Exhibit 10.2


 





 


June
15, 2022


 


Mahi
Reddy


 


	 	Re:	Offer of Employment




 


Dear
Mahi,


 


Blink
Charging Co. (“Blink”), through its wholly-owned subsidiary SemaConnect, LLC (the “Company” or
“SemaConnect”), is pleased to offer you the position of Chief Executive Officer of SemaConnect (“CEO of SemaConnect”).
Your appointment is subject to approval by the Board of Directors of both the Company (the “Board”) and Blink, and
your compensation package, as outlined herein, is subject to the recommendation of Blink’s Compensation Committee (“Compensation
Committee”). Your Employment Start Date will be the day immediately following the Closing Date (as such term is defined in
the Merger Agreement between Blink and SemaConnect, Inc. dated June 13, 2022).


 


Base
Salary. Your starting annual base salary will be $31,250 per month ($375,000 annually), less applicable taxes, deductions, and withholdings,
to be paid monthly and subject to an annual review (“Base Salary”). You will be paid on the Company’s regularly
scheduled payday.


 


Blink
Board Position. You will be nominated for appointment to Blink’s Board as an Inside Director. Further, you agree to accept
such nomination and serve on Blink’s Board for the duration of the term for which you are elected. You acknowledge that there is
no compensation for serving as an Inside Director on the Board.


 


SemaConnect
India. In addition to the aforementioned responsibilities, you agree to continue your employment as a Director of SemaConnect India
and continue to receive your monthly management fee of


$2,600.


 


Annual
Performance Bonus. Each year, you and the Company will collaborate to establish periodic Key Performance Indicators to evaluate your
performance and achievements (“KPIs”). If you achieve your pre- established KPIs during the relevant timeframe, you
will be eligible to receive a cash bonus of up to fifty percent (50%) of your current Base Salary, less applicable taxes, deductions,
and withholdings (the “Performance Bonus”). Any failure to establish KPIs, which is not the fault of Company, will
exclude you from eligibility for the Performance Bonus. To qualify for the Performance Bonus, you must meet the relevant KPIs for the
twelve (12) months preceding the date your Performance Bonus is considered to be paid.


 


Equity
Awards. You will be entitled to receive equity awards (the “Equity Awards”) under Blink’s 2018
Incentive Compensation Plan (the “Incentive Plan”). The total aggregate annual award value under the Incentive
Plan will be up to fifty percent (50%) of your current Base Salary (the “Grant”), and such award value may be
adjusted from time to time. The entire Grant will be in the form of Blink’s Restricted Common Stock (the
“RCSs”). The Equity Award shall vest in equal one-third (1/3) increments beginning on each anniversary of its
grant date. All Equity Awards shall be granted to you, provided that: (i) at the end of each applicable vesting date, the Company
still employs you; and (ii) you satisfy the KPIs and other performance criteria established by the Incentive Plan. If Blink does not
renew your employment Term (defined below) or offer a new position as outlined herein, the Equity Awards shall vest fully on the
anniversary date of your Employment Start Date. Compensation Committee may decide at any time in the future to change the form of
the Equity Awards, including granting Stock Options instead of all or a portion of the RCSs, any replacement shall be subject to the
vesting schedule set forth herein, and all Stock Options shall expire five (5) years following their vesting. All Equity Awards,
including any cash bonuses, will be granted on or about March 31st of each year.


 




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Clawbacks.
All Equity Awards are subject to Blink’s Clawback Policy and such other policies that may be adopted in the future, including
any guidelines established under the Dodd-Frank Wall Street Reform and Consumer Protection Act.


 


Benefits.
The Company will pay for your cell phone plan and newspaper subscriptions, up to a combined total of five hundred dollars ($500).
During the Term hereof, you may continue using the vehicle that the Company has previously leased and provided for you.


 


Business
Expense Reimbursement. Upon presentation of appropriate documentation in accordance with the Company’s expense reimbursement
policies, the Company will reimburse you for reasonable business expenses incurred in connection with your employment. All expenses over
$1,000 must be preapproved by Blink.


 


Paid
Time Off. You will accrue Paid Time Off, which you will be allowed to use for absences due to illness, vacation, or personal need,
at a rate of one hundred and sixty (160) hours, or twenty (20) days (based upon an eight-hour workday), per year.


 


Term
and Termination. Your term of employment shall be one (1) year commencing on your Employment Start Date (the “Term”).
Blink shall have the right to (i) renew your term of employment for an additional one (1) year term no later than (30) days prior to
the end of the Term or (ii) offer a new position as a service provider on terms to be negotiated at such time. If Blink does not elect
to renew your employment or offer a position as a service provider, you shall be entitled to three (3) months of your Base Salary as
severance. Your term of service on Blink’s Board shall begin upon your election and end upon the election of a new Board by Blink’s
Shareholders’ meeting.


 


Termination
by the Company for Cause. You may be terminated by the Company immediately and without notice for “Cause,”
which shall mean: (i) your willful material misconduct; (ii) your willful failure to materially perform your responsibilities to the
Company; or (iii) your conduct or action that is prohibited under the policies of the Company, including, but not limited to, policies
regarding sexual harassment, insider trading, corporate disclosure, substance abuse and conflicts of interest. The Company shall determine
“Cause” after conducting a meeting where you can be heard on the topic.


 


Termination
Without Cause. The Company may terminate your employment without Cause not earlier than three months past your Employment Start Date.
(“Termination Without Cause”). Upon Termination Without Cause, the Company will continue paying your Base Salary for
an additional number of months equal to the number of months you were employed with the company, not to exceed twelve (12) months. In
all other situations regarding your termination (including resignation on your part), the following will terminate immediately: (i) all
further vesting of your outstanding Equity Awards and bonuses; and (ii) all payments from the Company to you hereunder (except to amounts
already earned). The foregoing is your sole entitlement to severance payments and benefits in connection with the termination of your
employment.


 


Death
and Disability. In the event of your death during the Term, your employment shall terminate immediately. If, during the
Term, you shall suffer a “Disability” within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, the Company may terminate your employment. In the event your employment is terminated due to death or Disability, you (or your
estate in case of death) shall be eligible to receive: (i) the separation benefits (in place of any severance payments); (ii) all
unpaid Base Salary amounts; (iii) and all outstanding and fully vested stock options and other Equity Awards.


 




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Proprietary
Agreement and No Conflict with Prior Agreements. As an employee of the Company, you will likely become knowledgeable about confidential
and/or proprietary information related to the operations, products, and services of the Company and/or Blink, and its clients. Similarly,
you may have confidential or proprietary information from prior employers that must not be used or disclosed to anyone at the Company.
Therefore, you will be required to read, complete, and sign Blink’s standard Employee Confidentiality and Assignment of Inventions
Agreement (“Proprietary Agreement”) and the Proprietary Information Obligations Checklist and return it to the Company
on or before your Employment Start Date. In addition, the Company requests that you comply with any existing and/or continuing contractual
obligations that you may have with your former employers. By signing this offer letter, you represent that your employment with the Company
shall not breach any agreement with any third party.


 


Obligations.
During your employment, you shall devote your full business efforts and time to the Company. However, this obligation shall not preclude
you from engaging in appropriate civic, charitable or religious activities, or, with the consent of the Board, from serving on the boards
of directors of companies that are not competitors to the Company and/or Blink, as long as these activities do not materially interfere
or conflict with your responsibilities to, or your ability to perform your employment duties. Any outside activities must comply with
and, if required, be approved by Blink’s Corporate Governance Guidelines.


 


Non-competition.
In addition to the obligations specified in the Proprietary Agreement, you agree that during your employment with the Company you
will not engage in, or have any direct or indirect interest in, any person, firm, corporation, or business (whether as an employee, officer,
director, agent, security holder, creditor, consultant, partner or otherwise) that is competitive with the business of the Company and/or
Blink, including, without limitation, planning, developing, installing, marketing, selling, leasing, and providing services relating
to electric vehicle charging stations.


 


Company
and Blink Policy Documents. As part of your onboarding process, you will be provided copies of the Company’s handbook which
shall be considered the terms and conditions of your employment, including the Confidentiality, Non-Disclosure, and IP Ownership Agreement
(“Blink Documents”), all of which must be returned to the Blink with signed consents and acknowledgments on or before
your Employment Start Date.


 


Background
Check. You represent that all information provided to the Company or its agents concerning your background is true and correct.


 


This
offer of employment is conditioned upon the following: (i) your execution of this offer letter; (ii) signing the Blink Documents’
acknowledgment forms; and (iii) you submitting to and passing a Company administered drug and background check before commencing your
employment. We look forward to you joining the Company. Please indicate your acceptance of this offer by signing below and returning
an executed copy of this offer to me at your earliest convenience.


 


	 	Very truly yours,
	 	 
	 	Michael D. Farkas
	 	CEO & Executive Chair Blink Charging Co.




 




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I
accept this offer of employment with SemaConnect, LLC and agree to the terms and conditions outlined in this letter.


 


	/s/ Mahi
    Reddy	 	June 15, 2022
	Mahi
    Reddy	 	Date
	 	 	 
	 	 	 
	 	 	Employment
    Start Date


 


	SEMACONNECT, LLC	 	BLINK CHARGING CO.
	 	 	 
	By	/s/ Michael D. Farkas	 	By	/s/ Michael D. Farkas
	 	Michael D. Farkas	 	 	Michael D. Farkas
	 	Authorized Person	 	 	CEO & Executive Chair




 




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