Exhibit
10.2


 


MTBC,
INC.


EXECUTIVE
EMPLOYMENT AGREEMENT


 


EMPLOYMENT
AGREEMENT, dated as of the 23rd day of March, 2021 between MTBC, Inc., a Delaware Company (the “Company”)
and A. Hadi Chaudhry (the “Executive”).


 


WHEREAS,
the Executive has been employed by the Company or one of its subsidiaries prior to the date hereof as President since January
1, 2018


 


WHEREAS,
the Executive possesses unique knowledge of the business and affairs of the Company, including its policies, methods, personnel
and operations; and


 


WHEREAS,
the Board of Directors of the Company (the “Board of Directors”) believes it to be in the best interests of the Company
to ensure the Executive’s continued employment by the Company in the capacity and under the terms and conditions set forth
herein;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and agreements hereinafter set forth, the Company and Executive
agree as follows:


 


1.
Effective Date. This Employment Agreement shall become effective on March 29, 2021 (the “Effective Date”).


 


2.
Employment. The Company hereby employs the Executive and the Executive hereby accepts employment all upon the terms and
conditions herein set forth.


 


3.
Duties. The Executive shall perform such management duties for the Company and its affiliates as may from time to time
be assigned and which are consistent with his titles of Chief Executive Officer and President. The Executive hereby promises to
perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any
affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.


 


4.
Extent of Services.


 


(a)
The Executive shall devote his entire time, attention and energies to the business of the Company and shall not during the term
of this Employment Agreement be engaged in any other business activity whether or not such business activity is pursued for gain,
profit or other pecuniary advantage; but this shall not be construed as preventing the Executive from investing his personal assets
in businesses which do not compete with the Company in such form or manner as will not require any services on the part of the
Executive in the operation of the affairs of the companies in which such investments are made and in which his participation is
solely that of an investor, nor shall this be construed as preventing the Executive from purchasing securities in any Company
whose securities are regularly traded provided that such purchases shall not result in his collectively owning beneficially at
any time one percent (1%) or more of the equity securities of any Company engaged in a business competitive to that of the Company,
without the express prior written consent of the Company.


 


(b)
It shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees;
or deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as such activities, separately
or in the aggregate, do not materially interfere with the performance of the Executive’s responsibilities as an employee
of the Company in accordance with this Agreement.


 




    	 



    	 



    

 


5.
Compensation.


 


(a)
For services rendered under this Employment Agreement, the Company shall pay the Executive a salary determined annually by the
Board of Directors (the “Base Salary”), payable (after deduction of applicable payroll taxes) in the same manner and
on the same payroll schedule in which Company employees receive payment. Executive’s Base Salary as of the Effective Date
shall be $300,000. The Executive shall also be eligible for and participate in such fringe benefits as shall be generally provided
to executives of the Company, including those under the MTBC, Inc. Amended and Restated Equity Incentive Plan which may be adopted
from time to time during the term hereof by the Company, including 30,000 additional restricted common stock units, which will
vest in four equal tranches over the course of two (2) years, subject to the Executive remaining in the active employ of the Company.


 


(b)
The Board of Directors shall review the Executive’s compensation at least once a year and effect such increases in the Base
Salary as the Board of Directors, in its sole discretion, determines are merited, based upon the Executive’s performance
and consistent with the Company’s compensation policies. At the conclusion of each Fiscal Year, the Executive shall be eligible
for, and the Board of Directors in its sole discretion may award, an executive bonus based on the achievement of objectives established
by the Board of Directors in line with the rules of the Company’s bonus plan. Executive’s Target Bonus is equal to
100% of Base Salary.


 


6.
Paid Time Off. During the term of this Employment Agreement, the Executive shall be entitled to the same number of paid
days off pursuant to the Company’s customary paid time off policy as he has on the date of this Employment Agreement.


 


7.
Expenses. During the term of this Employment Agreement, the Company shall reimburse the Executive for all reasonable out-of-pocket
expenses incurred by the Executive in connection with the business of the Company and in performance of his duties under this
Employment Agreement upon the Executive’s presentation to the Company of an itemized accounting of such expenses with reasonable
supporting data.


 


8.
Term. The Executive’s employment under this Employment Agreement shall commence on the Effective Date and shall expire
on the second year anniversary date thereof. The term of employment shall automatically be extended for consecutive periods
of one (1) year each unless notice of termination of employment is given by either party hereto at least ninety (90) days prior
to the expiration of the initial or any renewal term, in which case, this Agreement shall terminate at the end of such initial
or renewal term, as the case may be. In the case of a renewal and unless otherwise agreed to in writing by parties, the terms
and conditions of this Employment Agreement shall apply to any renewals or extensions thereto. Notwithstanding the foregoing,
the Company may, at its election, terminate the Executive’s employment hereunder as follows:


 


(i)
Upon thirty (30) days’ notice if the Executive becomes physically or mentally incapacitated or is injured so that he is
unable to perform the services required of him hereunder and such inability to perform continues for a period in excess of twenty-six
(26) weeks and is continuing at the time of such notice; or


 


(ii)
For “Cause” upon notice of such termination to the Executive. For purposes of this Employment Agreement, the Company
shall have “Cause” to terminate its obligations hereunder upon (A) the reasonable determination by the Board of Directors
that the Executive has repeatedly failed to substantially to perform his duties hereunder (other than as a result of his incapacity
due to physical or mental illness or injury), which failure amounts to a repeated and consistent neglect of his duties hereunder,
(B) the reasonable determination by the Board of Directors that the Executive materially fails or refuses to comply with any lawful
regulation or policy of the Company, and fails to correct the non-compliance following written notice from the Company, (C) the
reasonable determination by the Board of Directors that the Executive has engaged or is about to engage in conduct materially
injurious to the Company, (D) the Executive’s having been convicted of a felony or a misdemeanor involving moral turpitude,
(E) a material breach by the Executive of any of the other covenants or representations herein or any other agreement between
Executive and the Company, or (F) fraud, theft, embezzlement or misappropriation of Company property or funds; or


 


(iii)
Without Cause at any time upon notice of such termination to the Executive; or


 




    	 



    	 



    

 


(iv)
Without Cause within twelve months after a Change in Control. Change in Control for purposes of this Agreement, unless the Board
determines otherwise, shall be deemed to have occurred at such time as: (A) any person (as the term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) is or becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company representing more than 50%
of the Company s outstanding voting securities or rights to acquire such securities except for any voting securities issued or
purchased under any employee benefit plan of the Company or its subsidiaries, (B) Any sale, lease, exchange or other transfer
(in one transaction or a series of transactions) of all or substantially all of the assets of the Company, (C) a plan of liquidation
of the Company or an agreement for the sale or liquidation of the Company is approved and completed, or (D) The Board determines
in its sole discretion that a Change in Control has occurred, whether or not any event described above has occurred or is contemplated;
or


 


(v)
Upon the death of the Executive.


 


In
addition, the Executive shall have the right to terminate this Employment Agreement upon notice to the Company if, without his
consent, his responsibilities and duties on the date hereof are materially reduced (a “Material Demotion”) and such
Material Demotion continues for ten (10) business days after the date of notice to the Company. A Material Demotion shall be treated
as a termination by the Company without Cause and the Executive shall be entitled to receive salary continuation pay as provided
by, and subject to the terms and conditions of, subparagraph 9(c) below.


 


9.
Payment Upon Termination.


 


(a)
If this Employment Agreement is terminated pursuant to paragraph 8(i) above, the Executive shall receive disability pay from the
date of such termination until the second anniversary of the Effective Date at the rate of 50% of the Base Salary, reduced by
applicable payroll taxes and further reduced by the amount received by the Executive during such period under any Company-maintained
disability insurance policy or plan or under Social Security or similar laws. Such disability payments shall be paid periodically
to the Executive as provided in paragraph 5(a) for the payment of salary.


 


(b)
If the Employment Agreement is terminated pursuant to paragraph 8(ii) or 8(v) above, the Executive shall receive no salary continuation
pay or severance pay.


 


(c)
If this Employment Agreement is terminated pursuant to paragraph 8(iii) or 8(iv) above, or as a result of the Executive having
terminated this Employment Agreement following a Material Demotion, the Executive shall receive salary continuation pay for the
remainder of the contractual term, but not in any event for less than twenty-four months from the date of such termination (“Salary
Continuation Period”), equal to the Executive’s most recent annual salary plus his target bonus (as determined under
the bonus plan last in effect for the Executive). In addition, the Company shall pay the premiums necessary to continue Executive’s
group health coverage for the Salary Continuation Period under the applicable provisions of the Consolidated Omnibus Budget Reconciliation
Act (“COBRA”), provided Executive elects to continue and remains eligible for those benefits under COBRA, and does
not become eligible for health coverage through another employer during this period; provided, however, that the salary continuation
payments, bonus and other benefits described in this paragraph 9(c) shall cease if the Executive shall, directly or indirectly,
be in breach of his obligations under paragraph 13 hereof. Such salary continuation payments (less applicable payroll taxes) shall
be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary.


 


(d)
If the Company shall decide not to renew this Employment Agreement, the Executive shall receive severance pay, for a period of
twenty-four months following the date of expiration of the then current term (“Severance Pay”), equal to the Executive’s
most recent annual salary (excluding any and all executive bonus plan amounts). Such severance payments (less applicable payroll
taxes) shall be paid periodically to the Executive as provided in paragraph 5(a) for the payment of the Base Salary. The Executive
hereby agrees to make a smooth transition of responsibilities during that ninety (90) day period and the Executive further agrees
not to take any legal action against the Company related to said non-renewal and termination of employment.


 




    	 



    	 



    

 


(e)
During the Salary Continuation Period or Severance Period, the Executive shall be under no obligation to mitigate the costs to
the Company of the salary continuation or severance payments, and, no compensation that the Executive may receive from another
employer during the salary continuation or severance period shall be offset against amounts owed to Executive hereunder. Notwithstanding
the foregoing, in order to be entitled to the payments under paragraphs 9(c) and (d), Executive shall be required to execute and
deliver (and not revoke) a release of all employment related claims against the Company in a form attached hereto as Exhibit A.


 


10.
Representations. The Executive hereby represents to the Company that (a) he is legally entitled to enter into this Employment
Agreement and to perform the services contemplated herein and is not bound under any employment or consulting agreement to render
services to any third party, (b) he has the full right, power and authority, subject to no rights of third parties, to grant to
the Company the rights contemplated by paragraph 11 hereof, and (c) he does not now have, nor within the last three years has
had, any ownership interest in any business enterprise (other than interest in publicly traded companies where his ownership does
not exceed one percent (1%) or more of the equity capital) which is a customer of the Company, any of its subsidiaries, or from
which the Company or any of its subsidiaries purchases any goods or services or to whom such Companies owe any financial obligations
or are required or directed to make any payments.


 


11.
Inventions. The Executive hereby sells, transfers and assigns to the Company or to any person or entity designated by the
Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements,
whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during the
term hereof which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration
or development by the Company or any of its affiliates or which otherwise relate to or pertain to the business, functions or operations
of the Company or any of its affiliates or which arise from the efforts of the Executive during the course of his employment for
the Company or any of its affiliates. The Executive shall communicate promptly and disclose to the Company, in such form as the
Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements;
and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents
as may be necessary or required of the Executive to permit the Company or any person or entity designated by the Company to file
and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to
the business of the Company and its affiliates and disclosed by the Executive within one year following the termination of this
Employment Agreement shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived
and made following such termination.


 


12.
Disclosure of Information. The Executive recognizes and acknowledges that the trade secrets, know-how and proprietary processes
of the Company and its affiliates as they may exist from time to time are valuable, special and unique assets of the business
of the Company and its affiliates, access to and knowledge of which are essential to the performance of the Executive’s
duties hereunder. The Executive will not, during or after the term of his employment by the Company or any of its affiliates,
in whole or in part, disclose such secrets, know-how or processes to any person, firm, Company, association or other entity for
any reason or purpose whatsoever, nor shall the Executive make use of any such property for his own purposes or for the benefit
of any person, firm, Company or other entity (except the Company and its affiliates) under any circumstances during or after the
term of his employment, provided that after the term of his employment these restrictions shall not apply to such secrets, know-how
and processes which are then in the public domain (provided that the Executive was not responsible, directly or indirectly, for
such secrets, know-how or processes entering the public domain without the Company’s consent).


 


13.
Non-Competition. During the term of Executive’s employment hereunder and for a period beginning on the date of termination
of Executive’s employment hereunder for any reason and ending on the later of one (1) year after the date of this Agreement
or one (1) year after any such termination of employment (“Non-Competition Period”) Executive shall not:


 


a)
without the prior written consent of the Company, directly or indirectly, as an Executive, employer, agent, principal, proprietor,
partner, stockholder, consultant, employee, director, or corporate officer, engage in any business or render any services to any
business that is in competition with the business of the Company; and


 




    	 



    	 



    

 


b)
(i) solicit any employee of the Company to engage in a competitive business or (ii) solicit customers of the Company on behalf
of any company or entity whose business is competitive with the Company.


 


If
the scope of any restrictions contained in Subsections (a) or (b) of this Section 13 are too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be enforced to the maximum extent permitted by law, and Executive
hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions.


 


14.
Injunctive Relief. If there is a breach or threatened breach of the provisions of paragraph 11, 12 or 13 of this Employment
Agreement, the Company shall be entitled to an injunction restraining the Executive from such breach. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies for such breach or threatened breach.


 


15.
Insurance. The Company may, at its election and for its benefit, insure the Executive against accidental loss or death,
and the Executive shall submit to such physical examination and supply such information as may be required in connection therewith.


 


16.
Notices. Any notice required or permitted to be given under this Employment Agreement shall be sufficient if in writing
and if sent by registered mail to the Executive at his home address as reflected on the records of the Company, in the case of
the Executive, or MTBC, Inc., 7 Clyde Road, Somerset New Jersey 08873, in the case of the Company.


 


17.
Waiver of Breach. A waiver by the Company or the Executive of a breach of any provision of this Employment Agreement by
the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.


 


18.
Governing Law. This Employment Agreement shall be governed by and construed and enforce in accordance with the laws of
the State of New Jersey without giving effect to the choice of law or conflict of laws provisions thereof.


 


19.
Assignment. This Employment Agreement may be assigned, without the consent of the Executive, by the Company to any of its
affiliates, or to any other person, partnership, Company, or other entity which has purchased substantially all the assets of
the Company, provided such assignee assumes all the liabilities of the Company hereunder.


 


20.
Severability. If any provision of any part of this Agreement is determined to be invalid or unenforceable, such invalidity
or unenforceability shall not invalidate or render unenforceable any other portion of this Agreement. The entire Agreement shall
be construed as if it did not contain the particular invalid or unenforceable provision(s) and the rights and obligations of the
Parties shall be construed and enforced accordingly.


 


21.
Entire Agreement. This Employment Agreement contains the entire agreement of the parties and supersedes any and all agreements,
letter of intent or understandings between the Executive and (a) the Company, (b) any of the Company’s principle shareholders,
affiliates or subsidiaries regarding employment. This Employment Agreement may be changed only by an agreement in writing signed
by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.


 


[Signature
page follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day first herein above written.


 


EXECUTIVE


 


	By: 	/s/
    A. Hadi Chaudhry	 
	 	A.
    Hadi Chaudhry	 


 


MTBC,
INC.


 


	By: 	/s/
    Kimberly Blanche	 
	 	Kimberly
    Blanche	 
	 	General
    Counsel	 


 




    	 



    	 



    

 


EXHIBIT
A


 


SEPARATION
AGREEMENT AND RELEASE


 


I,
______________________________, hereby acknowledge that MTBC, Inc. (“the Company”) has advised me by letter
dated _____________________(“the Letter”) of the pay and benefits to which I am entitled in connection with the separation
of my employment with the Company, and the separation pay which it has agreed to pay to me in exchange for my signing this Separation
Agreement and Release (“Release”). I further hereby acknowledge that the Company has advised me that I have a period
of forty-five (45) days from the date of such Letter to sign the Release. I also understand that I have a period of seven (7)
days following the date of my signature on the Release to change my mind and cancel this Release by sending a written revocation
notice to the attention of General Counsel, MTBC, Inc., 7 Clyde Road, Somerset, NJ 08873. I understand that this Release
is not enforceable until after the end of the seven (7) day period. I understand and agree that, should I revoke my Release, I
will return any severance pay paid to me by the Company in exchange for signing the Release.


 


In
consideration of such separation pay as set forth above and in the Letter, to which I acknowledge I am not otherwise entitled,
I hereby voluntarily release the Company, the Company’s respective associates, affiliates, predecessors, successors, subsidiaries,
parents, or agents of any of them, and the directors, officers, employees and agents of any of them, and shareholders (all the
parties mentioned immediately before shall be referred to as the “Released Parties”) from, and waive any right to
personal benefit arising from any proceedings or lawsuits, in connection with any and all claims relating to my employment, or
the separation of my employment which I have or may have or acquire up to the date of my signature on this Release, including,
but not limited to, claims of discrimination whether arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act of 1967 as amended, the Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, the Americans
with Disabilities Act, the Civil Rights Act of 1991 or any other federal, state or local law. Moreover, I release all claims and
waive all rights to file a judicial action and to receive personal benefit in connection with any other proceeding against the
Released Parties arising from claims of breach of contract, claims for benefits other than those required by applicable law, claims
for additional compensation and/or commissions, claims that the separation of my employment was wrongful, unjust or a violation
of public policy or any other claim arising out of any matter concerning the Company or Released Parties in any form which may
have occurred prior to the date of my signature on this Release.


 


I
agree that I will not, directly or indirectly, engage in any conduct or make any statement disparaging or criticizing in any way
the Company or any of its subsidiaries or affiliates or any of their respective officers, directors or employees nor shall you,
directly or indirectly, engage in any conduct or make any statement that could be reasonably expected to impair the goodwill or
reputation of the Company or any of its subsidiaries or affiliates, in each case, except to the extent required by law, and then
only after consultation with the Company to the extent possible. The Company agrees it will use its reasonable efforts to ensure
that the Company does not, directly or indirectly, engage in any conduct or make any statement disparaging or criticizing you
in any way, or engage in any other conduct or make any other statement that could be reasonably expected to impair your business
reputation, except to the extent required by law, and then only after consultation with Executive to the extent possible; provided,
that any refusal by the Company to give a reference shall not be a breach of this provision.


 


I
recognize that this Release shall be binding upon and apply to all of my heirs, executors, administrators, successors and assigns.
In the event that state law restricts general releases and provides me with statutory rights, I also waive my right to such statutory
protection to the full extent lawfully possible. This Release shall run to and benefit the Company and its respective associates,
affiliates, predecessors, successors, subsidiaries, parents, or agents of any of them, assigns and the past and present directors,
officers, agents, and employees.


 


[Signature
page follows]


 




    	 



    	 



    

 


I
agree that the Company has advised me in writing of my right to consult with an attorney prior to signing this Release and has
provided me with sufficient time to review and sign the Release. I have carefully read and fully understand the contents of the
Release and my voluntary signature is evidence of my intent to be legally bound by its terms.


 


	 	 	 
	(Print
    or Type Name)	 	(Witness
    Name - Printed or Typed)
	 	 	 
	 	 	 
	Signature	 	Witness
    Signature
	 	 	 


 


	Date	 	 	Date