Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2009, Daniel J. Kunz signed an employment agreement that sets the
amount of time devoted to the business of the U.S. Geothermal Inc. (the
"Company") to 140 hours per month at a compensation of $170,400 annually. Mr.
Kunz is entitled to receive performance bonuses and incentive stock options as
determined by the Company's board of directors, benefits (including for
immediate family) as are or may become available to other employees, and
vacation. The Company will also provide reasonable life insurance and accidental
death coverage with the proceeds payable to Mr. Kunz's estate or specified
family member. The employment agreement may be terminated by the Company without
notice, payment in lieu of notice, severance or other sums for causes which
include failure to perform in a competent and professional manner, appropriation
of corporate opportunities or failure to disclose a conflict of interest,
conviction which has become final for an indictable offense, fraud, dishonesty,
refusal to follow reasonable and lawful direction of the company, breach of
fiduciary duty, and a declaration of bankruptcy by or against Mr. Kunz.
Otherwise, the Company may terminate the agreement upon one month written
notice. The agreement includes covenants by Mr. Kunz of confidentiality and
non-competition, and provides for equitable relief in the event of breach. In
the case of a change of control, Mr. Kunz can elect to receive compensation
equal to 24 monthly installments of his normal compensation no later than five
working days after the effective date of the change of control (currently
$340,800).