EXHIBIT 10.2
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EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENTmade effective as of the April 1st2016, between Christos P. Traios, an individual residing at Piraeus - Greece (hereinafter referred to as the "Executive") and, Petrogress, Inc. a corporation with offices at 319, Clematis str. West Palm Beach - Florida (hereinafter referred to as the "Employer" or the “Company”).
1WITNESSETH
WHISEAS, the Employer desires to employ the Executive under the terms and conditions of the Agreement; and
WHISEAS, the Executive is willing to provide his services to the Employer on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, the Employer and the Executive agree as follows:
1. | Employment: The Employer hereby agrees to employ the Executive to perform managerial and executive functions for the Employer, and the Executive hereby agrees to perform such services for the Employer on the terms and conditions hereinafter stated, subject to the directives of the Board of Directors of theEmployer. |
2. | Term of Employment: The period during whichtheExecutive serves as an employee of the CompanyinaccordancewithandsubjecttotheprovisionsoftheAgreementisreferredtoin the Agreement as the Term of Employment. The Term of Employment pursuant to the Agreement shall be deemed to have commenced as of the April 1st 2016 and shall continue infullforceandeffectuntiltheMarch31st, 2021,provided,however,thattheAgreementshall beautomaticallyrenewedonayear-to-yearbasisthereafterunlessterminated byeither party on at least four (4) months prior written notice during any given year, unless sooner terminated as providedherein. |
3. | Position andDuties |
(a)TheExecutiveshallserveasChiefExecutiveOfficerfortheCompany.TheExecutive shallberesponsibleforcompliancewithandperiodicreviewoftheCompany’scorporate governancepolicies andpractices,ensuringthattheCompanyfollowsandcomplieswith state and federal regulations as well as internal corporate rules and polices as set forth intheCompany’sCertificate ofIncorporationandBy-Lawsandasmaybedeterminedby the Board of Directors of the Company; the preparation and conducting of the meetings of the shareholders; establishment and maintenance of clear and effective channels of communications between the various governing bodies of the Company; the keeping of corporate records; and the review of and response to shareholders correspondence. The Employee shall also have such other duties as from time to time may be prescribed by the Board. Notwithstanding the foregoing, the Agreement shall not apply to the Executive’s position on the Board of Directors and shall only apply to his Corporate Secretary position with the Company.
(b)During the Term, the Executive shall perform and discharge the duties that may be assigned to his by the Board from time to time in accordance with the Agreement, and the Executive shall devote his best talents, efforts and abilities to the performance of his dutieshereunder.
(c)DuringtheTerm,theExecutiveshallperformhisdutieshereunderonafull-timebasis and shall be employed exclusively by the Company. The Executive shall not engageinany other business or accept other employment unless approved in advance by the Board. In addition to the foregoing, the Executive shall, at all times during the Term and any extension thereof, discharge his dutiesinconsultation with, and under the supervision of theBoard.
4. | Compensation andBonuses: |
(a) During the Term of Employment the Employer shall pay the Executive a salary atanannual rateofU.S.$120,000.00(OneHundredTwentyThousandU.S.dollars(theBase Salary). The Base Salary will be payableinmonthly installments of ($10,000) Ten Thousand U.S. Dollars on the 1st day of each month commencing on the starting date of theAgreement.
(b)In additiontohisBaseSalary,theCompanyshallissuetotheExecutive,FiveHundred Thousand (500,000) shares of Preferredstock;
(c)The Executive will also be given an expense allowance of U.S. Five Thousand ($5,000) Dollars per month subject to the Company receiving receipts for any such expenses. Any expenses in excess of that amount will require the prior approval of the Board.
(d)The Executive shall also be eligible to participateinany future bonus, profit sharing and/orESOPplansapprovedandenactedbytheBoardonthe samebasiswithallother senior executives of the Company, subject to the terms thereof. The Executive understands, however, that no such plans are currentlyineffect.
5. | Benefits: |
(a) General.Executive shall be entitled to receive such benefits and fringe benefits, subject to the Company’s policies and guidelines for the same,ifany, as are approved from time to time by the Company for all of the Company’s seniorexecutives.
(b)Health and Dental. The Employer currently does not have a health and dental plan, however, when the Employer is in a position to have such a plan, the Executive will be offered the opportunity to participate in theplan.
(c)Vacation: During each year of the term oftheAgreement,theExecutive shall be entitledtothree(3)weeksvacationannually,which,ifunused,willaccruedailyandshall bepaidtoExecutive(basedupontheper-dayamountoftheBaseSalaryforthecalendar yearinwhich such vacation is accrued and pro rated through the date of such termination)uponExecutivesterminationortheexpirationoftheTermofEmployment.
(d)Moving Expenses.Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by the Executive to move his immediate family and belongingsifrequired by the Company. At the Executives sole option, however, the Agreement may be terminatedifthe Company requires such a move as a condition of continuedemployment.Insuchacase,theprovisionsofTerminationofEmploymentwill apply asifthe Company had terminatedtheAgreement withoutcause.
(e) No Obligation to Establish or Maintain Benefits. Except as contemplated by the Section5andtheotherexpresstermsoftheAgreement,compliancewiththeprovisions of theSection 5shallinnowaycreateorbedeemedtocreateanyobligation,expressor implied, onthepartoftheCompanyor anyParent, Subsidiary, or AffiliateoftheCompany with respect to the continuation of any benefit or other plan or arrangement maintained asoforpriortothedatehereof orthecreationandmaintenanceofanyparticularbenefit or other plan or arrangement at any time after the date hereof.
6. | Termination of Employment: Unless renewed as provided in Section 2 hereof, the Agreement may be terminated asfollows: |
(a)At any time by the mutual written consent of the Executive and the Company. Upon termination pursuant to the Section 6(a), all obligations of the Company for the payment of earned but unpaid Base Salary and any unpaid bonus and benefits through the date of termination shall continue until fullydischarged.
(b)At anytimefor cause by the Company upon written notice to the Executive. For the purposes of the Agreement, a termination shall be for causeifa majority of the Board of Directors of the Company reasonably determinesthat:
(i) | the Executive has been convicted by a court of competent jurisdiction or has pleaded guilty ornolo contendereto any felony or any lesser crime having as its predicate element fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company; or |
(ii) | the Executive has committed an act which submits the Company to criminal liability;or |
(iii) | the Executive has committed a breach of any of the covenants, terms, or provisions in the Agreement concerning Non-competition or Intellectual Property;or |
(iv) | the Executive has committed a breach of any of the covenants, terms, or provisionsoftheAgreementotherthanthoserelatedtoNon-competitionor IntellectualProperty,andwhichbreachhasnotbeenremediedwithinthirty (30) days after delivery to the Executive by the Company written notice thereof; or |
(v) | the Executivehasdisobeyedforaperiodofthirty(30)daysreasonableand lawfulwritteninstructionsfromtheCompany’sBoardofDirectorsregarding the performance of the Executives duties as required by Section 3 hereof or has been grossly negligentinthe performance of the Executives duties hereunder, after written notice from saidBoard. |
Upon termination for cause as provided in the Section 6(b),
(A)all obligations of the Company under the Agreement thereupon shall terminateotherthananyobligationswithrespecttoearnedbutunpaidsalaryand any unpaid bonus and benefits through the date oftermination;
(B)the Company shall have any and all rights and remedies under the Agreement and applicable law,and
(C)the Executive shall continue to be subject to any provisions under the Agreement regarding Non-competition and IntellectualProperty.
(c)UpontheExecutivesdeathorupontheExecutivespermanentdisability(asdefined below) continuing for a period of ninety (90) days. Upon termination or the event of death or permanent disability as provided in the Section 6(c), all obligations of the CompanyundertheAgreementthereuponshallimmediatelyterminateotherthanany obligations with respect to earned but unpaid salary and any unpaid bonus and benefits through date of termination, and to the extent applicable, the Executive shall continue to be subject to the covenants, terms, and provisions under the Agreement with regard to Non-competition and Intellectual Property. As used herein, the term permanent disability or permanently disabled is hereby defined as the inability of the Executive, by reason of illness, injury, or other cause, to perform a major part of the duties and responsibilities which the Executive had been performing prior to the date ofdisabilityinconnectionwiththeconductof thebusinessandaffairsof theCompany.
(d)At any time by the Executive upon sixty (60) days written notice of intent to terminate to the Company. Upon termination by the Executive as providedinthe Section 6(d), all obligations of the Company under the Agreement thereupon immediately shall terminate other than any obligations with respect to earned but unpaidsalaryandanyunpaidbonusandbenefitsthroughthedateoftermination,and the Executive shall continue to be subject to covenants, terms, and provisions under the Agreement with regard to Non-competition and Intellectual Property of the Agreement in accordance with the termsthereof.
(e) Atanytimewithoutcause(asdefinedinSection6(b)above)bytheCompanyupon writtennoticetotheExecutiveofnotlessthanthirty(30)days.Intheeventof termination of the Executive by the Company pursuant to the Section 6(e), the Company shall pay the Executive the Executives Base Salary for a period of six (6) months as severance pay and shall pay any unpaid bonus and benefits in eachcasethrough the effective date of termination. If terminated without cause, the provisions of the Non-competition and Intellectual Property shall not apply, although the Executive shallneverthelesscontinuetobeboundbythetermsofthat Non-Disclosure Agreement between the Executive and the Company, a copy of which is attached hereto as Exhibit A (Non-disclosure Agreement). Any payments of Base Salary of other amounts under the Section 6(e) shall beinthe same intervals (i.e., weekly, monthly, yearly,etc.) assuchpaymentswere made totheexecutive immediatelyprior to termination. Payment of the amounts contemplated by the Section 6(e) is agreed by the parties hereto to be in full satisfaction and compromised of any claims arising out of any termination of the Executives employment pursuant to the Section 6(e).
(f) Inanyevent,allobligationsoftheCompanyanditsaffiliateshereundershallterminate as ofthelastdayoftheTerminationofEmploymentotherthantheobligationtopayBase Salary earned an bonus and benefits accrued but unpaid with respect to periods ending priorthereof.
7. | Non-Competition and IntellectualProperty |
(a)Except as otherwise provided in the Agreement, during any period in which the Executive serves as an employee of the Company and for a period of two (2) years after the date of termination of the Executives employment at anytime(the Non-compete Period), the Executive shall not, without the express written consent of the Board of Directors, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent,orconsultant,orinanyothercapacity,anybusinessentityotherthantheCompany and its affiliates, which develops, manufactures, sells or markets products or performs services which are directly competitive with the products or services of the Company, or productsorserviceswhichtheCompanyhasunderdevelopmentorwhicharethesubject ofactivestudyonthedateoftheterminationoftheExecutivesemployment(hereinaftera Competitor). Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) soliciting for or on behalf of any such Competitor any customer of the Company and(ii)diverting to any such Competitor any customer of the Company. In addition, during the period covered by the Section 7(a), the Executive shall not hire or attempt to hire for or on behalf of any Person (including any Competitor)anyofficerof employeeof theCompanyorencourageforonor behalf ofany such Person (including the Competitor) any officer of employee to terminate his or his relationship or employment withtheCompany. Notwithstanding the foregoing, however, the Executive may make passive investments in a Competitor, whether or not the securities of such Competitor are publicly traded, if such investment constitutes less than onepercent(1%)oftheoutstandingsharesofcapitalstock orcomparableequity interests of the Competitor. As of the date of the Agreement, the Executive represents he is not performing any other duties for, and is not a party to any similar agreement with any Competitor. The Executive understands that the restrictions set forthinthe Section 7(a) are intended to protect the Company’s interest in its proprietary information and established customer relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for the purpose. For purposes of the Agreement, the term Person shall mean an individual, a corporation, an association, a partnership, a limited liability company or partnership, an estate, a trust, and any other entity or organization.
(b)For purposes of the Agreement, "proprietary information" shall mean any proprietary informationrelatingtothebusinessoftheEmployeroritsParentoranyentityinwhichthe Employer or its Parent has a controlling interest that has not previously been publicly released by duly authorized representatives of the Employer and shall include (butshall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including without limitation source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-how or ideas in or reasonably related to the business of Employer or any entity in which the Employer has a controlling interest.
(c)In connection with the execution of the Agreement, the Executive has executed and delivered the Non-disclosure and Confidentiality Agreement and for so long as the ExecutiveissubjecttothetermsofSection7(a)hereof,theExecutiveagreestobebound by the terms thereof asifthe same were set forth in full herein, it being understood that nay breach of the Nondisclosure and Confidentiality Agreement shall constitute a breach of theAgreement.
8. | Business Opportunities. The Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunitiesthathemaydiscover,find,developorotherwisehaveavailabletohisinanyfield in which the Company is engaged, and further agrees that anysuchprospects, contracts or other business opportunities shall be the property of theCompany. |
9. | Specific Performance; Severability. It is specifically understood and agreed that nay breach of the provisions of the Agreement (including, without limitation, Section 7 hereof and the obligationsreferredtoandincorporatedtherein)bytheExecutiveislikelytoresultinirreparable injuring to the Company, that the remedy a law alone will be an inadequate remedy for such breachandthat,inadditiontoanyotherremedyitmayhave,theCompanyshallbeentitledto enforcethespecific performance of the Agreement by the Executive through both temporary andpermanent injunctiverelief, andthroughanyother appropriateequitablerelief, without the necessity of showing or proving actual damages. |
In case any of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, including without limitation geographic scope, duration of functional coverage, any such invalidity, illegality or enforceabilityshallnotaffectanyotherprovisionoftheAgreement,buttheAgreementshallbe construed asifsuch invalid, illegal or unenforceable provision had been limited or modified (consistent with its general intent) to the extent necessary to makeitvalid, legal and enforceableprovisionorpartofaprovision,theAgreementshallbeconstruedasifsuchinvalid, illegal or unenforceable provision or part of a provision had never been contained in the Agreement.
10. | Injunctive Relief: The Executive acknowledges that the injury to the Employer resulting from any violation by his of any ofthecovenants contained in the Agreement will be ofsucha characterthatitcannotbeadequatelycompensatedbymoneydamages,and,accordingly,the Employer may,inaddition to pursuingitsother remedies, obtain an injunction from any court having jurisdiction of the matter restraining any suchviolation. |
11. | Representation of Executive: The Executive represents and warrants that neither the execution and delivery of the Agreement nor the performance of his duties hereunder violates the provisions of any other agreement to which he is a party or by which he isbound. |
12. | Parties; Non-Assignability: As used herein, the term the "Employer" shall mean and include the Employer, its Parent and any subsidiary thereof and any successor thereto unless the contextindicatesotherwise.AnyassignmentoftheAgreementshallbesubjecttotheprovisions ofSection8(g).TheAgreementandallrightshereunderarepersonaltotheExecutiveandshall not be assignable by his and any purported assignment shall be null and void and shall not be binding on theEmployer. |
13. | Entire Agreement: The Agreement anditsattachments contains the entire agreement between the parties hereto with respect to the transactions contemplated hereinandsupersedes all previous representations, negotiations, commitments, and writing with respect thereto. |
14. | Amendment or Alteration: No amendment or alteration of the terms of the Agreement shall be valid unless made in writing and signed by all of the partieshereto. |
15. | Choice of Law: The Agreement shall be governed by the laws of DelawareUSA. |
16. | Arbitration: Any controversy, claim, or breach arising out of or relating to the Agreement or the breachthereofshallbesettledbyarbitrationinNewYorkinaccordancewiththerulesoftheAmerican Arbitration Association and the judgment upon the award rendered shall be entered by consent in any court having jurisdictionthereof. |
17. | Notices: AnynoticesrequiredorpermittedtobegivenundertheAgreementshallbesufficient if in writing, andifsent by registered mail to the residence of the Executive, or to the principal office of the Employer,respectively. |
18. | Waiver of Breach: The waiver by any party hereto of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach by any of the partieshereto. |
19. | Binding Effect: The terms of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective personal representatives, heirs, administrators, successors, and permittedassigns. |
20. | Gender: Pronounsinany gender shall be construed as masculine, feminine, or neuter as the context requiresintheAgreement. |
21. | Miscellaneous. The failure of any of the parties to require the performance of a term of obligation or to exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach of the provisionsobreached, or of any other breach hereunder. The Agreement shall inure to the benefit of successors of the Company by way of merger, consolidation or transfer of all or substantially all of the assetsoftheCompany,shallbebindingupontheheirs,executors,administratorsandlegal representativesoftheExecutiveandmaynotbeassignedbytheExecutive.The Agreement supersedes all prior understandings and agreements among the parties relating to the subject matter hereof. |
IN WITNESS WHEREOF, the parties have executed the Agreement as of the day and year first above written.
PETROGRESS, INC. | CHRISTOS P. TRAIOS |
_________________________________ | ______________________________ |