VYEY Victory Oilfield Tech Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 26, 2024 (December 15, 2024)

 

Victory Clean Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		002-76219-NY		87-0564472
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

14425 Falcon Head Blvd., Bldg E, Suite 100, Austin, Texas		78738
(Address of principal executive offices)		(Zip Code)

 

(512) 347-7300

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02.

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

 

Resignation of James W. McGinley

On December 15, 2024, James W. McGinley resigned from the Board of directors and as Chief Executive Officer. The resignation was pursuant to an agreement whereby Mr. McGinley intends to pursue other business opportunities. The agreement is attached as Exhibit 10.1 to this Current Report on for 8-K.

 

A replacement has not been appointed. In the interim the Executive Chairman, Christopher Headrick will act as principal executive officer.

 

Resignation of Don Turner

On December 15, 2024, Don Turner resigned as Chief Operating Officer. The resignation was pursuant to an agreement whereby Mr. Turner intends to pursue other business opportunities. The agreement is attached as Exhibit 10.1 to this Current Report on for 8-K.

 

Employment Agreement with Neil Goulden

On December 15, 2024, Neil Gouldens’ employment agreement was replaced with a new agreement. Mr. Goulden is currently a director and Chief Administrative Officer. The new agreement is pursuant to the agreement referenced and filed as Exhibit 10.1 to this Current Report on for 8-K.

 

The new agreement provides a one-year term with a base annual salary of $100,000. The agreement also provides a termination penalty clause of $1,000,000 which decreases by 1/12^th per month to $0 at the end of the term.

 

The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Employment Agreement with Paul Powers

On December 15, 2024, Paul Powers’ employment agreement was replaced with a new agreement. Mr. Powers is currently Chief Development Officer. The new agreement is pursuant to the agreement referenced and filed as Exhibit 10.1 to this Current Report on for 8-K.

 

The new agreement provides a one-year term with a base annual salary of $100,000.

 

The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01       Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description of Exhibit
10.1		Settlement Agreement signed on December 15, 2024 (dated December 13, 2024) between Victory Clean Energy, Inc., H2 Energy Group, Inc., James W. McGinley, Don Turner, Neil L. Goulden, and Paul Powers.
10.2		Employment Agreement signed on December 15, 2024 (dated December 12, 2024) between Victory Clean Energy Inc. and Neil L. Goulden.
10.3		Employment Agreement signed on December 15, 2024 (dated December 13, 2024) between Victory Clean Energy Inc. and Don Turner.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

			Victory Clean Energy, Inc.
Date: December 26, 2024
			/s/ Christopher Headrick
			Christopher Headrick
			Executive Chairman

 

 

 

Exhibit 10.1

 

 

SETTLEMENT and RELEASE AGREEMENT

 

This Settlement and Release Agreement (this “Agreement”) dated as of December 13, 2024, by and among Victory Clean Energy, Inc. a Nevada Corporation (“Victory”), its wholly owned subsidiary H2 Energy Group, Inc. (“H2EG”), James W. McGinley (“McGinley”), an individual residing at 710 Dunbarton Dr. Inverness, IL 60010, Don Turner (“Turner”), an individual residing at XXX, Neil L. Goulden (“Goulden”), an individual residing at XXX the current Chief Administrative Officer of Victory and H2EG and a current director of Victory and H2EG and Paul Powers (“Powers”), an individual residing at XXX, is entered into on the date indicated above. Victory, H2EG, McGinley, Turner, Goulden and Powers are each hereinafter individually referred to as a “Party” to this Agreement and collectively are hereinafter referred to as “Parties” to this Agreement. 

WHEREAS, McGinley, Turner, Goulden and Powers (each, an “Employment Agreement Party” and collectively the Employment Agreement Parties”) are parties to those certain employment agreements by and between each Employment Agreement Party and H2EG, (the “Employment Agreements”);

WHEREAS, the Employment Agreements contain provisions circumscribing certain non- competition and non-solicitation activities of each Employment Agreement Party; 

WHEREAS, McGinley and Turner intend to voluntarily resign pursuant to the terms and conditions contained herein;

WHEREAS, the Employment Agreement Parties requested, and Victory agrees, pursuant to the terms and conditions contained herein, to mutually release each other from all claims to permit them to service certain Victory customers (“Customers”) utilizing an Alternate Technology (hereinafter defined); 

WHEREAS, in an attempt to resolve completely, fully, and finally resolve any and all issues between and among the Parties to this Agreement, to finalize the voluntary resignation of McGinley and Turner and to permit the renegotiation of the Powers Employment Agreement the Parties are entering into this Agreement;

NOW THEREFORE, in consideration for the mutual promises and benefits contained herein, the sufficiency of which is hereby acknowledged, the parties hereby expressly agree as follows:

1.          Incorporation of Recitals. The recitals set forth above are hereby incorporated herein by this reference to the same effect as if the recitals were set forth herein verbatim. 

2.          Effective Date. Except as otherwise provided herein, this Agreement shall be effective on the date that this Agreement is executed and delivered by all of the Parties to this Agreement (the “Effective Date”).

3.          Resignation of McGinley. McGinley hereby voluntarily resigns his position as Chief Executive Officer and as a Director of the Board of Directors of Victory and of H2EG.

 

4.          Resignation of Turner. Turner hereby voluntarily resigns his position as Chief Operating Officer.

5.          Renegotiation of the Powers Employment Contract. Powers and H2EG are parties to that certain Founders Employment Agreement dated as of July 22, 2021, and as amended from time to time (the “Powers Employment Agreement”). Powers hereby voluntarily resigns his position as Chief Business Development Officer of Victory and of H2EG and the Powers Employment Agreement is hereby terminated. Powers and Victory have agreed to renegotiate the Powers Employment Agreement and enter a new employment agreement of even date herewith in the form attached hereto as Exhibit 1 (the “New Powers Employment Agreement”).

6.          Renegotiation of the Goulden Employment Contract. Goulden and Victory are parties to that certain Founders Employment Agreement dated as of July 22, 2020 and as amended from time to time (the “Goulden Employment Agreement”). Goulden hereby voluntarily resigns his position as Chief Administrative Officer of Victory and of H2EG and the Goulden Employment Agreement is hereby terminated. Goulden and Victory have agreed to renegotiate the Goulden Employment Agreement and enter a new employment agreement of even date herewith in the form attached hereto as Exhibit 2 (the “New Goulden Employment Agreement”). Goulden and Victory further agree that Goulden will maintain his position as a director on Victory’s Board of Directors (the “Victory Board”) until such time as a majority independent board of directors is appointed by the current Victory Board, at which time, Goulden shall retain observations rights for all Victory Board of Directors meetings, discussions and actions. 

7.          RREDCO/Red Bluff Capital Appreciation Right. In the event any entity controlled by or related to any of the Employment Agreement Parties owns or operates an entity that develops a green hydrogen production facility at 375 Kimball Rd, Red Bluff, CA 96080 (the “RREDCO Executing Entity”) using any technology other than the technology for which Victory maintains an exclusive license (an “Alternate Technology”) that executes the production of green hydrogen for or on behalf RREDCO/Red Bluff then Victory shall receive (i) a Capital Appreciation Right in the RREDCO Executing Entity equivalent to thirty-five percent (35%) of the value of such RREDCO Executing Entity upon sale or disposition of such entity (the “Red Bluff CAR”), and (ii) a contractual right to thirty-five percent (35%) of the annual net income (pursuant to GAAP) generated by the RREDCO Executing Entity (the “Red Bluff Net Income Right”). Reference is hereby made to that certain Flagstaff Settlement Agreement dated as of even date herewith (the “Flagstaff Settlement Agreement”). In the event Flagstaff, as that term is defined in the Flagstaff Settlement Agreement, or its Assignee thereunder, defaults, at any time, on any of its obligations under the Flagstaff Settlement Agreement then the provisions of this paragraph 7 shall no longer be applicable, and Victory shall not receive the Red Bluff CAR or the Red Bluff Net Income Right. 

8.          Palm Springs Energy Plaza Capital Appreciation Right. In the event any entity controlled by or related to any of the Employment Agreement Parties owns or operates an entity (the “Palm Springs Executing Entity”) that executes the production of green hydrogen for or on behalf the Palm Springs Energy Plaza using an Alternate Technology, then Victory shall receive

(i) a Capital Appreciation Right in the Palm Springs Executing Entity equivalent to thirty-five percent (35%) of the value of such Palm Springs Executing Entity upon sale or disposition of such entity (the “Palm Springs CAR”), and (ii) a contractual right to thirty-five percent (35%) of the annual net income (pursuant to GAAP) generated by the Palm Springs Executing Entity (the “Palm Springs Net Income Right”). In the event Flagstaff, as that term is defined in the Flagstaff Settlement Agreement, or its Assignee thereunder, defaults, at any time, on any of its obligations under the Flagstaff Settlement Agreement then the provisions of this paragraph 8 shall no longer be applicable, and Victory shall not receive the Palm Springs CAR or the Palm Springs Net Income Right.

 

9.   Releases. The Employment Agreement Parties, for themselves and each of their respective past, present and future affiliated corporations or other entities, affiliates, agents, employees, attorneys, insurers, sureties, predecessors, successors, assigns, parent, subsidiary and, heirs, legatees, relatives, spouse, executors, successors, assigns and administrators of each of McGinley, Turner, Goulden and Powers (collectively, the “Employment Agreement Party Releasors”), fully and forever releases and discharges Victory and H2EG and each of their current, former and future subsidiaries, affiliates, related entities, employee benefit plans, and each of its and their fiduciaries, predecessors, successors, , members, agents, and assigns (collectively, the “Victory and H2EG Releasees”), with respect to any and all claims, liabilities and causes of action, of every nature, kind and description, in law, equity or otherwise, which have arisen, occurred or existed at any time before the signing of this Settlement and Release Agreement.

Victory and H2EG and each of its current, former and future subsidiaries, affiliates, related entities, employee benefit plans, and each of its and their fiduciaries, predecessors, successors, officers, directors, , agents, employees and assigns (the “Victory and H2EG Releasors”), fully and forever releases and discharges The Employment Agreement Parties and each of their respective past, present and future affiliated corporations or other entities, affiliates, agents, employees, attorneys, insurers, sureties, predecessors, successors, assigns, parent, subsidiary and, heirs, legatees, relatives, spouse, executors, successors, assigns and administrators of each of McGinley, Turner, Goulden and Powers (collectively, “The Employment Agreement Parties Releasees”), with respect to any and all claims, liabilities and causes of action, of every nature, kind and description, in law, equity or otherwise, which have arisen, occurred or existed at any time before the signing of this Settlement and Release Agreement including, but not limited to (i) the provisions of each Employment Agreement titled or in any way related to Non-Competition or Non-Solicitation or doing business with competitors, customers, prospective customers or employees of the Victory H2EG Releasors and (ii) each and every action, cause of action, lawsuit, charge, claim, right, liability, or demand in any way related to non-compete, non-solicitation and any other restrictions under the Employment Agreements and common law related to doing business with competitors, customers, prospective customers or employees of the Victory and H2EG Releasors, including, but not limited to causes of action in any way related to usurpation of any corporate opportunities, tortious interference with contractual relations. This waiver, release, and discharge further includes, but is not limited to, any and all issues or matters relating to or arising from in any way any activities that the Employment Agreement Parties or any of them, undertook, purportedly were required to undertake, or failed to undertake on behalf of the Victory or H2EG.

10.  Release Applies To All Claims. The Employment Agreement Parties Releasors expressly agree and understands that the release given by them pursuant to this Settlement and Release Agreement applies to all unknown, unsuspected, and unanticipated claims, liabilities, and causes of action which it may have against the Victory and H2EG Releasees, and this release shall be fully effective even in the event that the parties hereafter discover facts in addition to, or different from, those which they/he/it (or any of them) now know or believe to be true.

 

The Victory and H2EG Releasors expressly agree and understand that the release given by them pursuant to this Settlement and Release Agreement applies to all unknown, unsuspected, and unanticipated claims, liabilities, and causes of action which it may have against The Employment Agreement Parties Releasees, and this release shall be fully effective even in the event that the parties hereafter discover facts in addition to, or different from, those which they/he/it (or any of them) now know or believe to be true. 

11.  Representations and Warranties. Each of the Parties hereto hereby represent and warrant that they have not assigned or transferred, in whole or in part, any claim and/or right to any other person, firm, corporation, or other entity, in any manner, including but not limited to assignment or transfer by subrogation or by operation of law, which could be construed as being covered by the claims and/or rights released above.

12.    Covenant Not to Sue. The Parties hereto hereby agree never to institute, directly or indirectly, any action or proceeding of any kind, whether in court, arbitration or otherwise, on behalf of themselves, and their agents, servants, representatives, attorneys, parents, subsidiaries, and affiliates, and each of them, against any other Party hereto with respect to any claims released herein.

13.    Confidentiality. Each and every Party to this Agreement expressly acknowledges, understands, and agrees that the terms and conditions of this Agreement, and transactions and occurrences relating thereto, shall remain confidential and shall not be disclosed to persons or entities not parties to this Agreement, except as expressly contemplated herein or (i) to any person who is a member, officer, director, employee, lawyer, spouse, or agent of a party hereto, who shall also be advised by any disclosing party that a breach by them will constitute a breach by the disclosing party; (ii) in any proceeding to enforce the terms of this Agreement, but in such case only after requesting that the court or other applicable tribunal enter a confidentiality order protecting disclosure of this Agreement; (iii) to any person if all Parties consent in writing; or (iv) if required by law, rule, subpoena, regulation or an order by a court of competent jurisdiction. The Parties acknowledge, agree, and understand that this is a material term of this Agreement. Should any Party be served with a subpoena seeking disclosure of the terms of this Agreement that Party shall either file a motion to quash the subpoena and/or provide immediate notice to all other Parties in order to give them with an opportunity to file the appropriate motion. Notice of any subpoena shall be provided by e-mail and mail to all Parties to this Agreement within two (2) business days of receipt.

14.    Notices. For the purposes of any notices, notice will be provided by e-mail to the following persons and the following addresses. 

Victory Clean Energy, Inc. to David Voyticky at d.voyticky@h2eg.com

H2 Energy Group, Inc. to David Voyticky at d.voyticky@h2eg.com James W. McGinley at jamesmcginley.exec@gmail.com

Don Turner at don@turnerworld.com

Neil L. Goulden at ngoulden3@comcast.net

Paul Powers at ppowersins@gmail.com

 

 

15.    No Disparagement. Each and every Party to this Agreement and each of their shareholders, officers, directors, agents, successors and assigns expressly acknowledge, understand, and agree not to, directly or indirectly, defame the reputation, character, or image of any other Party to this Agreement through any means of any type of communication. Notwithstanding the foregoing, nothing in this Agreement shall preclude a party from making truthful statements that are required by applicable law, regulation, or legal process.

16.  No Admission. Each and every Party to this Agreement acknowledges, agrees, and understands that nothing in this Agreement shall constitute an admission by any Party to this Agreement of any wrongdoing, fault, or liability of any kind or type, and each Party to this Agreement agrees to be forever barred from attempting to introduce this Agreement, or any portion of it, in any proceeding of any kind or type, including any arbitration, to establish that any Party has made any admission of any kind of wrongdoing, fault, or liability. 

17.

Choice of Law. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.

 

18.

Submission to Jurisdiction; Arbitration.

 

a.                   Arbitration. Submission of Disputes to Arbitration. If any dispute or difference of any kind whatsoever shall arise between the parties hereto in connection with, or arising out of, or relating to this Agreement or the breach, termination or validity hereof either party may submit the dispute to arbitration in accordance with this paragraph 18. The arbitration shall be conducted in accordance with the JAMS Arbitration Rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties hereto. The arbitration shall take place in Tampa, FL or any other location mutually agreed to by the parties. The arbitration shall be conducted in the English language. In resolving any Dispute the arbitrators shall apply the substantive laws of the State of Delaware.

 

b.                  Selection of Arbitrators. The arbitration shall be conducted by three JAMS arbitrators, one to be appointed by the Sellers; the second, by the Buyer; and the third, by the two arbitrators appointed by the Sellers and the Buyer, in accordance with the following procedure. JAMS shall provide arbitrators with a background in securities law. The party initiating arbitration (the "Claimant") shall appoint its arbitrator in its request for arbitration (the "Request for Arbitration"). The other party (the "Respondent") shall appoint its arbitrator within seven (7) days of receipt of the Request for Arbitration and shall notify the Claimant of such appointment in writing. If the Respondent fails to appoint an arbitrator within such 7-day period, JAMS shall appoint an arbitrator on its behalf in accordance with the JAMS Arbitration Rules, which arbitrator shall be deemed appointed by Respondent. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within seven (7) days after the Respondent has notified Claimant of the appointment of the Respondent's arbitrator. When the arbitrators appointed by the Claimant and the Respondent have appointed a third arbitrator and the third arbitrator has accepted the appointment, the two arbitrators shall promptly notify the parties of the appointment of the third arbitrator. If the two arbitrators appointed by the parties fail or are unable so to appoint a third arbitrator or so to notify the parties within such second 7- day period, or if the parties agree to use a sole arbitrator then the appointment of the third arbitrator or the sole arbitrator as the case may be, shall be made by JAMS, which shall promptly notify the parties of such appointment. The third arbitrator shall act as chairman of any three arbitrator panel.

 

 

c.                      Arbitral Award. The arbitral award shall be in writing and, unless all the parties agree otherwise, shall state the reasons upon which it is based. The award shall be final and binding on the parties. The award shall not include an award of attorney’s fees and expenses or costs of the arbitration. Judgment upon the award may be entered and enforced by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.

 

19.

Binding on Heirs. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement and the covenants set forth herein shall inure to the benefit of, and shall be binding upon, the successors, assigns and heirs of each and every Party to this Agreement.

 

20.

Reliance. Each and every party to this Agreement acknowledges and represents that each have relied solely upon facts obtained from their investigation in executing this Agreement and that neither has relied upon any statement or representation of any nature from the other party or the other party’s counsel or representatives, except for any representations expressly made herein.

 

21.

Jointly Drafted. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement shall be deemed to have been drafted jointly by the parties and accordingly, any rule pertaining to the construction of contracts to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement or of any modifications of or amendments to this Agreement.

 

22.

Independent Construction. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement, and each and every one of its provisions is intended to be interpreted and construed in a manner to make such provisions valid, legal, and enforceable. To the extent that any paragraph, or portion thereof, of this Agreement shall be deemed by a court or arbitrator to be illegal or unenforceable, such paragraph, or portion thereof, shall be deemed modified, restricted, or omitted only to the extent necessary to make this Agreement enforceable and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

 

23.

Sole Agreement. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement contains the complete and entire understanding between and among the Parties, and expressly supersedes any and all prior and contemporaneous agreements and understandings between the Parties of any kind, including but not limited to prior verbal or written promises, assurances, representations, or agreement, relating in any way to the subject matter of this Agreement, and that they take the actions specified in this Agreement as a fully binding and complete settlement between and among the Parties with respect to the matters addressed herein.

 

 

 

24.

Amendment. Each and every Party to this Agreement acknowledges, agrees, and understands that this Agreement may only be modified or amended by a written instrument signed by each and every Party to this Agreement, or by its/his duly authorized representative.

 

25.

Authorization. Each and every Party to this Agreement represents and warrants that it is authorized to enter into this Agreement and to perform all promises, undertakings and obligations contemplated and required by this Agreement.

 

[signatures on following page]

 

 

IN WITNESS WHEREOF, each and every Party to this Agreement acknowledges that it/he has freely and voluntarily entered into it and have executed and delivered this Agreement on the date set forth above. 

VICTORY CLEAN ENERGY, INC.

 

By: /s/ Christopher L. Headrick

Christopher L. Headrick

Executive Chairman

 

H2 ENERGY GROUP, INC.

 

By: /s/ Christopher L. Headrick

Christopher L. Headrick

Executive Chairman

 

DISINTERESTED DIRECTORS OF VICTORY CLEAN ENERGY, INC.

 

/s/ David Voyticky	/s/ Kevin DeLeon	/s/ Christopher L. Headrick
David Voyticky	Kevin DeLeon	Christopher L. Headrick

 

/s/ James W. McGinley
JAMES W. MCGINLEY, individually

 

/s/ Don Turner
DON TURNER, individually

/s/ Neil L. Goulden
NEIL L. GOULDEN, individually

/s/ Paul Powers
PAUL POWERS, individually

 

 

 

 

Exhibit 10.2

 

 

EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is effective the 12th day of December 2024 (the “Effective Date”), by and between Victory Clean Energy, Inc., a Nevada corporation (hereinafter, the "Company"), and Neil L. Goulden, an individual with an address of XXX (hereinafter, the "Executive").

 

BACKGROUND

 

1.

The Company has determined that the Executive shall be employed as its Chief Administrative Officer.

 

2.

Company wishes to employ the Executive on the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, Company and Executive agree as follows:

 

1.

EMPLOYMENT.

 

Company hereby agrees to employ Executive as its Chief Administrative Officer and the Executive hereby accepts employment by Company as its Chief Administrative Officer for the period and upon the terms and conditions specified in this Agreement.

 

2.

OFFICE AND DUTIES.

 

(a)

Executive shall serve Company generally as:

 

(i)       Chief Administrative Officer of the Company. Executive shall have the duties, authority and responsibilities consistent with the duties, authority and responsibilities typically performed by persons serving in such capacities of businesses of similar size. In such capacities, Executive shall report directly to the Company's Chief Executive Officer (the "CEO").

 

(ii)     The Chief Administrative Officer shall:

1.

Lead administrative operations of the Company,

2.

Establish systems, develop policies/procedures for and oversee human resources, accounting/finance, marketing, legal, research and development and information technology departments.

3.

Hire, with Board consent, and work closely with senior managers of those departments to develop annual budgets and business plans that will contribute to the Company's Annual Budget, ensure project implementation and address performance and underperformance within each department.

4.

Assist in the development of business strategies for each department.

5.

Be included in all management discussions regarding SEC filings,

6.

Have access to board minutes and other corporate records,

7.

Have access to workpapers for financial statements,

8.

Have direct access to auditors,

9.

Have direct access to Company’s SEC counsel,

10.

Assist the Company’s Controller with control of accounts payable, payroll, journal entries and cash management.

 

(b)      So long as Executive shall remain an Executive of Company, Executive agrees to devote his best efforts to the performance of his duties hereunder. Notwithstanding the foregoing, Executive may engage in professional compensated activities, including but not limited to charitable, civic, fraternal, professional association and any other businesses or industries whatsoever and may manage personal investments.

 

(c)      The principal place of employment of Executive shall be Sanibel, Florida, provided, however, the Executive may work remotely from any location.

(d)      It is understood however and agreed that Executive may be required in connection with the performance of his duties to travel from time to time. When required to travel to and/or spend time at such other locations, Executive's reasonable travel expenses shall be reimbursed by Company, upon submittal of vouchers in accordance with the general reimbursement policies of Company, or at Executive's request, he shall be entitled to receive reasonable advances of such travel expenses.

 

3.

TERM.

 

The term of employment ("Term of Employment") of Executive pursuant to this Agreement shall be one (1) year.

 

4.

COMPENSATION.

 

For all of the service rendered by Executive to Company, Executive shall receive base Compensation at the gross annual rate (without regard to authorized or legally required deductions and withholdings) of $100,000 annual salary base (“Base Salary”) payable monthly on or before the fifth day of each month, so long as there are sufficient funds in the Company’s accounts to pay such compensation when due.

 

5.

CHANGE IN OWNERSHIP OR RESIGNATION FOR GOOD CAUSE

 

Should the Company have a change in ownership by virtue of a merger or acquisition, whereby the net effect is a change in Executive's title, responsibilities, job location or pay structure of the Executive’s position herein, Executive has the option to accept such change or elect to not accept such changes and resign from the Company.

 

6.

FRINGE BENEFITS.

 

Executive shall be entitled to the benefits (the “Fringe Benefits”) set forth below during the Term of Employment:

 

(a) Executive shall have the opportunity to participate in Company's benefit plans on the same basis as other Executive, including but not limited to: (i) family health insurance from a Blue Cross Blue Shield affiliate PPO plan; (ii) term policy life insurance policy; (iii) accident insurance; (iv) fully paid up 100% replacement disability insurance, short term and long term; (v) paid time off including vacation, (six weeks annually), sick (7 days annually), and personal time, (3 days annually, and (vi) profit sharing, 401(k), pension and other retirement plans.

 

7.

DISABILITY.

 

If Executive suffers a Disability (as defined below), Company may terminate this Agreement at any time thereafter by giving Executive thirty (30) days written notice of termination. "Disability" shall mean Executive's inability for a period of one hundred eighty (180) consecutive days, to perform the essential duties of Member's position, with any reasonable accommodation required by law, due to a mental or physical impairment which substantially limits one or more major life activities.

 

8.

DEATH.

 

If Executive dies during the Term of Employment, the Term of Employment and Executive's employment with Company shall terminate as of the date of death.

 

9.

TERMINATION FOR CAUSE.

 

(a)

Company may terminate Executive's employment relationship with Company at any time for Cause in the manner set forth below.

 

"Cause" shall mean:

 

(i)

Executive's willful misconduct in the performance of his duties and responsibilities hereunder or Executive's material neglect, refusal or failure to perform his employment duties and responsibilities on more than one occasion, other than for reasons of sickness, accident or similar causes beyond Executive's control; or

(b)

If Company believes that an event constituting Cause has occurred, Company must give Executive written notice of its intention to terminate this Agreement for Cause. The preceding sentence notwithstanding, Executive's employment shall not be deemed to have been terminated for Cause unless (i) Company has given or delivered to Executive reasonable notice setting forth the reasons for Company's intention to terminate Member's employment for Cause; (ii) if the written notice is of an event constituting cause as defined herein and if and only if the event is capable of being cured, Member shall have thirty (30) days following actual receipt of such notice in which to cure; (iii) Executive shall have been given a reasonable opportunity at any time during the 30- day period after Executive's receipt of such notice, for Executive, together with Executive's counsel, to be heard before the Board of Directors of Company; and (iv) if such a Board hearing occurs, a second written notice from Company stating that, in the good faith opinion of not less than a majority (51%) of the entire membership of the Board, Member was guilty of the conduct giving rise to termination for Cause as defined herein. In the event Executive's employment is terminated by Company for Cause, Executive shall be entitled to:

 

(i)

Unpaid Base Compensation earned at the rate in effect at the time of Executive's termination through the date of termination of Executive's employment agreement;

 

(ii)

any performance or special incentive bonus earned to the date of employment termination but not yet paid; and

 

(iii)

reimbursement for expenses incurred but not yet reimbursed by Company.

 

10.

RESIGNATION FOR GOOD REASON or TERMINATION WITHOUT CAUSE.

 

In the event Executive resigns and terminates his employment relationship with the Company for Good Reason (hereinafter defined) upon ten (10) days prior written notice by Executive to Company or in the event the Company terminates Executive’s employment with the Company without Cause, the Company shall pay the Executive the sum of one million and 00/100s dollars ($1,000,000.00), which amount shall be reduced by one twelfth (1/12th or $83,333.33) for each month of the Executive’s employment hereunder before any such resignation or termination, on or before the fifth (5th) business day after such resignation for Good Reason or termination without cause. “Good Reason” shall mean any m a t e r i a l change in Executive's title or responsibilities. Job location or pay structure of the Executive’s position or the Executive’s termination for any reason other than those described as “cause” in paragraph 9(a) herein. Transfer of responsibilities to new executives designated by the independent board, with the consent of Executive during the Term of Employment shall not be “Good Reason” for the purpose of clarity, a CFO, Chief Compliance Officer or other such executive role. Notice of intent to terminate for “Good Cause” shall include the reason and the Company shall have the notice period to cure.

 

 

11.

COMPANY PROPERTY.

 

All advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, computer programs, software, customer information and records, business records, price lists or information, samples, or any other materials or data of any kind furnished to Executive by Company or developed by Executive on behalf of Company or at Company's direction or for Company's use or otherwise in connection with Executive's employment hereunder, are and shall remain the sole property of Company, including in each case all copies thereof in any medium, including computer tapes and other forms of information storage. If Company requests the return of such materials at any time at or after the termination of Executive's employment, Member shall deliver all copies of the same to Company immediately.

 

12.

INDEMNIFICATION.

 

(a)

Company shall indemnify Executive to the fullest extent permitted by Nevada law in effect on the date hereof against all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in settlement) reasonably incurred by Member in connection with a Proceeding. For the purposes of this Section 12, a "Proceeding" shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Member is made, or is threatened to be made, a party to, or a witness in, such action, suit or proceeding by reason of the fact that he is or was an officer, director or Executive of Company or is or was serving as an officer, director, member, Executive, trustee or agent of any other entity at the request of Company.

 

(b)

Company shall advance to Executive all reasonable costs and expenses incurred in connection with a Proceeding within 10 days after receipt by Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by Executive to repay the amount of such advance if ultimately it shall be determined that he is not entitled to be indemnified against such costs and expenses.

 

(c)

If Executive in fact meets the applicable standard of conduct, he shall be entitled to indemnification whether or not Company (whether by the Board, independent legal counsel or other party) determines that indemnification is proper because he has met such applicable standard of conduct. Neither the failure of Company to have made such a determination prior to the commencement by Executive of any suit or arbitration proceeding seeking indemnification, nor a determination by Company that Executive has not met such applicable standard of conduct, shall create a presumption that Member has not met the applicable standard of conduct.

 

(d)

Company shall not settle any Proceeding or claim in any manner which would impose on Executive any penalty or limitation without Member's prior written consent. Neither Company nor Executive will withhold consent to any proposed settlement unreasonably.

 

(e)

Company shall maintain a policy of directors’ and officers’ liability insurance in a reasonable amount of coverage.

 

13.

NO MITIGATION: NO OFFSET.

 

In the event of any termination of Executive's employment under this Agreement, Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

 

14.

MISCELLANEOUS.

 

(a)

INDULGENCES. ETC. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

 

(b)

CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Nevada, notwithstanding any conflict- of-laws doctrines of such jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

 

(c)

NOTICES. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered (personally, by recognized national courier service, or by other messenger, for delivery to the intended addressee) or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

If to Executive:

XXX

Attention:

Neil Goulden

XXX

 

If to Company:

David Voyticky

d.voyticky@h2eg.com

 

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section for the giving of notice.

 

(d)

BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon and shall inure to the benefit of Company, its permitted successors and permitted assigns and shall be binding upon Executive and shall inure to the benefit of Member and his estate and personal representatives. This Agreement may not be assigned by either party (including by operation of law) without the prior written consent of the other party.

 

(e)

EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement.

 

 

(f)

ENTIRE AGREEMENT. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

 

(g)

SECTION HEADINGS. The Section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

 

(h)

NUMBER OF DAYS. Except as otherwise provided herein, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.

 

(i)

SETTLEMENT OF DISPUTES. Any disputes regarding the interpretation of the Agreement or relating to Member's employment shall be resolved by binding arbitration to be held in Chicago, Illinois in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

 

 

 

SIGNATURE PAGE FOLLOWS:

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written.

 

VICTORY CLEAN ENERGY, INC.

 

By: /s/ Christopher L. Headrick
Christopher L. Headrick 

Executive Chairman

 

 

 

EXECUTIVE

 

 

By: /s/ Neil L. Goulden

       Neil L. Goulden

 

Exhibit 10.3

 

 

EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is effective the 13th day of December 2024 (the “Effective Date”), by and between Victory Clean Energy, Inc., a Nevada corporation (hereinafter, the "Company"), and Paul J. Powers, an individual with an address of XXX (hereinafter, the “Executive"). 

BACKGROUND

 

1.

The Company has determined that the Executive shall be employed as its Chief Business Development Officer.

 

2.

Company wishes to employ the Executive on the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be legally bound hereby, Company and Executive agree as follows:

 

1.

EMPLOYMENT.

 

Company hereby agrees to employ Executive as its Chief Business Development Officer and the Executive hereby accepts employment by Company as its Chief Business Development Officer for the period and upon the terms and conditions specified in this Agreement.

 

2.

OFFICE AND DUTIES.

 

(a)

Executive shall serve Company generally as:

 

(i)   Chief Business Development Officer of Employer. Executive shall have the duties, authority and responsibilities consistent with the duties, authority and responsibilities typically performed by persons serving in such capacities of businesses of similar size. In such capacities, Executive shall report directly to the Chief Executive Officer (the “CEO”).

 

(ii) the Chief Business Development Officer shall:

1.

Develop the products and services that the Employer will provide to its customers

2.

Develop a growth strategy focused both on financial gain and customer satisfaction

3.

Conduct research to identify new markets and customer needs

4.

Arrange business meetings with prospective clients

5.

Promote the company's products/services addressing or predicting clients' objectives

6.

Prepare sales contracts ensuring adherence to law-established rules and guidelines

7.

Keep records of sales, revenue, invoices

8.

Provide trustworthy feedback and after-sales support

9.

Build long-term relationships with new and existing customers

 

3.

TERM.

 

The term of employment ("Term of Employment") of Executive pursuant to this Agreement shall be one (1) year.

 

4.

COMPENSATION.

 

For all of the service rendered by Executive to Company, Executive shall receive base Compensation at the gross annual rate (without regard to authorized or legally required deductions and withholdings) of $75,000.00 annual salary base (“Base Salary”) payable monthly on or before the fifth day of each month so long as there are sufficient funds in the Company’s accounts to pay such compensation when due.

5.

CHANGE IN OWNERSHIP OR RESIGNATION FOR GOOD CAUSE

Should the Company have a change in ownership by virtue of a merger or acquisition, whereby the net effect is a change in Executive's title, responsibilities, job location or pay structure of the Executive’s position herein, Executive has the option to accept such change or elect to not accept such changes and resign from the Company.

 

6.

FRINGE BENEFITS.

 

Executive shall be entitled to the benefits (the “Fringe Benefits”) set forth below during the Term of Employment:

 

(a)

Executive shall have the opportunity to participate in Company's benefit plans on the same basis as other Executive, including but not limited to: (i) family health insurance from a Blue Cross Blue Shield affiliate PPO plan; (ii) term policy life insurance policy; (iii) accident insurance; (iv) fully paid up 100% replacement disability insurance, short term and long term; (v) paid time off including vacation, (six weeks annually), sick (7 days annually), and personal time, (3 days annually, and(vi) profit sharing, 401(k), pension and other retirement

 

7.

DISABILITY.

 

If Executive suffers a Disability (as defined below), Company may terminate this Agreement at any time thereafter by giving Executive thirty (50) days written notice of termination. "Disability" shall mean Executive's inability for a period of one hundred eighty (180) consecutive days, to perform the essential duties of Member's position, with any reasonable accommodation required by law, due to a mental or physical impairment which substantially limits one or more major life activities.

 

8.

DEATH.

 

If Executive dies during the Term of Employment, the Term of Employment and Executive's employment with Company shall terminate as of the date of death.

 

9.

TERMINATION FOR CAUSE.

 

(a)

Company may terminate Executive's employment relationship with Company at any time for Cause in the manner set forth below.

 

"Cause" shall mean:

 

(i)

Executive's willful misconduct in the performance of his duties and responsibilities hereunder or Executive's material neglect, refusal or failure to perform his employment duties and responsibilities on more than one occasion. other than for reason n of sickness. accident or similar causes beyond Executive's control; or

 

(b)

If Company believes that an event constituting Cause has occurred, Company must give Executive written notice of its intention to terminate this Agreement for Cause. The preceding sentence notwithstanding, Executive's employment shall not be deemed to have been terminated for Cause unless (i) Company has given or delivered to Executive reasonable notice setting forth the reasons for Company's intention to terminate Member's employment for Cause; (ii) if the written notice is of an event constituting Cause as defined herein and if and only if the event is capable of being cured, Member shall have thirty (30) days following actual receipt of such notice in which to cure; (iii) Executive shall have been given a reasonable opportunity at any time during the 30- day period after Executive's receipt of such notice, for Executive, together with Executive's counsel, to be heard before the Board of Directors of Company; and (iv) if such a Board hearing occurs, a second written notice from Company stating that, in the good faith opinion of not less than a majority (51%) of the entire membership of the Board, Member was guilty of the conduct giving rise to termination for Cause as defined herein. In the event Executive's employment is terminated by Company for Cause, Executive shall be entitled to:

 

(i)

Unpaid Base Compensation earned at the rate in effect at the time of Executive's termination through the date of termination of Executive's employment agreement;

 

(ii)

any performance or special incentive bonus earned to the date of employment termination but not yet paid; and

 

(iii)

reimbursement for expenses incurred but not yet reimbursed by Company.

 

10.

RESIGNATION.

 

In the event Executive resigns and terminates his employment relationship with the Company for any reason (hereinafter defined) upon ten (10) days prior written notice by Executive to Company, the Company shall pay the Executive the amounts identified in paragraphs 9(b)(i), (ii) and (iii).

 

11.

COMPANY PROPERTY.

 

All advertising, sales, manufacturers' and other materials or articles or information, including without limitation data processing reports, computer programs, software, customer information and records, business records, price lists or information, samples, or any other materials or data of any kind furnished to Executive by Company or developed by Executive on behalf of Company or at Company’s direction or for Company's use or otherwise in connection with Executive's employment hereunder, are and shall remain the sole property of Company, including in each ease all copies thereof in any medium, including computer tapes and other forms of information storage. If Company requests the return of such materials at any time at or after the termination of Executive's employment, Member shall deliver all copies of the same to Company immediately.

 

12.

INDEMNIFICATION.

 

(a) Company shall indemnify Executive to the fullest extent permitted by Nevada law in effect on the date hereof against all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts paid in settlement) reasonably incurred by Member in connection with a Proceeding. For the purposes of this Section 12, a "Proceeding" shall mean any action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Member is made, or is threatened to be made, a party to, or a witness in, such action, suit or proceeding by reason of the fact that he is or was an officer, director or Executive of Company or is or was serving as an officer, director, member, Executive, trustee or agent of any other entity at the request of Company.

 

(b) Company shall advance to Executive all reasonable costs and expenses incurred in connection with a Proceeding within 10 days after receipt by Company of a written request for such advance. Such request shall include an itemized list of the costs and expenses and an undertaking by Executive to repay the amount of such advance if ultimately it shall be determined that he is not entitled to be indemnified against such costs and expenses.

 

(c) If Executive in fact meets the applicable standard of conduct, he shall be entitled to indemnification whether or not Company (whether by the Board, independent legal counsel or other party) determines that indemnification is proper because he has met such applicable standard of conduct. Neither the failure of Company to have made such a determination prior to the commencement by Executive of any suit or arbitration proceeding seeking indemnification, nor a determination by Company that Executive has not met such applicable standard of conduct, shall create a presumption that Member has not met the applicable standard of conduct.

 

(d) Company shall not settle any Proceeding or claim in any manner which would impose on Executive any penalty or limitation without Member's prior written consent. Neither Company nor Executive will withhold consent to any proposed settlement unreasonably.

 

(e) Company shall maintain a policy of directors’ and officers’ liability insurance in a reasonable amount of coverage.

 

13.

NO MITIGATION: NO OFFSET.

 

In the event of any termination of Executive’s employment under this Agreement, Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

 

14.

MISCELLANEOUS.

 

(a)

INDULGENCES. ETC. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

 

(b)

CONTROLLING LAW. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Nevada, notwithstanding any conflict-of-laws doctrines of such jurisdiction to the contrary, and without the aid of any canon, custom or rule of law requiring construction against the draftsman.

 

(c)

NOTICES. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered (personally, by recognized national courier service, or by other messenger, for delivery to the intended addressee) or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

 

If to Executive:

Paul Powers
XXX

 

If to Company:

David Voyticky

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section for the giving of notice.

(d)

BINDING NATURE OF AGREEMENT. This Agreement shall be binding upon and shall inure to the benefit of Company, its permitted successors and permitted assigns and shall be binding upon Executive and shall inure to the benefit of Member and his estate and personal representatives. This Agreement may not be assigned by either party (including by operation of law) without the prior written consent of the other party.

 

(e)

EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Any photographic copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, shall be considered for all purposes as if it were an executed counterpart of this Agreement.

 

 

 

(f)

ENTIRE AGREEMENT. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

 

(g)

SECTION HEADINGS. The Section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

 

(h)

NUMBER OF DAYS. Except as otherwise provided herein, in computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday.

 

(i)

SETTLEMENT OF DISPUTES. Any disputes regarding the interpretation of the Agreement or relating to Member's employment shall be resolved by binding arbitration to be held in Chicago, Illinois in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association then in effect.

 

 

 

SIGNATURE PAGE FOLLOWS:

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement on the date first above written.

 

 

VICTORY CLEAN ENERGY, INC.

 

By: /s/ Christopher L. Headrick

Its: Executive Chairman

 

 

 

EXECUTIVE

 

 

By: /s/ Paul J. Powers

       Paul J. Powers

v3.24.4

Cover	Dec. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 15, 2024
Entity File Number	002-76219-NY
Entity Registrant Name	Victory Clean Energy, Inc.
Entity Central Index Key	0000700764
Entity Tax Identification Number	87-0564472
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	14425 Falcon Head Blvd., Bldg E
Entity Address, Address Line Two	Suite
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	512
Local Phone Number	347-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---