Exhibit
10.02


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made effective as of the 1st day of February, 2018 (the “Effective Date”).


 


BETWEEN:


 


H/Cell
Energy Corporation, a corporation formed pursuant to the laws of the State of Nevada and having an office for business located
at 97 River Road, Flemington, NJ 08822 (“Employer”);


 


AND


 


Paul
V. Benis, Jr., an individual having an address at 1406 Steeple Chase Road, Downingtown, PA 19335 (“Employee”)


 


WHEREAS,
Employee has agreed to serve as an employee of Employer, and Employer has agreed to hire Employee as such, pursuant to the
terms and conditions of this Employment Agreement (the “Agreement”).


 


NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations
and warranties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Employee and Employer hereby agree as follows:


 


ARTICLE
1


EMPLOYMENT


 


Employer
hereby hires Employee as Executive Vice President and Employee hereby affirms and accepts such employment by Employer for the
“Term” (as defined in Article 3 below), upon the terms and conditions set forth herein.


 


ARTICLE
2


DUTIES


 


During
the Term, Employee shall serve Employer faithfully, diligently and to the best of their ability, under the direction and supervision
of Employer as defined and shall use their best efforts to promote the interests and goodwill of Employer and any affiliates,
successors, assigns, subsidiaries, and/or future purchasers of Employer. Employee shall render such services during the Term at
Employer’s principal place of business or at such other place of business as may be determined by Employer, as Employer
may from time to time reasonably require of Employee, and shall devote all of their business time to the performance thereof.
Employee shall have operational and management oversight of certain various operating subsidiaries of H/Cell, as determined by
H/Cell in its sole discretion, provided, however, that Employee shall initially have oversight of PVBJ INC, and those duties and
powers as generally pertain to each of the offices of which they hold, as the case may be, subject to the control of Employer.


 


ARTICLE
3


TERM


 


The
“Term” of this Agreement shall commence on the Effective Date and continue thereafter for a term of three (3) years,
whereupon this Agreement shall terminate and neither party shall have any further obligation thereafter arising under this Agreement,
except as explicitly set forth herein to the contrary.


 




    	 



     


    

 


ARTICLE
4


COMPENSATION


 


Salary


 


4.1


Employer
shall pay to Employee an annual salary (the “Salary”) of One Hundred Fifty Thousand Dollars ($150,000), payable in
equal installments at the end of such regular payroll accounting periods as are established by Employer, or in such other installments
upon which the parties hereto shall mutually agree, and in accordance with Employer’s usual payroll procedures, but no less
frequently than monthly. In addition to the Salary, Employee will be eligible for a discretionary annual fiscal year-end bonus
to be determined by Employer.


 


Benefits


 


4.2


During
the Term, Employee shall be entitled to participate in all medical and other employee benefit plans, including vacation, sick
leave, retirement accounts and other employee benefits provided to similarly situated employees on terms and conditions no less
favorable than those offered to such employees. Such participation shall be subject to the terms of the applicable plan documents,
Employer’s generally applicable policies, and the discretion of the Board of Directors or any administrative or other committee
provided for in, or contemplated by, such plan.


 


Expense
Reimbursement


 


4.3


Employer
shall reimburse Employee for reasonable and necessary expenses incurred by them on behalf of Employer in the performance of their
duties hereunder during the Term in accordance with Employer’s then customary policies, provided that such expenses are
adequately documented.


 


Automobile


 


4.4


Employee
shall be entitled to the full-time use of an automobile owned or leased by Employer. In addition, Employer shall reimburse Employee
for all maintenance and gasoline expenses associated with the automobile, provided that such expenses are adequately documented.


 


Vacation


 


4.5


Employee
shall have the right to no less than five (5) weeks of paid vacation during each successive one year period of his employment
by the Employer, which vacation time shall be taken at such time or times in each such one year period so as not to materially
and adversely interfere with the performance of his responsibilities under this Agreement. Employee shall not be entitled to carry
over any unused vacation time from one year to the next and any accrued but unused vacation time will be waived.


 


ARTICLE
5


OTHER
EMPLOYMENT


 


During
the Term of this Agreement, Employee shall devote substantially all of their business and professional time and effort, attention,
knowledge, and skill to the management, supervision and direction of Employer’s business and affairs as Employee’s
highest professional priority. Except as provided below, Employer shall be entitled to all benefits, profits or other issues arising
from or incidental to all work, services and advice performed or provided by Employee. Provided that the activities listed below
do not materially interfere with the duties and responsibilities under this Agreement, nothing in this Agreement shall preclude
Employee from devoting reasonable periods required for:


 


	(a)	Serving
    as an associate, member, director or owner of any organization involving no conflict of interest with Employer, provided that
    Employee obtain the written consent of Employer, which consent shall not be unreasonably withheld, conditioned or delayed;
    or
	 	 
	(b)	Serving
    as a consultant in their area of expertise to government or academic panels where it does not conflict with the interests
    of Employer, provided that Employee obtain the written consent of Employer, which consent shall not be unreasonably withheld,
    conditioned or delayed.


 




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ARTICLE
6


CONFIDENTIAL
INFORMATION - INVENTIONS


 


Confidential
Information


 


6.1


Employee
shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation,
any confidential information concerning any matters not generally known or otherwise made public by Employer which affects or
relates to Employer’s business, finances, operations, research, development, inventions or plans (collectively, “Confidential
Information”). Confidential Information shall not include information in the public domain at the time of the disclosure
of such information by Employee or information that is disclosed by Employee with the prior consent of Employer.


 


Documents


 


6.2


Employee
further agrees that all documents and materials furnished to Employee by Employer and relating to the Employer’s business
or prospective business are and shall remain the exclusive property of Employer. Employee shall either deliver or destroy (and
certify to such destruction) all such documents and materials, not copied, to Employer or upon demand therefore and in any event
upon expiration or earlier termination of this Agreement. Any payment of sums due and owing to Employee by Employer hereunder
upon such expiration or earlier termination shall be conditioned upon returning or destroying (and certifying to such destruction)
all such documents and materials, and Employee expressly authorizes Employer to withhold any such payments due and owing pursuant
to Article 4 hereunder pending return or destruction (and providing certification of such destruction) of such documents and materials.


 


Inventions


 


6.3


All
ideas, inventions, and other developments or improvements conceived or reduced to practice by Employee, alone or with others,
during the Term of this Agreement, whether or not during working hours, that are within the scope of the business of Employer
or that relate to or result from any of Employer’s work or projects or the services provided by Employee to Employer pursuant
to this Agreement, shall be the exclusive property of Employer. Employee agrees to assist Employer, at Employer’s expense,
to obtain patents and copyrights on any such ideas, inventions, writings, and other developments, and agrees to execute all documents
necessary to obtain such patents and copyrights in the name of Employer.


 


Disclosure


 


6.4


During
the Term, Employee will promptly disclose to Employer full information concerning any interest, direct or indirect, of Employee
in any business that is known to Employee to purchase or otherwise obtain services or products from, or to sell or otherwise provide
services or products to, Employer, its suppliers or its customers.


 


ARTICLE
7


COVENANT
NOT TO COMPETE


 


Except
as expressly permitted in Article 5 above, during the Term of this Agreement and for a period of one (1) year after the effective
termination of this Agreement, (a) Employee shall not engage, directly or indirectly, in any business or activity competitive
to any business or activity engaged in by Employer or (b) solicit or interfere with any relationship of an employee, contractor,
supplier or customer of Employer, or using, for the benefit of any person or entity other than Employer, any Confidential Information
of Employer. Notwithstanding anything contrary to the foregoing, nothing in this Agreement shall prohibit Employee from serving
as a Manager (as defined in the Pennsylvania Uniform Limited Liability Company Act of 2016) of Total Services Residential, LLC
(“TSR”), provided, however, that Employee shall be prohibited from conducting day-to-day type of operations of TSR.


 




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ARTICLE
8


SURVIVAL


 


Employee
agrees that the provisions of Articles 6, 7 and 9 shall survive expiration or earlier termination of this Agreement for any reasons,
whether voluntary or involuntary, with or without cause, and shall remain in full force and effect thereafter. Notwithstanding
the foregoing, if this Agreement is terminated upon the dissolution of Employer, the filing of a petition in bankruptcy by Employer
or upon an assignment for the benefit of creditors of the assets of Employer, Articles 6, 7 and 9 shall be of no further force
or effect.


 


ARTICLE
9


INJUNCTIVE
RELIEF


 


Employee
acknowledges and agrees that the covenants and obligations of Employee set forth in Articles 6 and 7 relate to special, unique
and extraordinary matters and that a violation of any of the terms of such covenants and obligations can cause Employer irreparable
injury for which adequate remedies may not be available under law. Therefore, Employee agrees that Employer shall be entitled
to an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain Employee from committing any violation of the covenants and obligations referred to in this Article 9.
These injunctive remedies are cumulative and in addition to any other rights and remedies Employer may have at law or in equity.


 


ARTICLE
10


TERMINATION


 


Termination
by Employee


 


10.1


Employee
may terminate this Agreement for Good Reason at any time upon thirty (30) calendar days’ prior written notice to Employer,
provided the Good Reason has not been cured within such period of time.


 


Good
Reason


 


10.2


In
this Agreement, “Good Reason” means, without Employee’s prior written consent, the occurrence of any of the
following events, unless Employer shall have fully cured all grounds for such termination within thirty (30) days after Employee
gives notice thereof:


 


	 	(i)	any
    reduction in Employee’s then current Salary, as may be increased from the date hereof (“Current Salary”);
	 	 	 
	 	(ii)	any
    failure to pay or provide required compensation and benefits;
	 	 	 
	 	(iii)	the
    actual or constructive removal of the Employee from the position of Executive Vice President;
	 	 	 
	 	(iv)	any
    material diminution in their duties or the assignment of duties not customarily associated with the Employee’s position
    as Executive Vice President;
	 	 	 
	 	(v)	any
    relocation of Employee’s office as assigned to them by Employer, to a location more than 45 miles from the originally
    assigned location;
	 	 	 
	 	(vi)	the
    failure of Employer to obtain the assumption in writing of its obligation to perform this Employment Agreement by any successor
    to all or substantially all of the assets of Employer or upon a merger, consolidation, sale or similar transaction of Employer;
    or
	 	 	 
	 	(vii)	the
    dissolution of Employer, the filing of a petition in bankruptcy by Employer or upon an assignment for the benefit of creditors
    of the assets of Employer. 


 


The
written notice given hereunder by Employee to Employer shall specify in reasonable detail the cause for termination, and such
termination notice shall not be effective until thirty (30) days after Employer’s receipt of such notice, during which time
Employer shall have the right to respond to Employee’s notice and cure the breach or other event giving rise to the termination.


 




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Termination
by Employer


 


10.3


Employer
may terminate its employment of Employee under this Agreement for cause at any time by written notice to Employee. For purposes
of this Agreement, the term “cause” for termination by Employer shall be (a) a conviction of or plea of guilty or
nolo contendere by Employee to a felony, or any crime involving fraud or embezzlement; (b) the refusal by Employee to perform
their material duties and obligations hereunder; (c) Employee’s willful and intentional misconduct in the performance of
their material duties and obligations; or (d) if Employee or any member of their immediate family members makes any personal
profit arising out of or in connection with a transaction to which Employer is a party without making prior disclosures to and
obtaining the prior written consent of Employer. The written notice given hereunder by Employer to Employee shall specify in reasonable
detail the cause for termination. Such termination shall be effective upon receipt of the written notice.


 


Severance


 


10.4


Upon
a termination of this Agreement without Good Reason by Employee or with cause by Employer, Employer shall pay to Employee all
accrued and unpaid compensation and expense reimbursement as of the date of such termination, subject to the provision of Section
6.2. Upon a termination of this Agreement with Good Reason by Employee or without cause by Employer, Employer shall pay to Employee
all accrued and unpaid compensation and expense reimbursement as of the date of such termination and the “Severance Payment.”
The Severance Payment shall be payable in a lump sum, subject to Employer’s statutory and customary withholdings. If the
termination of Employee hereunder is by Employee with Good Reason, including, but not limited to, Section 10.2(vii), the Severance
Payment shall be paid by Employer within five (5) business days of the expiration of any applicable cure period. If the termination
of Employee hereunder is by Employer without cause, the Severance Payment shall be paid by Employer within five (5) business days
of termination. The “Severance Payment” shall equal the amount of the Current Salary as of the date of such termination,
from the date of such termination until the end of the Term of this Agreement (prorated for any partial month).


 


Termination
Upon Death


 


10.5


If
Employee dies during the Term of this Agreement, this Agreement shall terminate, except that Employee’s legal representatives
shall be entitled to receive any accrued but unpaid compensation or expense reimbursement due hereunder through the date of death.


 


Termination
Upon Disability


 


10.6


If,
during the Term of this Agreement, Employee suffers and continues to suffer from a “Disability” (as defined below),
then Employer may terminate this Agreement by delivering to Employee thirty (30) calendar days’ prior written notice of
termination based on such Disability, setting forth with specificity the nature of such Disability and the determination of Disability
by Employer. For the purposes of this Agreement, “Disability” means Employee’s inability, with reasonable accommodation,
to substantially perform Employee’s duties, services and obligations under this Agreement due to physical or mental illness
or other disability for a continuous, uninterrupted period of sixty (60) calendar days or ninety (90) days during any twelve month
period. Upon any such termination for Disability, Employee shall be entitled to receive any accrued but unpaid compensation and
expense reimbursement due hereunder through the date of termination.


 


ARTICLE
11


PERSONNEL
POLICIES, BENEFITS, BENEFICIARIES


 


Except
as otherwise provided herein, Employee’s employment shall be subject to the personnel policies, benefit plans and vacation
plans which apply generally to Employer’s employees as the same may be interpreted, adopted, revised or deleted from time
to time, during the Term of this Agreement, by Employer in its sole discretion. This Agreement shall inure to the benefit of Employer
and any affiliates, successors, assigns, parent corporations, subsidiaries, and/or purchasers of Employer as they now or shall
exist while this Agreement is in effect.


 




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ARTICLE
12


GENERAL
PROVISIONS


 


No
Waiver


 


12.1


No
failure by either party to declare a default based on any breach by the other party of any obligation under this Agreement, nor
failure of such party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any
future breach.


 


Modification


 


12.2


No
waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in
writing and duly executed by the parties to be charged therewith.


 


Choice
of Jurisdiction


 


12.3


This
Agreement shall be governed by and construed in accordance with the laws of the state and country where the Employee maintains
a permanent address, without regard to any conflict-of-laws principles. Employer and Employee hereby consent to personal jurisdiction
before all courts in such state and country, and hereby acknowledge and agree that to be the most proper forum to bring a complaint
before a court of law.


 


Entire
Agreement


 


12.4


This
Agreement embodies the whole agreement between the parties hereto regarding the subject matter hereof and supersedes any agreement
prior to the Effective Date first above written. The parties agree that there are no inducements, promises, terms, conditions,
or obligations made or entered into by Employer or Employee other than contained herein.


 


Severability,
Headings and Assignment


 


12.5


All
agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in
Articles 1 and 4 hereof, shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein. The headings contained herein are for the convenience of reference and are
not to be used in interpreting this Agreement. Employee may not assign, pledge or encumber his interest in this Agreement nor
assign any of his rights or duties under this Agreement without the prior written consent of Employer.


 


Independent
Legal Advice


 


12.6


Employer
has obtained legal advice concerning this Agreement and has requested that Employee obtain independent legal advice.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF the parties have executed this Employment Agreement as of the Effective Date first above written.


 





	Employer:
    H/CELL ENERGY CORPORATION	 	Employee:
    PAUL V. BENIS, JR.
	 	 	 	 	 
	 	 	 	 	 
	By:
    	Andrew
    Hidalgo	 	 	 
	Title:
    	Chief
    Executive Officer	 	 	 


 







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