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Form 8-K for N-VIRO INTERNATIONAL CORP

20-Jun-2007

Change in Directors or Principal Officers, Financial Statements and Exh

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(E) NEW EMPLOYMENT AGREEMENT WITH NAMED EXECUTIVE OFFICER.

Effective June 12, 2007, N-Viro International Corporation (the "Company") entered into an Employment Agreement (the "Agreement") with Robert W. Bohmer to serve as the Company's Vice-President of Business Development and General Counsel commencing July 1, 2007. At a meeting of the Board of Directors of the Company on June 7, 2007, the Board approved the Agreement.

The Agreement is for a two-year term commencing on July 1, 2007 and provides for automatic renewal of successive one-year terms unless notice is provided thirty (30) days prior to the expiration of the then current term. The agreement provides that Mr. Bohmer is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the agreement, this determination is to be based upon the President and Chief Executive Officer's complete review of Mr. Bohmer's performance. The Agreement also provides for a stock option grant to Mr. Bohmer, which is attached as Exhibit A to the Agreement.

Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. If the Agreement is terminated by the Company without cause (other than by reason of the death or disability of Mr. Bohmer), Mr. Bohmer will continue to receive his base salary then in effect for the period between the termination date and the expiration date of the agreement. If the Agreement is terminated for any other reason by either party, Mr. Bohmer is entitled to receive his base salary through the effective date of the termination plus any bonus or incentive compensation which has been earned or payable through the termination date, as provided for in the Agreement.

Since 1996, Mr. Bohmer has been with the law firm of Watkins, Bates and Carey, LLP, Toledo, Ohio. Since 2005, Mr. Bohmer has served as general outside counsel to the Company. The Agreement allows Mr. Bohmer to continue serving other clients while employed with the Company, subject to the prior approval of the Company's Audit Committee.

A copy of the Agreement, including Exhibit A, is filed as Exhibit 10.1 to this Current Report.

(E) MATERIAL OPTION GRANT AWARDED TO EXECUTIVE OFFICER.

On June 7, 2007, in connection with the Agreement, the Board approved a grant of stock options to Mr. Bohmer, which is exercisable over 18 months for shares of the Company's common stock. The grant was made pursuant to the 2004 N-Viro International Corporation Stock Option Plan (the "Plan"). The following table sets forth information about the stock option grant: 


                                                                                Number of Shares    Exercise   Expiration
Name of Officer     Title                                                       Underlying Options  Price      Date
------------------  ----------------------------------------------------------  ------------------  ---------  ----------
Robert W. Bohmer    Vice-President of Business Development and General Counsel        100,000       $    2.80  6/12/2017
------------------  ----------------------------------------------------------  ------------------  ---------  ----------

The award to the officer was based on the recommendation of the Compensation Committee of the Board, which considered, among other things, Mr. Bohmer's willingness to accept a lower base compensation package. In connection with the option grant, the Board adopted a waiver of certain provisions of the Plan which would otherwise limit the number of options that any participant may receive.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(D) EXHIBITS 

     Exhibit No.     Description
     -----------     -----------
     10.1            Employment Agreement effective as of June 12, 2007.

About NVIC

N-Viro International Corporation develops and licenses its technology to municipalities and private companies. N-Viro's patented processes use lime and/or mineral-rich, combustion byproducts to treat, pasteurize, immobilize and convert wastewater sludge and other bio-organic wastes into biomineral agricultural and soil-enrichment products withreal market value. More information about N-Viro International can be obtained by contacting the office or on the Internet at www.nviro.com or by e-mail inquiry to info@nviro.com

Forward-Looking Statements

The Company cautions that words used in this document such as " expects," "anticipates," "believes" and "may," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future. These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to be materially different from those described herein. For example, while the Company believes that trends in sludge treatment are moving in favor of the Company's technology, such trends may not continue or may never result in increased sales or profits to the Company because of the availability of competing processes. Additional information about these and other factors that may adversely affect these forward-looking statements are contained in the Company's reports, including its Annual Report on Form 10- KSB, and other filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws.

For More Information Contact:

Timothy Kasmoch, CEO

info@nviro.com (419) 535-6374