Exhibit 10.2


  


AMENDEND
EMPLOYMENT AGREEMENT


 


This
AMENDED EMPLOYMENT AGREEMENT (this "Agreement) is dated and is effective as of March 25 2019 (the "Effective
Date") by and between DecisionPoint Systems, Inc., a company organized under the laws of the State of Delaware (the "Company"),
and Steven Smith (the '"Executive").


 


WHEREAS.
pursuant to that certain Employment Agreement dated as of April 11, 2016 by
and among the Company and the Executive (the "Original Agreement") under which the Executive desires to accept
such employment on the terms and conditions contained herein;, and,


 


WHEREAS,
the Company and the Executive(") whereas the Executive desires to amend and extend the Term of Original Agreement; and,


 


NOW,
THEREFORE, in consideration. of the foregoing premises and mumal covenants and agreements herein and for other good and valuable
consideration, fue receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to:


 


l.
Term of Employment. The Company hereby employs Executive, and Executive hereby accepts employment • with the Company
for the term of beginning on April 1, 2019, and terminating on March 31> 2022 (the ''Term").


 


 


2.Modifications.
Sections 3(a) and 3(b) are hereby deleted, and are replaced to read as follows:


 


Section 3.Compensation
and Benefits.


(a)
Base Salary. As of the Effective Date, the pxecutive shall be paid a base safary in consideration. for his. services provided
to the Company at the rate of $400,000 per annum (the "Base Salary"), increasing to $410,000 per annum on the
first anniversary and $420,000 per annum on the second anniversary.


 


(b)
Stock/Option Grant. In consideration of the Executive entering into this Agreement, the Executive shall be granted shares
of restricted stock or stock options equal to oot less than 700,,000 of common shares. of the Company. The exact nature of the
grnnt will be mutually determined by the Company and the Executive . It is the intention of this Agreement that the Executive,
through his folly vested shares or option, will fully participate in the value of ownership of 700,000 shares of common stock.
The shares, or options shall vest in. accordance to a vesting schedule mutually agreed upon, however aU such shares or options
shall be fully vested upon Change in Control or Termination of the Executive.


 


		3.	Cancellation
                                         of Option. In consideration of the grant of 700,000 shares of common stock1 any existing
                                         options previously granted to the Executive under the Company's option plan will be cancelled.



 






     


     


    

 


		4.	Annual
                                         Bonus. For the first year of the Term, the Annual Bonus shall be determined as set
                                         forth on Exhibit C attached
                                         hereto and made a part hereof.



 


Terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.


 


 


 


 


 


 


[Signature
Page Follows]






     


     


    




 


IN
WITNESS WHEREOF. the parties hereto have duly executed
this Agreement to be effective as of the day and year first above written.


 


 






     


     


    




 


Exhibit
C


Executive
Bonus


 


 


For
the first year of the Term, Executive will be entitled to earn an Annual Bonus io the minimum amount of 40% of Base Salary, or
$160,000, based on achieving gross revenue attainment of $46,000,000 and EBITDA attainment of $2,700,000, as follows:


 


 


	Revenue
    Attainment	Bonus
    Multiplier	Annual
    Bonus
	0-75%

        Gross Revenue
        Attainment
	 	$0
	75%-100%

        Gross Revenue
        Attainment
	(Percentage
        of gross revenue attainment - 75%) * the

        Annual
        Bonus amount, * 4
	$0-$64,000
	100%-133%

        Gross Revenue
        Attainment
	(Percentage
    of gross revenue attainment - 100%) * the Annual Bonus amount,
    * 3	$64,000-
    $128,000


 


As
an example, if 90% ($41,400,000) of established gross revenue target was attained the annual bonus earned would be $38,400.


 


As
an example,. jf 110% ($50,600,000) of established gross revenue
target was attained the annual bonus earned would be $83,200.


 


And;


 


	EBITDA
    Attainment	Bonus
    Multiplier	Annual
    Bonus
	0-75%

        EBITDA Attainment
	 	$0
	75%-100%

        EBITDA Attainment
	(Percentage
        of gross revenue attainment - 75%) * the

        Annual
        Bonus amount, * 4
	$0-$96,000
	100%-133%

        EBITDA Attainment
	(Percentage
    of gross revenue attainment - 100%) * the Annual Bonus amount,
    * 3	$96,000-
    $192,000





 


  


As
an example, if 90% (2,430,000) of established EBITDA target was attained the annual bonus
earned would be $57.600.


 


As
an example, if ]10% ($2,970,000) of established EBITDA target was attained the annual bonus earned would be $124,800.