Exhibit 10.2


 


MANAGING
AGREEMENT


 


BETWEEN:


 


FUSION
WELCOME – FUEL, S.A., company with registered headquarters at Rua da Fábrica, s/n, Sabugo, 2715-376 Almargem
do Bispo, with the sole and taxpayer number 514909439, social security number 25149094392, with the share capital of €50.000,00
(fifty thousand euros), represented for the purposes herein by Frederico Figueira de Chaves and João Teixeira Wahnon with
the necessary powers, hereinafter referred to as “First Party” or “Company”,


 


AND


 


[●],
with the taxpayer number [●], social security number [●], resident at [●], hereinafter referred to as “Second
Party”


 


Hereinafter
jointly referred to as the "Parties'',


 


Whereas:


 


		A.	The
                                         Second Party has been elected as member of the Board of Directors and member of the Executive
                                         Committee of the First Party;



 


		B.	The
                                         parties wish to regulate the activity to be developed by the Second Party to the First
                                         Party as member of the company’s governing body;



 


The
Parties conclude the present Managing Agreement (the “Agreement”), which shall be governed by the terms and
conditions in the following clauses:


 


	1.	Object
	 	 



	1.1.	The
                                         Second Party will perform the activity inherent to the position as member of the First
                                         Party’s Executive Committee, in execution of the mandate to which it has been elected
                                         through the company’s shareholder’s resolution, beginning on October 1st,
                                         2020.



 






    1


     


    

 



	1.2.	During
                                         the period in which the mentioned position is held, the Second Party shall:
	 	 



		i.	perform
                                         its functions in a dutiful and diligent manner;
	 	 	 



		ii.	respect
                                         the decisions and resolutions of the First Party’s shareholders and act upon the
                                         interest of the shareholders and of the Company;
	 	 	 



		iii.	dedicate
                                         its work capacity to the service of the First Party, constantly safeguarding its interests;
	 	 	 



		iv.	comply
                                         with the dispositions of the Portuguese Company Code and other applicable legislation,
                                         in particular the applicable rules regarding insider trading.
	 	 	 



	1.3.	The
                                         Second Party shall be entitled to a 22-day holiday period in each civil year, paid by
                                         the First Party, subject to a proportion in the first and last years of the validity
                                         of this Agreement. The Second Party shall schedule and coordinate its holidays in a way
                                         to ensure the normal activity of the First Party.
	 	 



	1.4.	Without
                                         prejudice to the provisions of this clause, the Parties hereby agree that the Second
                                         Party may partially dedicate time to the performing of the functions identified in Annex
                                         I.



 


	2.	Remuneration
	 	 



	2.1.	During
                                         the exercise of the position mentioned in clause 1.1., the Second Party will earn a fixed
                                         annual gross income of €[●] ([●] euros), paid in 12 monthly instalments,
                                         that may be redefined by the Remuneration Committee or by the First Party’s shareholders.
	 	 



	2.2.	The
                                         Second Party may earn a variable income and other benefits associated to the executive
                                         director’s position to be performed, namely the usage of a company car and health
                                         insurance, in accordance to the policies defined at each moment by the First Party.



 


	3.	Bonus
                                         and Stock Option
	 	 



	3.1.	Besides
                                         the remuneration and benefits referred in the previous clause, the Second Party may receive
                                         an annual bonus, in cash or Company’s securities, according to the resolution of
                                         the shareholders meeting or remuneration committee and according to stock options plan
                                         in force.
	 	 



	3.2.	The
                                         Parties acknowledge and agree that the provision of this clause does not create any obligation
                                         to the Company for payment of any bonus, which shall always depend on the discretionary
                                         decision of the competent bodies of the Company.



 






    2


     


    

 


	4.	Validity
                                         and term
	 	 



	4.1.	The
                                         present agreement enters into force on the date of the appointment of the Second Party
                                         as member of the Executive Committee and will be valid indefinitely.
	 	 



	4.2.	The
Second Party may be removed at any given time, without notice, from the position to which it was elected to and regulated by this
agreement, before the end of the term it was elected to, by resolution of the First Party’s shareholders, with or without
just cause. Just cause is understood as being, namely, and beyond any other situation provided for in the law: (i) any
behaviour of the Second Party of serious non-compliance of the legal, regulatory or contractual duties; (ii) in the event of the
Second Party’s incapacity to perform its normal activity, if that incapacity is permanent or lasts for more than 90 (ninety)
consecutive days.

	 	 



	4.3.	In
                                         the event of removal without just cause, the Second Party shall be entitled to be indemnified
                                         for the damaged suffered in the amount corresponding to the remuneration it would earn
                                         until the end of the period it was elected to.
	 	 



	4.4.	The
                                         Second Party may resign from the governing body position at nay given time, through written
                                         notice, as provided for in the Portuguese Company Code.
	 	 



	4.5.	The
                                         removal of the Second Party, the resignation of the Second Party and the end of the term
                                         of the mandate at the end of the period for which the Second Party was elected to –
                                         but without prejudice, in this case, of the Second Party being able to maintain its functions
                                         until new election, according to the law – ceases automatically the present Agreement.



 


	5.	Confidentiality
	 	 



	5.1.	For
                                         the purpose of the present Agreement, “Confidential Information” means any
                                         information not available to the public displayed or acquired by the Second Party during
                                         its relationship as member of the Company’s Executive Committee, directly or indirectly
                                         linked to past, present or future Company’s activities or of any other entity in
                                         corporate or commercial relation with the Company, regarding economic, financial, commercial,
                                         technical, strategic or product development aspects, consisting of projects, designs,
                                         programs, software, information systems, devices, utensils, techniques, processes, data,
                                         clients, suppliers or products lists, or linked information, developed works or inventions,
                                         regardless of the state of the process of the patent registry and regardless of being
                                         patentable or not.



 






    3


     


    

 



	5.2.	The
                                         Second Party undertakes to, during the exercise of its functions as executive director
                                         and after the term of its mandate, not to use any Confidential Information on its own
                                         benefit and not to disclose any Confidential Information to anyone strange to the Company,
                                         furthermore undertaking to take any necessary measures for that information to remain
                                         confidential.
	 	 



	5.3.	The
                                         duty of confidentiality covers the reproduction of the Confidential Information in any
                                         electronic form, or other, unless that information is strictly necessary for the execution
                                         of the function inherent to the position held by the Second Party.
	 	 



	5.4.	In
                                         case of termination, by any reason, of the present Agreement, the Second Party should
                                         immediately return to the First Party all the original and/or copies of the dossiers,
                                         correspondence, archives, memos and other documents or informations that may be in its
                                         possession.
	 	 



	5.5.	The
                                         Second Party undertakes to promptly notify the Company in case of being required to disclose
                                         Confidential Information under any lawsuit or following any order, judicial or other,
                                         and undertakes to take the measures indicated by the Company, for it to be able to defend
                                         itself from the compulsory disclosure of Confidential Information.
	 	 



	5.6.	The
                                         duty of confidentiality provided for in the present Clause remains in force after the
                                         termination of the present Agreement, for a period of 2 (two) years after said termination.



 


	6.	Intellectual
                                         and Industrial Property
	 	 



	6.1.	The
                                         First Party shall own exclusively all the patrimonial rights of industrial property (inventions,
                                         utility models, industrial models, designs and brands) and intellectual property (database,
                                         software, etc) arisen during the execution of the present Agreement.
	 	 



	6.2.	For
                                         the effects of the present Agreement, “Invention” means any discovery or
                                         improvement regarding any technologies, products, components, equipment, techniques,
                                         processes, information systems, computer hardware or software, informatic applications,
                                         design, devices, utensils, machinery and all the know-how related to it, directly or
                                         indirectly, with past, present or future Company’s activities or of any other entity
                                         in corporate or commercial relation with the Company.
	 	 



	6.3.	The
                                         First Party is the exclusive holder of the exploration rights of eventual Inventions
                                         created by the Second Party during the validity of the present agreement within the framework
                                         of the Company’s organization and with resource to the material and human means
                                         provided by the Company to its use, both if those works are or are not susceptible of
                                         being patented or registered as moral, intellectual of industrial property or intellectual
                                         property rights or similar rights.



 






    4


     


    

 



	6.4.	It
                                         is considered that the remuneration earned by the Second Party already comprises the
                                         remuneration for its Inventions, wherefore the holding of the rights mentioned in the
                                         previous clauses will not entitle the Second Party to receive any compensation or reimbursement.
	 	 



	6.5.	The
                                         Second Party accepts and declares that, the First Party’s solicitation, will sign,
                                         acknowledge and grant all the document, included patent requests, that are necessary
                                         to obtain patents of register industrial or intellectual property rights in any or all
                                         countries and to grand the holding of those rights to the First Party, its successors
                                         and assigns, with all the respective costs bore by the First Party.
	 	 



	6.6.	In
                                         view of the specificity, confidentiality and type of services which are part of the Second
                                         Party’s activities, it is expressly agreed that, during the validity of this Agreement
                                         and in the six months after its termination (whatever the reason for such termination),
                                         in case of any Inventions that under the terms of this Clause may be object of industrial
                                         or intellectual property rights and that have not been susceptible of being object of
                                         an exclusive exploration right by the First Party, those rights are automatically transferred
                                         from the Second Party to the First Party, considering that the remuneration earned by
                                         the Second Party comprises the compensation for its Inventions.



 


	7.	Non-compete
	 	 



	7.1.	For
                                         the effects of the present Agreement, “Competing Entity” means any person,
                                         natural or legal, including any type of organization or business, regardless of its legal
                                         form, that, in any geographic area, dedicates, even if partially, to the activities of
                                         investigation, development or production of hydrogen by using solar concentration.
	 	 



	7.2.	The
                                         Second Party undertakes to, during the entire validity of the present Agreement, not
                                         to have any interest, direct or indirect, in any Competing Entity (as board member, manager,
                                         director, quotaholder, shareholder, owner, employee, consultant, agent, representative,
                                         supplier or any kind of stakeholder) or in any other entity that sells or buys goods
                                         or services to the Company or to any other entity in corporate or commercial relation
                                         with the Company, without its prior consent. Without prejudice to the provisions of this
                                         paragraph, the Parties hereby agree that the Second Party may have the interests in the
                                         entities that sells or buys goods or services to the Company identified in Annex II.
                                         The Second Party furthermore undertakes not to develop any activity contrary to the Company’s
                                         interests.



 






    5


     


    

 



	7.3.	The
                                         Second Party undertakes to, during a 24 (twenty-four) months period from the date of
                                         the termination of the present Agreement, not to exercise, on its own, or as an employee,
                                         directly or through any kind of intermediation, a competing activity with the Company’s
                                         activity or of any other entity with corporate of commercial relation with Company. The
                                         Second Party expressly declares that the remuneration earned under the present Agreement
                                         includes sufficient compensation for the post-mandate non-compete obligation provided
                                         for in the present number.
	 	 



	7.4.	The
                                         Second Party, furthermore, obliges to, during a period of 36 (thirty-six) months from
                                         the date of the termination of the present Agreement: (i) not to contact professionally
                                         and/or hire, directly or indirectly, the clients that have contracted with the First
                                         Party or with any other entity in corporate or commercial relation with the Company;
                                         (ii) not to contact professionally and/or hire, directly or indirectly, the employees
                                         – former, present or future – of the First Party or of any other entity in
                                         corporate or commercial relation with the Company.



 


	8.	Nature
                                         of the relationship
	 	 



	8.1.	The
                                         Second Party acknowledges and accepts that the exercise of its activity for the First
                                         Party under this Agreement and by dint of the election of a governing body does not grant
                                         the Second Party any link of labour nature, being exclusively ruled by the clauses in
                                         this agreement and in subsidiarity, by the legal rules that regulate the mandate, for
                                         which the termination of the mandate and of the present Agreement, in the above mentioned
                                         terms, will extinguish any and every professional relation between the First Party and
                                         Second Party.



 


	9.	Governing
                                         Law and Jurisdiction
	 	 



	9.1.	This
                                         Agreement shall be governed by the laws of Portugal.
	 	 



	9.2.	For
                                         any matter regarding the validity, interpretation or execution of the present Agreement
                                         it will be competent Lisbon’s District Court.
	 	 



	9.3.	The
                                         written communications that the First Party may direct to the Second Party must by in
                                         registered letter sent to the address mentioned in the present Agreement (unless other
                                         address has been previously indicated, by writing, by the Second Party) or through personal
                                         and direct delivery to the Second Party.




 






    6


     


    

 


Made
in two copies on 5th of August, 2020.


 


	The Company,	 
	 	 
	 	 
		 
	(João Teixeira Wahnon)	 
	 	 
	 	 
		 
	(Frederico Figueira da Chaves)	 
	 	 
	The Second Party,	 
	 	 
	 	 
		 
	Name:	 



 




    7


     


    

 


Annex
I


(Clause
1.4)


 


The
Parties agree that the Second Party may partially dedicate time to the performing of the functions identified below:


 


[●]




    8


     


    

 


Annex
II


(clause
7.2)


 


The
Parties agree that the Second Party may have the interests in the entities that sells or buys goods or services to the Company
identified below:


 


[●]


 


 


9