Exhibit 10.2


Spherix Incorporated


 










 


August 30, 2007


 


Robert A. Lodder, Ph.D.


192 Timberlane Court


Nicholasville, KY
40356-9779


 


Dear Rob:


 


On behalf of the
Board of Directors (the “Board”) of Spherix Incorporated (the “Company”), I am
pleased to offer you the position of President of the Company


 


1.                                       POSITIONS;  START DATE


 


As President of the Company (“COO”), you shall report
to the CEO/COO of the Company and perform such other duties as may be assigned
to you by the Board. You agree not to actively engage in any other employment,
occupation or consulting activity that conflicts with the interests of the
Company. Unless we mutually agree otherwise, you will commence employment as
the President immediately upon the closing of the sale by the Company of InfoSpherix,
August 16, 2007 (the “Start Date”).


 


2.                                       SALARY


 


Your salary will be $13,333.33 per month ($160,000.00
annualized), payable monthly in accordance with the Company’s standard payroll
practice and subject to applicable withholding taxes. Because your position is
exempt from overtime pay, your salary will compensate you for all hours worked.
Your salary will be reviewed annually by the Board, or its Compensation
Committee, and any adjustments will be effective as of the date determined by
the Board, or its Compensation Committee.


 


3.                                       RESTRICTED STOCK AWARD


 


As a one-time “signing bonus” you will be granted a
restricted stock award of 15,000 shares of Company common stock as of the Start
Date which will vest over a one year period. The restricted stock will be
issued pursuant to the provisions of a Restricted Stock Agreement.


 


4.                                       BONUS


 


In addition to your salary, you will be eligible to
earn an annual bonus of up to thirty-five percent (35%) of salary if you meet
or exceed certain performance standards which will be mutually determined by
you, the CEO, and the Compensation Committee, and approved by the Board. Your
annual bonus for 2007 shall be pro-rated based on the fact that you will not
have worked for the Company for a full calendar year in 2007. The performance
standards for 2007 will be mutually determined and approved within thirty (30)
days of the Start Date and prior to the beginning of each subsequent calendar
year. You will be eligible for an annual bonus for any calendar year only if
you remain employed as President as of December 31 of such calendar year. The
bonus will be payable 


 


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within thirty (30)
days of the filing by the Company of its Form 10-K for the relevant calendar
year. The bonus will be payable in cash, subject to applicable withholding
taxes.


 


5.                                       BENEFITS


 


You will also be entitled, during the term of your
employment, to such employee benefits as the Company may offer from time to
time, subject to applicable eligibility requirements. You will also be
entitled, during the term of your employment, to paid time off in accordance
with the Company’s policies.


 


6.                                       TERMINATION OF EMPLOYMENT


 


Your employment may be terminated at any time by you,
or by the Company with or without Cause. This at-will employment relationship
cannot be changed except in writing signed by both you and the Chairman of the
Compensation Committee. The following matters will provide the Company with
justification for termination of your employment with “Cause”:


 


(a)                                  any act by you of fraud or embezzlement;


 


(b)                                 your conviction of any felony involving
an act of dishonesty, moral turpitude, deceit or fraud;


 


(c)                                  any act of dishonesty or misconduct
(whether in connection with your responsibilities as an employee of the Company
or otherwise) that either materially impairs the Company’s business, goodwill
or reputation or materially compromises your ability to represent the Company
with the public;  or


 


(d)                                 your material failure to perform your
lawful duties to the Company after receiving written notice from the Company’s
Board of Directors describing such failure in reasonable detail.


 


7.                                       PAYMENTS UPON TERMINATION OF EMPLOYMENT


 


If you terminate your employment or if the Company
terminates your employment with or without Cause, the Company will pay you any
accrued and unpaid compensation (subject to normal withholding and other
deductions) to the effective date of termination of your employment. If the
Company terminates your employment without Cause after the end of any calendar
year, but before payment of an annual bonus, you will be entitled to payment of
any annual bonus previously awarded to you for the immediately preceding
calendar year or, in the absence of any prior award, you will be entitled to
consideration of an annual bonus for the immediately preceding calendar year
based on compliance with the applicable performance standards.


 


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8.                                       CONFIDENTIALITY AND OTHER AGREEMENTS


 


With your employment comes the responsibility that you
will honor any confidentiality or other agreements you have signed with other entities.
If you have any confidential information or trade secrets, written, or
otherwise known by you, you agree not to bring them to the Company, and you
agree not to use them in any way. You attest that you have not signed any
agreement that would prohibit you from working here and that you will fully
comply with the provisions of all agreements with prior employers.


 


9.                                       ADDITIONAL PROVISIONS


 


The terms described in this letter agreement will be
the terms of your employment, and this letter supersedes any previous
discussions or offers. This letter agreement will only become effective if the
Company sells InfoSpherix by December 31, 2007. If such sale does not occur by
that date, this letter agreement will be of no further force or effect. Any
additions or modifications of these terms would have to be in writing and
signed by you and the Chairman of the Compensation Commission.


 


The validity, interpretation, construction and
performance of this letter agreement shall be governed by the laws of the State
of Delaware (except their provisions governing the choice of law).


 


If you agree that this letter agreement evidences our
agreement concerning your employment as President, please indicate so by
signing both copies of this letter retaining one for your files.


 


We are very excited about you joining us. I look
forward to a productive and mutually beneficial working relationship. Please
let me know if I can answer any questions for you about any of the matters
outlined in this letter agreement.


 





 


ACCEPTANCE


 


I accept
employment as President of Spherix Incorporated under the terms set forth in
this letter agreement:


 


	
  /s/ Robert A. Lodder

  	
   

  
	
  Robert A. Lodder, Ph.D.

  



 


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