Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (the Agreement) is made and entered into as of this 8^th December, 2006, by and between GEMMA POWER SYSTEMS, LLC, a Connecticut limited liability company (the Company), and WILLIAM F. GRIFFIN, JR. (the Employee).

R-1. Argan, Inc., a Delaware corporation (Argan), has acquired all of the membership interests of the Company pursuant to that certain Membership Interest Purchase Agreement (the Purchase Agreement), of even date herewith, by and among Argan, the Company, Gemma Power, Inc., a Connecticut corporation (GPS-Connecticut), Gemma Power Systems California, Inc., a California corporation (GPS-California, and together with GPS-Connecticut, the Affiliates), the Employee and William F. Griffin, Jr.; and has acquired and all of the issued and outstanding shares of capital stock of the Affiliates pursuant to that certain Stock Purchase Agreement, of even date herewith, by and among Argan, the Affiliates, the Employee and William F. Griffin, Jr.

R-2. The Company and the Affiliates are in the business of engineering and constructing power energy systems, and providing consulting, owners representative, operating, and maintenance services to the energy market (collectively, the Business).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment. The Company hereby agrees to continue to employ the Employee, and the Employee hereby agrees to accept such continued employment, subject to the terms and conditions set forth in this Agreement. This Agreement supersedes and replaces any previous oral or written agreement concerning the Employees employment by the Company.

2. Duties of the Employee. During the Term (as defined below) of employment of the Employee, the Employee shall serve as President and Chief Operating Officer of the Company, and shall faithfully and diligently perform all services as may be assigned to him by the Board of Directors of the Company (the Board), and shall exercise such power and authority as may from time to time be delegated to him by the Board. The Employee shall devote his time and attention to the business and affairs of the Company, perform all services to be rendered by him hereunder to the best of his ability, and use his best efforts to promote the interests of the Company and the Affiliates. Notwithstanding the foregoing, it shall not be a breach or violation of this Agreement for the Employee to manage personal investments so long as such activities do not significantly interfere with or significantly detract from the performance of the Employees responsibilities to the Company in accordance with this Agreement.

3. Term of Employment. Employment of the Employee pursuant to the terms and provisions of this Agreement shall commence on the date of Closing, as defined in the Purchase Agreement (the Effective Date), and shall continue for a term of eighteen (18) months thereafter (the Initial Term), unless earlier terminated as provided in this Agreement. At the end of the Initial Term, the Employees employment hereunder shall automatically renew for successive one year terms (each, a Renewal Term), subject to earlier termination as provided in this Agreement, unless the Company or the Employee delivers written notice to the other at least three (3) months prior to the expiration date of the Initial Term or any Renewal Term, as the case may be, of its or his election not to renew the term of employment. The period during which the Employee shall be employed by the Company pursuant to the terms and provisions of this Agreement is sometimes referred to herein as the Term.

4.1 Salary. The Company shall pay the Employee compensation at the annual rate of $430,000 (the Salary) during the Initial Term, payable in installments consistent with the Companys normal payroll schedule, subject to applicable withholding and other taxes. Not later than four (4) months prior to the expiration of the Initial Term or of any Renewal Term, as the case may be, Argan and the Employee shall commence discussions aimed at determining a mutually acceptable Salary for the then impending Renewal Term.

4.2 Bonus. In addition to Salary, the Employee shall be eligible for bonus compensation as determined by the Board based upon the Employees performance and the results of the Companys operations.

5.1 Benefit Plans. The Employee shall be permitted to participate in all employee medical, retirement and insurance benefit plans applicable to officers of the Company, and such other plans as may from time to time be made available or applicable to the Company, consistent with the policies of the Company.