10-2





 







Exhibit 10.2


 



Amendment No. 2 to the Executive



Employment Agreement



Between Track Group, Inc. and Derek Cassell



Dated December 1, 2016


 


 


THIS AMENDMENT NO. 2 to that certain Executive
Employment Agreement by and between Track Group, Inc. (the
"Company") and Derek Cassell (the "Executive") is entered into as
of December 13, 2017.

 


WHEREAS, the Company and the Executive
entered into that certain Executive Employment Agreement dated
December 1, 2016 (the "Employment Agreement"); and

 


WHEREAS, the Company and the Executive
entered into an Amendment to the Employment Agreement dated
February 13, 2017 (“Amendment 1”); and


 


WHEREAS, the Board of Directors of the
Company has agreed to promote Executive, and Executive has agreed
to accept a promotion, from the position of President to Chief
Executive Officer effective January 1, 2018, and the parties have
agreed to increase Executive’s base salary, to increase his
Target Bonus from 50% to 100% effective for bonus plan year 2018
and thereafter, to provide Executive with additional Shares of
Company common stock, and have agreed to the other terms contained
herein.

 


NOW, THEREFORE, the parties agree to
amend the Employment Agreement effective January 1, 2018, as
follows:

 


1.      
The Employment Agreement and Exhibit B thereto shall be modified to
replace the word "President" with the words "Chief Executive
Officer" wherever the word "President" appears.

 


2.       
Paragraph 2 shall be modified to read in full as
follows:


 


"During his
Employment Term as defined in Paragraph 5, Executive will perform
his duties faithfully and to the best of his ability and will
devote his full business efforts and time during normal working
hours to the Company. Executive will report to the Board of
Directors of the Company. Executive shall be responsible for duties
typical of the office, including but not limited to the
responsibilities set forth in the Track Group, Inc. Corporate
Governance Manual Position Description For Chief Executive Officer.
Furthermore, Executive shall perform such other duties and projects
as may be assigned by the Board of Directors of the Company that
are consistent with his position."


 


3. 
      Paragraph 3A. shall be modified to
change the base salary to $275,000.00 per calendar year effective
January 1, 2018.

 




 


 








 






 


4.        
Paragraph 3 shall be modified to include the
following:


 


“ B. (i)
Subject to approval by the Board of Directors, Executive will be
issued 300,000 unregistered restricted shares of Company common
stock (the “Shares”). The Shares shall bear an
applicable restrictive legend. The Shares shall vest as follows:
(i) 100,000 Shares shall vest on January 1, 2018, (ii) 100,000
Shares shall vest on January 1, 2019 and (iii) 100,000 Shares shall
vest on January 1, 2020.”


 


“D.
Change of Control. In the
event that, at any time during the Executive’s employment
under this Agreement, the Company experiences a Change of Control
(as hereinafter defined), the Executive shall be entitled to
receive a cash payment equal to twelve (12) months of
Executive’s Base Annual Salary (at the Executive’s
highest Base Annual Salary), plus all Restricted Stock, Warrant and
Options shall become one hundred percent (100%) vested and fully
exercisable and the Company shall have no repurchase
right.

 


For
purposes of this Agreement, a “Change of Control” shall
mean, and be deemed to have occurred upon: (i) a sale or transfer
of substantially all of the Common Stock of the Company in any
transaction or series of related transactions (other than sales in
the ordinary course of business); (ii) any merger, consolidation or
reorganization to which the Company is a party, except for a
merger, consolidation or reorganization in which the Company is the
surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of the Company’s
outstanding Common Stock (on a fully-diluted basis) immediately
prior to the merger, consolidation or reorganization, hold a
majority of the voting power of the Company after such merger,
consolidation or reorganization.

 


5.        
The last sentence of Paragraph 3B. as set forth in Amendment 1
shall be modified to add at the beginning the words: “Subject
to paragraph 5,”


 


6.        
Paragraph 5A. shall be deleted in its entirety and replaced with
the following:


 


“A.
Employment Term of Agreement. The Employment Term of this Agreement
shall commence on October 1, 2016 and shall continue in effect
until December 31, 2020 unless earlier terminated by either party
in accordance with the provisions of this Section 5, or extended by
mutual agreement of the parties.”


 


7.        
Paragraph 5B.(II)(ii) shall be modified to provide that for
purposes of the Severance Payment the Target Bonus shall be deemed
to be vested and earned.


 


8.        
The last sentence of Paragraph 6 shall be modified to read in full
as follows: “If Executive voluntarily terminates his
employment with the Company he shall provide written notice to the
Chairman of the Board of Directors at least one hundred twenty
(180) days prior to terminating such
employment.”


 


9.        
Paragraph 12 shall be modified to change notice to the Company from
"Attn: Chief Executive Officer" to "Attn: Chairman, Board of
Directors."


 




 


 








 






 

 

10.        
Exhibit "B" of the Employment Agreement titled "Executive Bonus
Formula" shall be modified to change the Target Bonus percentage
from 50% to 100% effective for bonus plan year 2018 and for each
bonus plan year thereafter.


 

 


IN WITNESS WHEREOF, each of the parties has executed this
Amendment No. 2 to the Executive Employment Agreement between Track
Group, Inc. and Derek Cassell dated December 1, 2016, in the case
of the Company by its duly authorized Board Member, as of the day
and year first above written.


 


 


	
TRACK
GROUP, INC. 

 


By: 
/s/ Guy
Dubois  

      Guy
Dubois



      Chairman of the
Board



	
EXECUTIVE

 

/s/
Derek Cassell

Derek
Cassell