Exhibit 10.2 


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated as of the 19th day of April, 2016, effective January
1, 2016 (the “Effective Date”), by and among between GOPHER PROTOCOL INC., a Nevada corporation with its principal
office located at 23129 Cajalco Road, Perris, California 92570 (the “Company”), and DANNY RITTMAN, with an address
located at 7071 Florey Street, San Diego, CA 92122 (the “Executive”).


W
I T N E S S E T H:


WHEREAS,
the Company currently employs the Executive as its Chief Technology Officer;


WHEREAS,
the Company and the Executive previously entered into an Employment Agreement on June 30, 2015 (the “June Agreement”);


 


WHEREAS,
the Company wishes to acknowledge the extraordinary accomplishments achieved by the Executive on behalf of the Company and
for the benefit of the shareholders of the Company during his term, including, but not limited to, developing the Gopher Patch
technology, securing production capacity and developing key distributors for the Company;


 


WHEREAS,
it is further acknowledged by the Company that, during this critical time, Executive did not accept payment of his salary
so as to further the business objectives of the Company;


 


WHEREAS,
the Company desires that the Executive continue to serve as the CTO of the Company in consideration of past accomplishments
and future anticipated achievements pursuant to the terms and conditions set forth herein; and


 


WHEREAS,
this Agreement amends and restates the June Agreement;


NOW,
THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:


1.                 
Employment and Duties. 


A.
Subject to the terms and conditions hereinafter set forth, the Company hereby employs Executive as the Company's Chief Technology
Officer (the “Position”) during the Term, as hereinafter defined. Executive shall have the duties and responsibilities
associated with the Position. Executive shall report to the Chief Executive Officer (the "CEO") of the Company. Executive
shall also perform such other duties and responsibilities as may be determined by the CEO, as long as such duties and responsibilities
are reasonable and consistent with the Position. The Company and Executive acknowledge and agree that the CEO may, from time to
time and at any time, assign Executive to perform services and duties of an executive or financial nature reasonably consistent
with his duties and authority hereunder for other entities owned by, the Company. Executive shall (1) devote working time, attention,
and energy, using his best efforts, to perform his duties and provide his services under this Agreement; (2) faithfully and competently
serve and further the interests of the Company in every lawful way, giving honest, diligent, loyal, and cooperative service to
the Company; (3) discharge all such duties and perform all such services as aforesaid in a timely manner; and (4) comply with
all lawful policies which from time to time may be in effect at the Company or that the Company adopts. Executive shall use its
commercially reasonable best efforts to preserve the confidentiality of confidential information designated as confidential by
Company or that may assumed to be confidential. Executive understands that the Company is a publicly traded company trading on
the OTCBB under the symbol GOPH. Executive understands that it may come in possession of material non-public information. Executive
agrees that it will protect such information and not buy or sell the Company’s securities when in possession of such information.
Executive represents that it is an accredited investor as that term is defined by Regulation D as promulgated under the Securities
Act of 1933, as amended (the “Act”), and all compensation in the form of securities of the Company 


issued
to Executive under Section 2 of this Agreement shall be issued under Section 4(2) of the Act and shall contain the appropriate
restrictive legend under the Act.


 


B.
The “Term” shall mean the period commencing on the Effective Date and ending on the one (1) year anniversary of the
Effective Date.


2.Conflicts
of Interest. Executive represents, warrants and agrees that he is not presently engaged in, nor shall he during the term of
his employment with the Company enter into, any employment, consulting or agency relationship or agreement with any third party
that is a vendor, investor or related party to the Company. Executive further represents, warrants and agrees that he does not
presently, nor shall he, during the term of his employment with the Company, possess any significant interest, directly or indirectly,
in any third party whose interests would be reasonably expected to conflict with those of any of the Company. Executive will not
devote 100% of his time to the Company and he will engage in other employment, consulting, or other business activity provided
there is no conflict with the Company.


 


3.                 
Executive’s Performance. Executive hereby accepts the employment contemplated by this Agreement. During the Term,
Executive shall perform his duties diligently, in good faith and in a manner consistent with the best interests of the Company,
and shall devote a significant portion of his business time to the performance of his duties under this Agreement. 


4.                 
Compensation and Other Benefits. Executive will receive salary at the rate of $144,000 annually (the “Base Salary”).
The Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the
Company’s payroll policy and practices. In addition, the Base Salary of the Executive may from time to time be increased,
but not decreased, and/or Executive shall receive annual bonuses, by the Board, in its absolute discretion.


5.                 
Reimbursement of Expenses. The Company shall reimburse Executive, upon presentation of proper expense statements and receipts,
for all preapproved in writing, authorized, ordinary and necessary out-of-pocket expenses reasonably incurred by Executive
during the Term in connection with the performance of his services pursuant to this Agreement in accordance with the Company’s
expense reimbursement policy. 


6.                 
Termination of Employment. The Company may terminate this Agreement and Executive’s employment pursuant to this Agreement
immediately for any reason whatsoever, in which event no further compensation shall be payable to Executive subsequent to the
date of such termination. 


7.                 
Trade Secrets and Proprietary Information.


(a)               
Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has
developed and will continue to develop in the future confidential information. “Confidential information” shall
mean all information of a proprietary or confidential nature relating to Covered Persons, including, but not limited to, such
Covered Person’s trade secrets or proprietary information, confidential know-how, and marketing, services, products,
business, research and development activities, inventions and discoveries, whether or not patentable, and information
concerning such Covered Person’s services, business, customer or client lists, proposed services, marketing strategy,
pricing policies and the requirements of its clients and relationships with its lenders, suppliers, licensors, licensees and
others with which a Covered Person has a business relationship, financial or other data, technical data or any other
confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a
material adverse effect on the Company, its businesses, any business in which it proposes to engage. Executive agrees that he
will not at any time use or disclose to any person any confidential information relating to the Company or any affiliate of
the Company or any client of the Company which provided confidential information to Executive; provided, however, that
nothing in this Section 7(a) shall be construed to prohibit Executive from using or disclosing such information if he can
demonstrate that such information (i) became public knowledge other than by or as a result of disclosure by a person not
having a right to make such disclosure or (ii) was disclosure that was authorized by the Company. The term “Covered
Person” shall include the Company and subsidiaries and any other person who provides information to the Company
pursuant to a secrecy or non-disclosure agreement.



    

     

    




(b)              
In the event that any confidential information
is required to be produced by Executive pursuant to legal process (including judicial process or governmental administrative subpoena),
Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior
to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately
notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s
cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive
shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required
by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure
only to the extent that disclosure is required by the court order, and Executive will exercise
reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the
Confidential Information.


(c)               
Executive shall, upon expiration or termination of the Term, or earlier at the request of the Company, turn over to the Company
or destroy all documents, papers, computer disks or other material in Executive’s possession or under Executive’s
control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s
hard drive or other storage media, he shall, upon the request of the Company, cause either such information to be erased from
his computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material.


(d)              
Executive further realizes that any trading in the Company’s common stock or other securities or aiding or assisting others
in trading in the Company’s common stock or other securities, including disclosing any non-public information concerning
the Company or its affiliates to a person who uses such information in trading in the Company’s common stock or other securities,
may constitute a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s
common stock or other securities while in the possession of material non-public information in a manner that would constitute
a violation of federal and state securities laws.


(e)               
For the purposes of this Agreement, the term “Company” shall include the Company, its subsidiaries and affiliates.


8.                 
Covenant Not To Solicit or Compete.


(a)               
During the period from the date of this Agreement until two years following the date on which Executive’s employment is
terminated, Executive will not, directly or indirectly:


(i)
persuade or attempt to persuade any person which is or was a customer, client or supplier of the Company to cease doing business
with the Company, or to reduce the amount of business it does with the Company (the terms “customer” and “client”
as used in this Section 8 to include any potential customer or client to whom the Company submitted bids or proposals, or
with whom the Company conducted negotiations, during the term of Executive’s employment or consulting relationship hereunder
or during the twelve (12) months preceding the termination of his employment or consulting relationship, as the case may be);


(ii)
solicit for himself or any other person other than the Company the business of any person which is a customer or client of the
Company, or was a customer or client of the Company within one (1) year prior to the termination of his employment or consulting
relationship;


(iii)
persuade or attempt to persuade any Executive of the Company, or any individual who was an Executive of the Company during
the one (1) year period prior to the lawful and proper termination of this Agreement, to leave the Company’s employ, or
to become employed by any person in any business in the United States whether as an officer, director, consultant, partner,
guarantor, principal, agent, employee, advisor or in any manner, which directly competes with the business of the Company as
it is engaged in at the time of the termination of this Agreement, provided, however, that nothing in this Section 8
shall be construed to prohibit the Executive from owning an interest of not more than five (5%) percent of any public company
engaged in such activities.



    

     

    




(b)              
During the period from the date of this Agreement until two years following the date on which Executive’s employment is
terminated, Executive will not, directly or indirectly become an officer, director, more
than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or
otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter
defined) in the same or any similar business competitive with that of the Company (including the Company's present and future
subsidiaries and affiliates) as such business shall exist on the day of this Agreement and during Executive's Term. The territory
of this Agreement shall be throughout the United States (the "Territory") 


(c)               
Executive will not, during or after the Term, make any disparaging statements concerning the Company, its business, officers,
directors and employees that could injure, impair, damage or otherwise affect the relationship between the Company, on the one
hand, and any of the Company’s employees, suppliers, customers, clients or any other person with which the Company has or
may conduct business or otherwise have a business relationship of any kind and description; provided, however, that this sentence
shall not be construed to prohibit either from giving factual information required to be given pursuant to legal process, subject
to the provisions of Section 8(b) of this Agreement. The Company will not make any disparaging statements concerning Executive.
This Section 8(b) shall not be construed to prohibit either party from giving factual information concerning the other party in
response to inquiries that such party believes are bona fide.


(d)              
The Executive acknowledges that the restrictive covenants (the “Restrictive Covenants”) contained in Sections 7
and 8 of this Agreement are a condition of his employment and are reasonable and valid in geographical and temporal scope and
in all other respects. If any court determines that any of the Restrictive Covenants, or any part of any of the Restrictive Covenants,
is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected and shall
remain in full force and effect, without regard to the invalid portion. If any court determines that any of the Restrictive Covenants,
or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall
have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.


(e)               
Nothing in this Section 8 shall be construed to prohibit Executive from owning a passive, non-management interest of less than
5% in any public company that is engaged in activities prohibited by this Section 8.


9.                 
Injunctive Relief. Executive agrees that his violation or threatened violation of any of the provisions of Sections 7
or 8 of this Agreement shall cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach
of any of said provisions, Executive consents to the entry of preliminary and permanent injunctions by a court of competent jurisdiction
prohibiting Executive from any violation or threatened violation of such provisions and compelling Executive to comply with such
provisions. This Section 9 shall not affect or limit, and the injunctive relief provided in this Section 10 shall be
in addition to, any other remedies available to the Company at law or in equity or in arbitration for any such violation by Executive.
Subject to Section 8(c) of this Agreement, the provisions of Sections 7, 8 and 9 of this Agreement shall survive any termination
of this Agreement and Executive’s employment and consulting relationship pursuant to this Agreement.


10.             
Indemnification. The Company shall provide Executive with payment of legal fees and indemnification to the maximum extent
permitted by the Company’s or the Company’s, as the case may be, certificate of incorporation, by-laws and applicable
law. The Company shall provide Executive with the same indemnification as are provided by the Company to officers and directors
of its subsidiaries and, if Executive is an officer or director of the Company, the Company shall provide Executive with the same
indemnification as the Company provides for its officers and directors.




    	 



    	 



    

11.             
Representations by the Parties.


(a)               
Executive represents, warrants, covenants and agrees that he has a right to enter into this Agreement, that he is not a party
to any agreement or understanding, oral or written, which would prohibit performance of his obligations under this Agreement,
and that he will not use in the performance of his obligations hereunder any proprietary information of any other party which
he is legally prohibited from using.


(b)              
The Company represents, warrants and agrees that it has full power and authority to execute and deliver this Agreement and perform
its obligations hereunder. 


12.             
Miscellaneous.


(a)               
Intentionally left blank.


(b)              
Any notice, consent or communication required under the provisions of this Agreement shall be given in writing and sent or delivered
by hand, overnight courier or messenger service, against a signed receipt or acknowledgment of receipt, or by registered or certified
mail, return receipt requested, or telecopier or similar means of communication if receipt is acknowledged or if transmission
is confirmed by mail as provided in this Section 12(b), to the parties at their respective addresses set forth at the beginning
of this Agreement or with notice to the Company being sent to the attention of the individual who executed this Agreement on its
behalf. Any party may, by like notice, change the person, address or telecopier number to which notice is to be sent. If no telecopier
number is provided for Executive, notice to him shall not be sent by telecopier.


(c)               
This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed
by, the laws of the State of Florida applicable to contracts executed and to be performed wholly within such State, without regard
to principles of conflicts of laws. Each party hereby (i) consents to the exclusive jurisdiction of the federal courts in
Florida, (ii) agrees that any process in any action commenced in such court under this Agreement may be served upon it or
him personally, either (x) by certified or registered mail, return receipt requested, or by courier service which obtains evidence
of delivery, with the same full force and effect as if personally served upon such party in Florida, or (y) by any other method
of service permitted by law, and (iii) waives any claim that the jurisdiction of any such court is not a convenient forum
for any such action and any defense of lack of in personam jurisdiction with respect thereof.


(d)              
If any term, covenant or condition of this Agreement or the application thereof to any party or circumstance shall, to any extent,
be determined to be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition
to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law, and
any court or arbitrator having jurisdiction may reduce the scope of any provision of this Agreement, including the geographic
and temporal restrictions set forth in Section 8 of this Agreement, so that it complies with applicable law.


(e)               
This Agreement constitutes the entire agreement of the Company and Executive as to the subject matter hereof, superseding all
prior or contemporaneous written or oral understandings or agreements, including any and all previous employment agreements or
understandings, all of which are hereby terminated, with respect to the subject matter covered in this Agreement. This Agreement
may not be modified or amended, nor may any right be waived, except by a writing which expressly refers to this Agreement, states
that it is intended to be a modification, amendment or waiver and is signed by both parties in the case of a modification or amendment
or by the party granting the waiver. No course of conduct or dealing between the parties and no custom or trade usage shall be
relied upon to vary the terms of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.




    	 



    	 



    

(f)               
No party shall have the right to assign or transfer any of its or his rights hereunder except that the Company’s rights
and obligations may be assigned in connection with a merger of consolidation of the Company or a sale by the Company of all or
substantially all of its business and assets.


(g)              
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, executors,
administrators and permitted assigns.


(h)              
The headings in this Agreement are for convenience of reference only and shall not affect in any way the construction or interpretation
of this Agreement.


(i)                
This Agreement may be executed in counterparts, each of which when so executed and delivered will be an original document, but
both of which counterparts will together constitute one and the same instrument. 


13.             
Final Agreement. This agreement supersedes all employment agreements between the Company and the Executive. In settlement of any
obligations under prior agreements, the Executive acknowledges payment of all amounts due under the prior arrangement.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.





	 	 	GOPHER PROTOCOL INC.
	 	 	 
	 	 	By:
/s/Michael D. Murray
	 	 	Name:
Michael D. Murray
	 	 	Title:
CEO
	 	 	 
	 	 	EXECUTIVE:
	 	 	 
	 	 	/s/Danny
Rittman
	 	 	Danny
Rittman