board, from time to time, for the benefit of its officers and directors, except as provided elsewhere herein, nothing herein shall affect the Company's or Board's right to amend, modify or terminate any retirement or other benefit plan at anytime for any reason.


5. TERMINATION OF EMPLOYMENT. This Agreement and the Employee's employment hereunder may be terminated only under the following circumstances during the term of this Agreement.


(a) TERMINATION BY EMPLOYEE. Employee may terminate his employment with the Company for any reason after September 30, 2003 by giving the Company not less than 180 days notice of his intent to terminate his employment. In the event of the termination of this Agreement by the Employee, the Company shall be required to pay Employee only the amounts due and owing to employee pursuant to this Agreement prorated to the date of Employee's voluntary termination and Employee shall not be entitled to the payments set forth in Paragraph 6(c) below. Notwithstanding the foregoing to the contrary, should the Employee's notice of voluntary t ...