Plastic2Oil Inc (PTOI)

[janice shell]

Rauber still stands to make a ton of money of jbis success and extending his stock options out seven years appears to be an inventive for him to leave quietly. IMO the whales wanted him out but he would not sign the 8k stating there was no disagreement between him and the company unless he could still make allot of money of jbis success.

That's not how I read it. According to Rauber's employment agreement, this is what would happen were he terminated for cause, or left without good reason:

Termination for Cause or Without Good Reason. If at any time employment is terminated by the Company for Cause, or if at any time Employee terminates his employment hereunder without Good Reason, , the Company shall pay or provide to Employee the Base Salary accrued through the date of termination, and any applicable benefits as provided under the corresponding plans, including accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings. Employee shall be entitled to retain any vested options. Employee will forfeit any unvested options. Employee will be entitled to continued health and dental coverage under COBRA.

Should he be terminated without cause, or should he leave for good reason:

Without Cause or With Good Reason. If the Company terminates Employee’s employment without Cause or Employee terminates his employment for Good Reason, the Company shall pay or provide to the Employee: (a) (i) the Base Salary accrued through the date of termination, and (ii) any applicable benefits as provided under the corresponding plans, including accrued and unused vacation earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings; plus (b) an amount equal to the Base Salary to which Employee would be eligible to receive in the event he had remained employed through the end of the Term; less standard deductions and withholdings, such payments to be made at the times and in the amounts that the Base Salary would have been paid had this Agreement not been so terminated. In the case of termination without Cause, Employee shall be entitled to retain all vested and unvested options. In the case of termination for Good Reason Employee shall be entitled to retain all vested options. For the purpose of determining the number of vested options, the date of termination under this 3.2.3 shall be assumed to be 12 months after the actual date of termination (i.e. there shall be a 12 month acceleration of vesting). For the purposes of this 3.2.3, the JBI Share Price shall equal the weighted average share price in the six months prior to the termination. Employee will be entitled to six (6) months continued health and dental coverage paid for by the Company and then will be eligible to continue coverage through COBRA.

There's no provision specifically describing what happens should Rauber simply decide to leave. (You can read about "good reason" in the document; it doesn't really seem to fit.)

So I imagine an agreement fitting neither of the above categories was worked out, as is probably almost always the case. But it's clear that Rauber wasn't fired.

But extending the expiry of the options to seven years suggests to me that Rauber himself isn't expecting the stock price to skyrocket anytime soon, if ever.

http://www.sec.gov/Archives/edgar/data/1381105/000121390012002764/f8k051512ex10iii_jbi.htm