Exhibit 10.2


 





AGREEMENT


 


This
Agreement (the “Agreement”) is dated as of May 1, 2015 and is made by and
between DecisionPoint Solutions, Inc., a Delaware corporation (the “Company”), and Michael Roe (“Executive”).
The Agreement establishes certain payment provisions in the event that the Executive is separated from employment with the Company
under the identified circumstances defined in the Agreement. This Agreement does not create a contract of employment; Executive
agrees that he is and will remain an employee at will.


 


		1.	Termination
                                         of Employment



 


1.1.               
Termination by the Company. The Company may terminate
Executive's employment with the Company with or without Cause. For purposes of this Agreement, “Cause”
means (i) any failure by Executive to perform Executive's material duties hereunder
(other than any such breach or failure
due to Executive's
physical or mental
illness) and the
continuance of such
failure for more than 30 days after the Company notifies
Executive in writing that Executive has
failed or is failing to perform such duties;
(ii) Executive's engaging in fraud, willful misconduct or dishonesty that has caused or is reasonably expected to result in material
injury to the Company or any of its affiliates or their respective businesses or reputations; (iii) any breach by Executive of
any fiduciary duty owed to the Company or any of its affiliates, where the conduct
of Executive is not consistent
with or taken under advice of
the Company's counsel; (iv) Executive's conviction of, or entering a plea of guilty or nolo contendere to, a crime that
constitutes a felony in the jurisdiction involved; or (v) any material breach by Executive of any of Executive's obligations hereunder
or under any other written agreement or covenant with the Company or any of its affiliates
and the continuance of such breach for more than 30 days after the Company notifies Executive in writing that Executive has breached
or is breaching Executive's obligations hereunder or under any other written agreement or covenant with the Company or any of
its affiliates.


 


1.2.                
Termination for Good Reason. Executive may terminate Executive's
employment with the Company with or without Good Reason. For purposes of this Agreement, “Good
Reason” means, in each case occurring without Executive's consent: (i)
a material diminution in Executive's authorities,
duties or responsibilities; (ii) a material reduction in Executive's base salary and/or bonus
opportunity as in effect on the date hereof (other than a reduction that applies to all senior
executives); or (iii) the relocation of Executive's primary place of business more than fifty (50)
miles from Executive's primary place of business on the date hereof; provided,
however, that in order to terminate Executive's employment for Good Reason based on any such event or events, Executive must (x)
give notice to the Company within 30 days of the occurrence of the event giving rise to
Good Reason, specifically identifying the acts or omissions constituting the grounds for
Good Reason, (y) provide the Company with 30 days to cure such event, and
(z) terminate his employment within 30 days following the end of such cure period
if the Company has not cured such event.


 


1.3.                
Notice of
Termination. Any termination of
Executive's employment by
the Company or by Executive shall
be communicated by a written Notice of Termination addressed to the other party to
this Agreement. A “Notice of Termination” shall mean a notice stating that Executive's
employment with the Company has been or will be terminated and the specific
provisions of this Section 1 under which
such termination is being effected.


 


1.4.                
Date of Termination. As used in this Agreement, the term
“Date of Termination” shall mean (i) if Executive's employment is terminated
by the Company for Cause, the date any applicable cure period expires (and, if there
is no applicable cure period, the date specified in the Notice of Termination); provided,
that if Executive
is entitled to
cure the nature
of such termination
and so cures,
the Notice of Termination shall be
of no force or effect; (ii) if Executive's employment is terminated by Executive for
Good Reason, the last day of the 30-day period referred to in Section 1.2(z); (iii) if Executive's employment terminates by reason
of Executive's death, the date of Executive's death; and (iv) if Executive's employment
is terminated for any other reason, the date specified in the Notice of Termination (which shall be at least 30 days but no more
than 60 days after the date of such notice).


 






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1.5.            
Payments Upon Certain Terminations.


 


1.5.1.           
Termination Without Cause or For Good Reason. If the Company
terminates Executive's employment without Cause or Executive terminates his employment
for Good Reason, the Company shall pay or provide to Executive:


 


1.5.1.1.       
any accrued but unpaid base salary, in each case through the Date
of Termination (the “Accrued
Benefits”), which shall
be paid on the
tenth day after
the Date of
Termination (or, if such day is not a business day, the next business day after such day);
plus


 


1.5.1.2.       
as liquidated damages in respect of claims based on provisions of
this Agreement and provided
that Executive executes
and delivers a
general release of
all claims in
form and substance satisfactory to the Company, substantially in the form attached
hereto in Exhibit I, within 60 days following the Date of Termination: (I) continued payment of Executive's base salary as in
effect on the Date of Termination (without regard to any reduction in base salary
that constitutes the event (or one of the events) giving rise to a Termination by Executive for Good Reason), which base salary
shall be paid in substantially
equal periodic installments on the
Company's regular payroll dates
beginning on the next payroll date immediately following the 60th day after
the Date of Termination and continuing for three months of severance thereafter; and (II) continued medical benefits and dental
benefits, or Company payment of the cost of COBRA premiums for substantially the same medical and dental coverage as Executive
had as of Executive's last day of active employment (subject to general changes in the Company's plans), in either case,
at a cost no greater to Executive
than what Executive would have paid
had Executive remained an active employee of the Company, for three months of severance after the Date of
Termination.


1.5.1.3.       
Notwithstanding the foregoing, if the Company terminates Executive's
employment without Cause or Executive terminates his employment for Good Reason, in
either case within 60 days before the occurrence of a Change in Control within 365 days following any
Change in Control, the Company shall pay or provide to
Executive:


 


1.5.1.4.      
the Accrued Benefits; plus


 


1.5.1.5.      
as liquidated damages in respect of claims based on provisions of
this Agreement and provided that Executive executes and delivers a general release of all claims in form
and substance satisfactory to the Company, substantially in the form attached hereto in Exhibit I, within
60 days following the
Date of Termination:
(I) continued payment
of Executive's base
salary as in
effect on the Date of Termination
(without regard to any reduction in base
salary that constitutes the event (or one of the events) giving rise to a Termination
by Executive for Good Reason), which base salary shall be paid in substantially
equal periodic installments on the
Company's regular payroll dates beginning on
the next payroll date immediately following the 60th day after the Date of Termination and continuing for twelve
months of severance thereafter; (II) continued medical and dental benefits or Company payment of the cost of
COBRA premiums for substantially the same medical and dental coverage as Executive had as of Executive's last day of active
employment (subject to general changes in the Company's plans), in either case, at a cost no greater to Executive than what Executive
would have paid had Executive remained an active employee of the Company, for twelve months of severance after the Date of Termination;
and (III) accelerated vesting of all outstanding unvested equity awards as of the Date of Termination, notwithstanding any language
to the contrary in the award agreements.


 






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1.5.2.           
Termination For Any Other Reason. If Executive's employment
is terminated for any reason other than those specified in Section 1(.5.1, the Company shall pay Executive the Accrued Benefits
on the tenth day after the Date of Termination
(or, if such day is not a business day, the next business day after such day).


 


1.5.3.          
Effect of Termination on Other Plans and Programs. In the
event that Executive's employment with the Company is terminated for any reason, Executive
shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan,
policy, program or practice of the
Company in which Executive was a participant immediately prior to the Date of Termination
in accordance with the terms thereof; provided, that if Executive receives payments pursuant
to Section 1.5.1 of this Agreement, Executive shall not be entitled to receive any payments
or benefits under any such plan, policy, program or practice providing any severance or
incentive compensation except as
set out in
this Agreement.


 


1.6.                
Resignation Upon Termination. Effective as of any Date of
Termination or otherwise as of the date
of Executive's termination of employment with the Company, Executive shall resign,
in writing, from
all positions then
held by Executive
with the Company
and its affiliates
unless otherwise requested by the Company.


 


“Change
in Control” means the consummation of a merger of consolidation of the Company with or into another entity or any other
corporate reorganization, if fifty percent (50%) or more of the combined voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were not
shareholders of the Company immediately prior to such merger, consolidation, or other reorganization; (ii) a change in ownership
or control of the Company after the date hereof, effected through the direct or indirect acquisition by any person or related
group of persons of securities possessing more than 50% of the total combined voting power of the Company’s outstanding
securities; (iii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; or (iv) the
liquidation or dissolution of the Company (other than a liquidation or dissolution occurring upon a merger or dissolution thereof).


 


Notwithstanding
the foregoing, a "Change in Control" shall not be deemed to occur upon the if
its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned
in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


2.                 
Restrictive Covenants


 


The
Company and the Executive have previously entered into a Non-Disclosure Agreement (the “NDA”), which contains certain
restrictive covenants. Both parties mutually agree that the NDA is valid, and binding, and further agree that it is incorporated
herein by reference.


 


3.                 
Entire Agreement


 


This
Agreement constitutes the entire agreement between the Company and its affiliates and
Executive with respect
to the subject
matter hereof and
supersedes all undertakings
and agreements, whether oral
or in writing, previously entered
into by the Company and/or its
affiliates and Executive with respect
thereto, including, without limitation, any offer letter, change of control agreement, board
resolution or oral agreement. All prior correspondence
and proposals and all prior offer letters, promises, representations, understandings,
arrangements and agreements relating to such
subject matter (including, but not limited to, those made to or with Executive by any
other person) are merged herein and superseded hereby.






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		4.	General
                                         Provisions



 


4.1.                
Binding Effect; Assignment. This Agreement shall be binding
on and inure to the benefit of the Company and its respective successors and permitted
assigns. This Agreement shall also be binding on and inure to the benefit of Executive
and Executive's heirs, executors, administrators and legal representatives. This Agreement
shall not be assignable by any party hereto without the prior written consent of the
other parties hereto, except as provided pursuant to this Section 4.1. The Company may
effect such an assignment without prior written approval of Executive upon the transfer of all
or substantially all of its business and/or assets (by whatever means).


 


4.2.            
Governing Law; Waiver of Jury
Trial.


 


4.2.1.          
Governing Law; Consent to Jurisdiction. This Agreement shall
be governed in all respects, including
as to interpretation, substantive effect and enforceability, by the internal laws of
the State of
California, without regard
to conflicts of
laws provisions thereof
that would require application of the laws of another jurisdiction other than
those that mandatorily apply. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of California
and the federal courts of the United States of America located in California solely in respect of the interpretation
and enforcement of the provisions of this Agreement and in respect of the transactions contemplated
hereby.


 


4.2.2.           
Waiver of Jury Trial. Each party acknowledges and agrees
that any controversy which may arise under this Agreement is likely to involve complicated
and difficult issues, and therefore each
party hereby irrevocably and unconditionally waives any right such party may have to a
trial by jury in respect of any litigation directly or indirectly arising out of or relating to this
Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by
this Agreement.


 


4.3.               
Taxes. All amounts payable and benefits provided hereunder
shall be subject to any and all applicable taxes, as required by applicable federal,
state, local and foreign laws and regulations.


 


4.4.                
Amendments; Waiver. No provision of this Agreement may be
modified, waived or discharged unless
such modification, waiver or discharge is approved
by a Person authorized by
the Company and
is agreed to
in writing by
Executive. No waiver
by any party
hereto at any
time of any breach by any other party hereto of, or compliance with, 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 waiver of any provision of this Agreement shall be implied from any course of dealing between or among
the parties hereto or from any failure
by any party hereto to assert its rights hereunder on any occasion or series of occasions.


 


4.5.                 
Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein
shall not be affected thereby.


 






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(f)
Notices. Any notice given pursuant to this Agreement shall be in writing and delivered
personally, sent by reputable, overnight courier service (charges prepaid), sent by registered or
certified mail, return receipt requested and postage prepaid, or by facsimile, and addressed to (i) if to the Company:
DecisionPoint Solutions, Inc., Research Drive, Irvine California, with a
copy (which shall
not constitute notice)
to Rob Schroeder, Taglich Brothers Inc.; and (ii)
if to Executive,
at the last
known address of
Executive set forth on
the books and records of the
Company. Any party to
this Agreement may designate a
new address by notice to that effect given to the other party hereto. Such notice shall be deemed to have
been given and shall be effective: at the time delivered by hand, if personally delivered; one business day after being
sent, if sent by reputable,
overnight courier service; on the
third business day after mailing, if sent
by registered or certified mail; and at the time when confirmation
of successful transmission is received by the sending facsimile machine, if
sent by facsimile.


 


(g)                
Survival. The Company and Executive hereby agree that the
provisions of this Agreement that are intended to survive the expiration of this
Agreement shall survive the expiration of this Agreement in accordance with their terms.


 


(h)                   
Section 409A. The parties intend that any amounts payable
hereunder shall either comply with or be exempt from section 409A of the Code ("Section 409A") (including
under Treasury Regulation §§ 1.409A-l(b)(4) ("short-term deferrals") and (b)(9) ("separation pay
plans," including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other
applicable provisions of Treasury Regulation §§ 1.409A-1 through
A-6). For purposes of Section 409A, each payment
that may be made under this Agreement shall be deemed to be a separate payment. With respect to amounts under the Agreement that
are "deferred compensation" subject to Section 409A (i)
any provisions of this Agreement that provide for payment that is triggered by Executive's
employment termination (or substantially similar phrase) shall be deemed to provide for payment that is triggered only
by Executive's "separation from service" within the meaning of Treasury Regulation
Section §1.409A-1(h), and (ii) if Executive is a "specified employee" within the meaning of
Treasury Regulation Section §1.409A-l (i) on the date of his or her separation from service (with such
status determined by the Company in accordance with rules established by the Company in writing in advance of the "specified
employee identification date" that relates to the date of such separation from
service or in the absence of such rules established by the Company, under the default rules
for identifying specified employees under Treasury Regulation Section 1.409A-l(i)),
then any payment triggered by such separation from service shall not be made until
the date which is the earlier of (A) the expiration of the twelve (12)-month period
measured from the date of such separation from
service and (B) the date
of Executive's death, to
the extent required under Code
Section 409A; upon the expiration
of the foregoing delay period, all payments delayed pursuant to this
clause (ii) shall be paid to Executive
in a lump sum and any remaining payments due under this Agreement shall be paid in
accordance with the normal payment dates specified for them in this Agreement. For the avoidance of doubt, it is intended that
any expense reimbursement made to Executive hereunder shall be exempt from Section
409A. Notwithstanding the foregoing, if any expense reimbursement made hereunder shall be determined to be "deferred compensation"
within the meaning of Section 409A, then the amount of expenses eligible for reimbursement during one taxable year shall not affect
the amount of the expenses eligible for reimbursement during any other taxable year, (ii) the expense reimbursement shall be made
on or before the last day of Executive's taxable year following the taxable year in which the expense was incurred and (iii) the
right to expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit. The Company makes
no representation to Executive regarding the tax treatment of any payment under this Agreement, and Executive is solely responsible
for all taxes due with respect to any payment under this Agreement.


 






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(i)                     
Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an
original, and all
of which together
shall constitute one
and the same
instrument. The parties hereto
agree to accept
a signed facsimile copy or portable
document format of this
Agreement as a fully binding original.


 


(j)                     
Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to be a
part hereof or to affect the meaning or interpretation
hereof.


 


 


--
Signature page follows --



 


 


 



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IN
WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized
representative, and Executive
has hereunto set
Executive's hand, in
each case effective
as of the date first above written.


 








 


	 	


DECISIONPOINT
SOLUTIONS, INC.


	 	 	 
	 	By:	 
	 	 	 
		Name:	Jim
                                         DeSocio
	 	 	 
		Title:	Board
                                         member, Interim CEO
	 	 	 
	 	 	Michael
                                         Roe
	 	 	 
	 	 	 
	 	 	 



 






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EXHIBIT
1




 


RELEASE
AGREEMENT


 


[DATE]


 


 


[EXECUTIVE
NAME]


[ADDRESS]



[ADDRESS]


 


 


Dear
[EXECUTIVE NAME]:


 


This
Release Agreement (the “Release") is being delivered pursuant to the Agreement
dated [DATE] between DecisionPoint Solutions, Inc. ("Company") and [EXECUTIVE NAME] (the
" Agreement").


 


		1.	General
                                         Release



 


(a)                   
Release of Claims. You, on behalf of yourself and your family, agents, representatives,
heirs, executors, trustees, administrators, attorneys, successors and assigns (the
“Releasors"), hereby irrevocably and unconditionally release, settle, cancel, acquit, discharge
and acknowledge to be fully satisfied, and covenant not to sue the Company and each of
its respective subsidiaries, affiliates, successors and assigns, and each of their respective
predecessors, stockholders, partners, members, directors, managers, officers, employees, agents or
other representatives, and employee benefit plans of the Company (including current and former trustees
and administrators of these plans) (collectively, the "Releasees") from any and all claims, contractual
or otherwise, demands, costs, rights, causes of action, charges, debts, liens,
promises, obligations, complaints, losses,
damages and all liability of whatever kind and nature, whether known or unknown, and hereby
waive any and
all rights that he,
she or it may have from the beginning
of time up to and including the time of signing this Release, or that otherwise may
exist or may arise in respect of your employment or separation from employment with
the Company and each of its subsidiaries and affiliates or is in any way connected with or related to any applicable compensatory
or benefit plan, program, policy
or arrangement; provided, that
such released claims shall not include any claims to enforce your rights under, or with respect to, this Release.


 


(b)                    
Covenant Not to Sue; Certain Proceedings. The Releasors agree not to bring any action,
suit or proceeding whatsoever (including the initiation of governmental proceedings or
investigations of any type) against any of the Releasees hereto for any matter or circumstance
concerning which the Releasors have released the Releasees under this Release. Further, the Releasors agree not to encourage any
other person or suggest to any other person that he, she or it institute any legal action against the Releasees. Notwithstanding
the foregoing, this release is not intended to interfere with your right to file a
charge with the Equal Employment Opportunity Commission in
connection with any claim
you believe you
may have against
the Company and each of its subsidiaries
or affiliates. The Releasors hereby agree to waive the right to any relief (monetary or
otherwise) in any action, suit or proceeding you may bring in violation of this Release, including any proceeding before the Equal
Employment Opportunity Commission or any other similar body or in any proceeding brought by the Equal Employment Opportunity Commission
or any other similar body on your behalf.


 


(c)                    
Extent of Release.
This release is
valid whether any
claim arises under
any federal, state or local statute
(including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the
Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the
Family and Medical Leave Act, the California Statutes Annotated, the California Law Against Discrimination, the California Family
Leave Act, the California State Wage and Hour Laws and Regulations, and all other
statutes regulating the terms and conditions of your employment), regulation or ordinance, under the common law or in equity (including
any claims in tort or under contract for wrongful discharge or otherwise), or under
any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of its subsidiaries
or affiliates, and yourself.


 






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		2.	General
                                         Provisions



 


(a)                   
Third Party Beneficiaries. All Releasees under this Release
who are not signatories to this Release
shall be deemed to be third party beneficiaries of this Release to the same extent
as if they were signatories hereto.


 


(b)                   
Withholding. The Company shall withhold from any amounts
payable under this Release such federal, state and local taxes as may be required
or permitted to be withheld pursuant to any applicable law or
regulation.


 


(c)                   
Entire Agreement. This Release constitutes the sole and complete
understanding of you, the Company and each of its subsidiaries and affiliates with respect to the subject matter
hereof. You and
the Company represent
to each other
that in executing
this Release, you
and the Company do not rely and
have not relied upon any representation or statement not set forth herein made by any other person with regard to the subject
matter, basis or effect of this Release.


 


(d)                   
Amendment: Waiver; Successors. No amendment, modification
or alteration of the terms
and provisions of
this Agreement shall
be binding unless
the same shall
be in writing
and duly executed by you and the
Company. No waiver of any of the provisions of this Release shall be deemed to or shall
constitute a waiver of any other provision hereof. No delay on the part of any party
hereto in exercising any
right, power or privilege hereunder
shall operate as a waiver
thereof. This Release shall be binding upon the parties hereto and their respective successors, transferees and assigns.


 


(e)               
Governing Law; Severability.
This Release will be
governed by the
Laws of the State of California,
without regard to its conflict of Laws rules. In the event that any one or more of
the provisions of this Release is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or
impaired thereby.


 


(f)                
Counterparts. This Release may be executed in counterparts,
each of which shall for all purposes
be deemed to
be an original,
and all of
which shall constitute
the same instrument.
The parties hereto agree to accept a signed facsimile copy or portable document format of this Release as
a fully binding original.


 


		3.	Review
                                         of Agreement



 


By
signing below, you affirm that you were advised to consult with an attorney before signing
this Release and were given ample opportunity to do so, i.e., a period of no less than twenty-one (21)
days in which to review this agreement and consider whether or not you wish to sign it (which, by signing
this Release prior to the expiration of such period, you have expressly agreed to waive). If you do sign
it, you will have seven (7) days from the date it is signed to revoke your acceptance of it. If you wish
to revoke your acceptance
of the Release within
this seven (7)
day time period,
you must so
advise the Company in writing by delivering to [NAME] a written statement stating
that you wish to revoke this Release or not be bound by it. You understand that this Release will not become effective
until the eighth (8th) day after you return the original signed Release to
the Company (such date being referred to herein as the "Effective Date").
You understand that if you request additional time to review the terms of this Release, a reasonable extension of time
will be granted. You understand that if you revoke this Release, you will not
be entitled to the payments or other benefits set forth in the Agreement.


 






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If
this Release correctly sets forth your understanding of our agreement with respect to the
foregoing matters, please so indicate by signing below on the line provided for your
signature.


 


 





	 	


DECISIONPOINT
SOLUTIONS, INC.


	 	 	 
	 	By:	 
	 	 	 
		Name:	
	 	 	 
		Title:	
	 	 	 
	 	Acknowledged
                                         and Agreed:
	 	 
	 	[EXECUTIVE
                                         NAME]
	 	 	 
	 	 	 
	 	 	 
	 	Date:	 
	 	 	 





 



 



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