Exhibit 10.2


 





EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”)
is dated and effective as of October 1, 2016, by and between Praco Corporation, a Nevada corporation (the “Company”),
and David S. Callan (the “Executive”).


 


WHEREAS, the Company recognizes that the Executive’s
talents and abilities are unique and desires to secure the services of the Executive on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth below, the parties hereby agree as follows:


 


1.       Employment.
The Company hereby agrees to employ the Executive as the Chief Operating Officer of the Company, and the Executive hereby accepts
such employment, on the terms and conditions set forth below.


 


2.       Term.
The Executive’s employment by the Company hereunder (the “Employment Period”) shall begin on October 1, 2016
(the “Effective Date”) and end on September 30, 2019.


 


3.       Position
and Duties. During the Employment Period, the Executive shall serve as the Chief Operating Officer of the Company, with such
duties, authority and responsibilities as are normally associated with and appropriate for such position. The Executive shall devote
his working time, attention and energies (other than absences due to illness or vacation) to the performance of his duties for
the Company. Notwithstanding the above, the Executive shall be permitted, to the extent such activities do not substantially interfere
with his performance of his duties and responsibilities hereunder or violate Section 9(a) or (b) of this Agreement, to (i) manage
his personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees, (iii) serve on boards of other
companies, (iv) make personal appearances and lectures, and (v) maintain Director of Temprano Energy
Corporation (vi) maintain employment as General Partner and Portfolio Manager of Hawk Opportunity Fund. The Executive shall be
entitled to receive and retain all remuneration received by him from the items listed in clauses (i) through (vi) of this paragraph.


 


4.       Place
of Performance. During the Employment Period, the Company shall maintain executive offices for the Executive in the County
of Bucks, Pennsylvania and the Executive shall not be required to relocate to any other location.


 


5.       Compensation
and Related Matters.


 


(a)       Base
Salary. During the Employment Period, the Company shall pay the Executive a base salary at the rate of not less than $48,000
per year (“Base Salary”).


 


The Executive’s Base Salary shall be
paid in approximately equal installments in accordance with the Company’s customary payroll practices. If the Company does
not have the funds to pay the Executive’s base salary in accordance with this Agreement, his salary shall accrue until the
Company has completed a Financing. All accrued salary shall be paid upon completion of a Financing. If the Company increases the
Executive’s Base Salary, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.
If at the end of the year the Company does not have the funds, nor have completed a refinancing, the Executive, at his option,
may take the accrued salary in common stock at a 25% discount to market value


 






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(b)       Business,
Travel and Entertainment Expenses. The Company shall promptly reimburse the Executive for all business; travel and entertainment
expenses as shall be approved by the Chief Financial Officer of the Company and that are consistent with the Executive’s
titles and the practices in effect immediately prior to the Effective Date.


 


(c)       Vacation.
The Executive shall be entitled to four (4) weeks of vacation per year. Vacation not taken during the applicable fiscal year (but
not in excess of four (4) weeks) shall be carried over to the next following fiscal year. If at any time or times during the term
of this Agreement, Executive’s accrued vacation time reaches four (4) weeks, no additional vacation time shall accrue until
one or more vacation days have been taken by Executive, after which vacation time shall again begin to accrue, subject, however,
to the maximum of four (4) weeks accrued vacation time. Executive shall also be entitled to such holidays with full pay as the
Company affords its executive employees.


 


(d)       Welfare,
Pension and Incentive Benefit Plans. During the Employment Period, the Executive (and his eligible spouse and dependents) shall
be entitled to participate in all the welfare benefit plans and programs which may be maintained by the Company and approved by
the Board from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization,
dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the
Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit
plans and programs which may be maintained from time to time by the Company and approved by the Board for the benefit of its senior
executives, other than any annual cash incentive plan.


 


(e)       Inventions.
All processes, inventions, patents, copyrights, trademarks, and other intangible rights that may be conceived or developed by Executive,
either alone or with others, during the term of Executive’s employment, whether or not conceived or developed during Executive’s
working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of the Company was used,
or that relate at the time of conception or reduction to practice of the invention to the business of the Company or to the Company’s
actual or demonstrably anticipated research and development, or that result from any work performed by Executive for the Company,
shall be the sole property of the Company. Executive shall disclose to the Company all inventions conceived during the term of
employment, whether or not the property of the Company under the terms of the preceding sentence, provided that such disclosure
shall be received by the Company in confidence. Executive shall execute all documents, including patent applications and assignments,
required by the Company to establish the Company’s rights under this Section.


 






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(f)       Bonus.
All refinancing’s, fund raising, debt or equity sales, and acquisitions when completed by Executive will be subject to bonus
payment of 10% of gross proceeds of the transaction. Executive will have the option, but not the obligation, to take the Bonus
in stock (at a 25% discount to then market value) or cash at his discretion. In addition, Executive will be entitled to a production
bonus equal to 10% of the value of the increased production over the 2015 Fiscal Year End (FYE) production baseline calculated
annually.


 


6.       Termination.
The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:


 


(a)       Death.
The Executive’s employment hereunder shall terminate upon his death.


 


(b)       Disability.
If, as a result of the Executive’s incapacity due to physical or mental illness as determined by a physician selected by
the Executive, and reasonably acceptable to the Company, (i) the Executive shall have been substantially unable to perform his
duties hereunder for two consecutive months, or for an aggregate of 60 days during any period of twelve consecutive months and
(ii) within thirty days after written Notice of Termination is given to the Executive after such two- or twelve- month period,
the Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have
the right to terminate the Executive’s employment hereunder for “Disability”.


 


(c)       Cause.
The Company shall have the right to terminate the Executive’s employment for “Cause.” For purposes of this Agreement,
the Company shall have “Cause” to terminate the Executive’s employment only upon the Executive’s:


 


(i)       conviction
of a felony or willful gross misconduct; or


 


(ii)      willful
and continued failure to perform his duties hereunder (other than such failure resulting from the Executive’s incapacity
due to physical or mental illness or after the issuance of a Notice of Termination by the Executive for Good Reason) within ten
business days after the Company delivers to him a written demand for performance that specifically identifies the actions to be
performed.


 


For purposes of this Section
6(c), no act or failure to act by the Executive shall be considered “willful” if such act is done by the Executive
in the good faith belief that such act is or was to be beneficial to the Company or one or more of its businesses, or such failure
to act is due to the Executive’s good faith belief that such action would be materially harmful to the Company or one of
its businesses. Cause shall not exist unless and until the Company has delivered to the Executive a copy of a resolution duly adopted
by a majority of the Board (excluding the Executive for purposes of determining such majority) at a meeting of the Board called
and held for such purpose after reasonable (but in no event less than fifteen days’) notice to the Executive and an opportunity
for the Executive, together with his counsel, to be heard before the Board, finding that in the good faith opinion of the Board
that “Cause” exists, and specifying the particulars thereof in detail.


 






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(d)       Good
Reason. The Executive may terminate his employment for “Good Reason” after giving the Company detailed written
notice thereof, if the Company shall have failed to cure the event or circumstance constituting “Good Reason” within
thirty business days after receiving such notice. Good Reason shall mean the occurrence of any of the following without the written
consent of the Executive or his approval in his capacity as a member of the Board:


 


(i)       the
assignment to the Executive of duties inconsistent with this Agreement or a change in his titles or authority;


 


(ii)      any
failure by the Company to comply with Section 5 hereof in any material way after Executive provides written notice to the Board,
as hereinafter described, and the failure by the Company to cure any such alleged material non-compliance within thirty (30) days
after receipt of the written notice;


 


(iii)     the
requirement of the Executive to relocate to locations other than those provided in Section 4 hereof; or


 


(iv)     any
material breach of this Agreement by the Company after Executive provides written notice to the Board, as hereinafter described,
and the failure by the Company to cure any such alleged material breach within thirty (30) days after receipt of the written notice.


 


The Executive’s right
to terminate his employment hereunder for Good Reason shall not be affected by his incapacity due to physical or mental illness.
The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.


 


(e)       Without
Good Reason. The Executive shall have the right to terminate his employment hereunder without Good Reason by providing the
Company with a Notice of Termination.


 






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7.       Termination
Procedure.


 


(a)       Notice
of Termination. Any termination of the Executive’s employment by the Company or by the Executive during the Employment
Period (other than pursuant to Section 6(a) shall be communicated by written Notice of Termination to the other party. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice indicating the specific termination provision in this
Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under that provision.


 


(b)       Date
of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated by his death,
the date of his death, (ii) if the Executive’s employment is terminated pursuant to Section 6(b), thirty (30) days after
the date of receipt of the Notice of Termination (provided that the Executive does not return to the substantial performance of
his duties on a full-time basis during such thirty (30) day period), and (iii) if the Executive’s employment is terminated
for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving
of such notice) set forth in such Notice of Termination.


 


8.       Compensation
Upon Termination or During Disability. In the event the Executive is disabled or his employment terminates during the Employment
Period, the Company shall provide the Executive with the payments and benefits set forth below. The Executive acknowledges and
agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment during the
Employment Period.


 


(a)       Termination
By Executive for Good Reason. If the Executive’s employment is terminated by the Executive for Good Reason:


 


(i)       the
Company shall pay to the Executive, on or before the Date of Termination, a lump sum payment equal to six months of the Executives
then-current annual Base Salary, if any, and all accrued vacation pay through the Date of Termination;


 


(ii)      the
Company shall, consistent with past practice, reimburse the Executive pursuant to Section 5(c) for business expenses incurred but
not paid prior to such termination of employment;


 


(iii)     the
Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with
the terms and provisions of any agreements, plans or programs of the Company (other than any severance-based plan or program).


 


(iv)     there
shall be no further obligations hereunder.


 


The payments and benefits
provided for as clause (i) and (ii) above are hereinafter referred to as the “Accrued Obligations”.


 


(b)       Cause
or By Executive Without Good Reason. If the Company terminates the Executive’s employment for Cause or by the Executive
other than for Good Reason, then the Company shall provide the Executive with his then-current monthly Base Salary through and
including the Date of Termination and shall have no further obligation to the Executive hereunder.


 






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(c)       Disability.
During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental
illness (“Disability Period”), the Executive shall continue to receive his annual Base Salary for a one-year period,
if any, set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b). In the event the Executive’s
employment is terminated for Disability pursuant to Section 6(b), the Company shall provide the Executive with the excess, if any,
of his then-current Base Salary for a period of six months, less any amounts of any long-term disability benefits that he receives
under any Company welfare benefit plans and programs, payable in accordance with the normal payroll practices of the Company, for
the remaining six month period and shall have no further obligations to the Executive hereunder.


 


(d)       Death.
If the Executive’s employment is terminated by his death, the Company shall provide to the Executive’s beneficiary,
legal representatives or estate, as the case may be, the Executive’s then-current Base Salary through and including the date
of Executive’s death and shall have no further obligations hereunder.


 


9.       Confidential
Information; Nonsolicitation.


 


(a)       Confidential
Information. Except as may be required or appropriate in connection with the Executive carrying out his duties under this Agreement,
the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process,
or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate
with the Company in obtaining a protective order at the Company’s expense against disclosure by a court of competent jurisdiction),
communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance
of its business or to perform his duties hereunder, any trade secrets, confidential information, knowledge or data relating to
the Company and its businesses and investments, obtained by the Executive during the Executive’s employment by the Company
that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement).


 


(b)       Nonsolicitation.
During the Employment Period, and for 12 months after the Executive’s Date of Termination if the Executive’s employment
is terminated by the Company for Cause or the Executive terminates employment without Good Reason, the Executive will not, directly
or indirectly, solicit for employment by other than the Company any person (other than any personal secretary or assistant hired
to work directly for the Executive) employed by the Company or its affiliated companies, nor will the Executive, directly or indirectly,
solicit for employment by other than the Company any person known by the Executive (after reasonable inquiry) to be employed at
the time by the Company or its affiliated companies.


 






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(c)       Injunctive
Relief. In the event of a breach or threatened breach of this Section 9, the Executive agrees that the Company shall be entitled
to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, the Executive acknowledging
that damages would be inadequate and insufficient.


 


10.       Indemnification.


 


(a)       General.
The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Executive
is or was a trustee, director or officer of the Company, or any affiliates or is or was serving at the request of the Company,
or any of its affiliates as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint
venture, limited liability company, trust or other enterprise, including, without limitation, service with respect to employee
benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer,
member, employee or agent while serving as a trustee, director, officer, member, employee or agent, the Executive shall be indemnified
and held harmless by the Company to the fullest extent authorized by Delaware law, as the same exists or may hereafter be amended,
against all Expenses incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as
to the Executive even if the Executive has ceased to be an officer, director, trustee or agent, or is no longer employed by the
Company and shall inure to the benefit of his heirs, executors and administrators.


 


(b)       Expenses.
As used in this Agreement, the term “Expenses” shall include, without limitation, damages, losses, judgments, liabilities,
fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs
of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under this Agreement.


 


(c)       Enforcement.
If a claim or request under this Section 10 is not paid by the Company or on its behalf, within thirty (30) days after a written
claim or request has been received by the Company, the Executive may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim or request and if successful in whole or in part, the Executive shall be entitled to be paid also
the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance
with, applicable Delaware law.


 


(d)       Partial
Indemnification. If the Executive is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Executive
for the portion of such Expenses to which the Executive is entitled.


 






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(e)       Advances
of Expenses. Expenses incurred by the Executive in connection with any Proceeding shall be paid by the Company in advance upon
request of the Executive that the Company pay such Expenses, but only in the event that the Executive shall have delivered in writing
to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which the Executive is not entitled to
indemnification and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the
Company has been met.


 


(f)       Notice
of Claim. The Executive shall give to the Company notice of any claim made against his for which indemnification will or could
be sought under this Agreement. In addition, the Executive shall give the Company such information and cooperation as it may reasonably
require and as shall be within the Executive's power and at such times and places as are convenient for the Executive.


 


(g)       Defense
of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof:


 


(i)       The
Company will be entitled to participate therein at its own expense;


 


(ii)      Except
as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the Executive, which in the Company’s sole discretion may be regular counsel to the Company and
may be counsel to other officers and directors of the Company or any subsidiary. The Executive also shall have the right to employ
his own counsel in such action, suit or proceeding if he reasonably concludes that failure to do so would involve a conflict of
interest between the Company and the Executive, and under such circumstances the fees and expenses of such counsel shall be at
the expense of the Company.


 


(iii)     The
Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or
claim affected without its written consent. The Company shall not settle any action or claim in any manner, which would impose
any penalty that would not be paid directly, or indirectly by the Company or limitation on the Executive without the Executive’s
written consent. Neither the Company nor the Executive will unreasonably withhold or delay their consent to any proposed settlement.


 


(h)       Non-exclusivity.
The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 10 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under
any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested
directors or trustees or otherwise.


 






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11.       Legal
Fees and Expenses. If any contest or dispute shall arise between the Company and the Executive regarding any provision of this
Agreement, the Company shall reimburse the Executive for all legal fees and expenses reasonably incurred by the Executive in connection
with such contest or dispute, but only if the Executive prevails to a substantial extent with respect to the Executive’s
claims brought and pursued in connection with such contest or dispute. Such reimbursement shall be made as soon as practicable
following the resolution of such contest or dispute (whether or not appealed) to the extent the Company receives reasonable written
evidence of such fees and expenses.


 


12.       Successors;
Binding Agreement.


 


(a)       Company’s
Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred, except that the Company
shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall include any successor to its business and/or assets (by merger, purchase or otherwise) which executes
and delivers the agreement provided for in this Section 12 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.


 


(b)       Executive’s
Successors. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive
other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution.
Upon the Executive’s death, this Agreement and all rights of the Executive hereunder shall inure to the benefit of and be
enforceable by the Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent
any such person succeeds to the Executive’s interests under this Agreement. If the Executive should die following his Date
of Termination while any amounts would still be payable to him hereunder if he had continued to live, all such amounts unless otherwise
provided herein shall be paid in accordance with the terms of this Agreement to such person or persons so appointed in writing
by the Executive, or otherwise to his legal representatives or estate.


 


13.       Notice.
For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:


 


If to the Executive:


 


At his residence address most recently filed
with the Company.


 


If to the Company:


 


Praco Corporation


159 North State Street


Newtown, PA 18940


 


or to such other address as any party may have
furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon
receipt.


 






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14.       Miscellaneous.
No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing
signed by the Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by
the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The
respective rights and obligations of the parties hereunder of this Agreement shall survive the Executive’s termination of
employment and the termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.
Except or otherwise provided in Section 10 hereof, the validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of California without regard to its conflicts of law principles.


 


15.       Validity.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


16.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


17.       Entire
Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Any prior agreement
of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled.


 


18.       Withholding.
All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable
law or regulation.


 


19.       Section
Headings. The section headings in this Employment Agreement are for convenience of reference only, and they form no part of
this Agreement and shall not affect its interpretation.


 






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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date first above written.


 





	 	Praco Corporation
	 	 	 
	 	By: 	
	 	 	 
	 	Title: 	Chief Executive Officer
	 	 	 
	 	EXECUTIVE
	 	 
	 	/s/ David S. Callan
	 	David S. Callan







 


 


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