Exhibit 10.2


 


employment
agreement


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”), made and entered into as of September 30, 2021 (the “Effective Date”), by and
between MassRoots, Inc. (the “Company”) and Danny Meeks (the “Executive”).


 


R E C I T A L S


 


WHEREAS, the Company
desires to employ Executive in the capacity hereinafter stated, and Executive desires to enter into the employ of the Company in such
capacity, on the terms and conditions set forth herein;


 


WHEREAS, the parties
hereto acknowledge that Executive’s employment will be “at will”; and


 


WHEREAS, the Company
and Executive desire to set forth in writing the employment relationship that exists between the Company and Executive.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and Executive
as follows:


 


1. Employment.
The Company hereby employs Executive as the Chief Executive Officer (the “Position”) and Executive hereby accepts
such employment, upon the terms and subject to the conditions set forth in this Agreement.


 


2. Term
of Employment. The period of Executive’s employment under this Agreement shall begin as of the Effective Date, and shall continue
until the termination of employment pursuant to Section 7 below (the “Employment Period”).


 


3. Duties
and Responsibilities. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s
Board of Directors of the Company (the “Board”) may from time to time assign to the Executive.


 


Executive shall, during the Employment
Period, devote Executive’s full and undivided attention, business energies and talents to fulfilling the duties of the Position.
Nothing in this Section 3 shall prohibit the Executive from: (A) serving as a director or member of any other board, committee
thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication
relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D)
engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional
or charitable or similar organization committees, boards, memberships or similar associations or affiliations or (E) performing advisory
activities, provided, however, such activities are not in competition with the business and affairs of the Company or would tend to cast
Executive in a negative light in the reasonable judgment of the Board.


 


4. Location
of Employment. Executive shall work primarily out of the Company’s offices, with travel required as requested by the Board.


 






     


    


    

 


5. Compensation.


 


(a) Base Salary.
Subject to the terms and conditions of this Agreement, during the Employment Period, Executive shall receive an annual salary of $500,000
(“Base Salary”) paid in accordance with the Company’s normal payroll practices. The Company may make such deductions,
withholdings or payments from sums payable to Executive hereunder which are required by law for taxes and similar charges. The Company
will review Executive’s Base Salary in accordance with the Company’s normal payroll procedures.


 


(b) Annual Bonus.
The Executive shall be eligible to receive an annual bonus the (“Annual Bonus”) as determined by the Compensation Committee
or the Board (the “Compensation Committee”). The Annual Bonus shall be paid by the Company to the Executive promptly
after determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets
associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement
of such results and shall be paid promptly following the Company’s announcement of earnings. In the event that the Compensation
Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee
(except in the proviso to this sentence) shall be deemed to be references to the Board. Upon his termination from employment, the Executive
shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether
he is employed by the Company through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.


 


(c) Equity Awards.
The Executive shall be eligible for such grants of awards under a Company incentive plan (or any successor or replacement plan adopted
by the Board and approved by the stockholders of the Company, as required by law, or as the Compensation Committee or Board may from time
to time determine (the “Share Awards”).  Share Awards shall be subject to the applicable plan terms and conditions,
provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s),
which shall supersede any conflicting provisions governing Share Awards provided under such plan.


 


(d) Incentive Bonus.
During the Employment Period for up to a 5 year period following the Effective Time, for every $1 million in annual revenue Empire Services,
Inc., a Virginia corporation and wholly-owned subsidiary of the Company, generates over $20 million, the Executive shall be entitled to
receive either 25 million shares of the Company’s common stock or $50,000 in cash, at the discretion of the Executive.


 


6. Expenses.
The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment,
and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Company
for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive
shall properly account for such expenses in accordance with Company policies and procedures.


 






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7. Benefits.


 


(a) Vacation.
Executive shall be entitled to use up to as many days as permitted by management per year.


 


(b) Other
Benefits. Executive, when and to the extent eligible pursuant to the terms of any such benefit plan, shall be entitled to participate
in such employee benefit plans (e.g., health, dental and life insurance as well as 401k) as those plans may be amended from time to time
and as are offered by the Company to its managerial or salaried executive employees and/or its senior executive officers in the sole discretion
of the Company. Should Executive elect to participate in any such employee benefit plan, Executive shall be responsible for any and all
required employee premiums, contributions, co-insurance and costs associated with said plans.


 


8. Termination
of Employment.


 


(a) At
will Employment. The parties hereto acknowledge that Executive’s employment hereunder is “at will”, that is, Executive
may be terminated by the Company or Executive may voluntarily resign, at any time with or without cause. Absent exigent circumstances,
(i) in the event that the Company determines to terminate Executive’s employment hereunder, the Company will provide two (2)
week’s notice prior to such termination and (ii) in the event that Executive determines to terminate his employment hereunder,
Executive will provide two (2) week’s notice prior to such termination. If either party provides notice of termination, the Company
may, in its sole discretion, at any time during the notice period terminate Executive’s employment effective immediately in consideration
for a lump sum payment for the remainder of the two (2) week notice period. The date upon which any party hereto terminates Executive’s
employment shall be referred to as the “Termination Date”.


 


Upon the Termination Date, and except
as otherwise specifically set forth herein, the Company shall have no obligation to make payments to Executive pursuant to Section 5
hereof, except any accrued but unpaid compensation and as otherwise required by law. In addition, the Company shall reimburse the Executive
for expenses incurred pursuant to Section 6 hereof and provide the benefits described in Section 7 hereof for periods
after Executive’s employment with the Company is terminated.


 






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If the Executive elects to receive Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) benefits, the Company will pay the premium required for such
coverage for the Executive for a period of twelve (12) months from the Termination Date; however, should the Executive become enrolled
in health benefits by a subsequent employer prior to twelve (12) months following the Termination Date, the Executive must notify the
Company and the Company’s obligation to pay COBRA co-payments shall thereupon cease. Notwithstanding anything to the contrary in
this Agreement, if the Company determines in its sole discretion that it cannot provide the COBRA premiums without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise or penalty tax, the
Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that the
Executive would be required to pay to continue his group health coverage in effect on the Termination Date, which payments will commence
in the month following the month in the Company determines that it cannot provide the COBRA premiums and will end on the earlier of (i)
the date the Executive becomes covered by another health plan, or (ii) twelve (12) months following the Termination Date.


 


(b) Death.
Executive’s employment hereunder shall terminate upon the death of Executive. The Company shall have no obligation to make payments
to Executive pursuant to Section 5 hereof, except any accrued but unpaid compensation and as otherwise required by law. In
addition, the Company shall provide reimbursement for expenses incurred pursuant to Section 6 hereof. The Company shall have no
obligation to make payments to Executive pursuant to Section 7 hereof except as otherwise required by law or the terms of any applicable
benefit plan for periods after the date of Executive’s death, payable to Executive’s beneficiary, as Executive shall have
indicated in writing to the Company (or if no such beneficiary has been designated, to Executive’s estate).


 


9. Non-Disclosure.


 


(a) Confidential
Information. “Confidential Information” means all confidential and proprietary information of the Company, its
Affiliates (as defined below), its customers, its prospective customers and its suppliers, whether or not such information is protected
by statute, common law, proprietary rights, or otherwise, and including, without limitation: names, addresses, contact persons and other
information relating to the Company’s or any Affiliate’s customers or prospective customers and their personnel and suppliers
or prospective suppliers and their personnel; current, past, potential or prospective commissions, premiums, prices, costs, profits, markets,
products, services and innovations; business expansion plans, including electronic business development; internal practices and procedures;
trade secrets; technologies, developments, inventions or improvements; and any other information relating to the business of the Company,
its Affiliates, customers or suppliers.


 






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(b) Disclosure
of Confidential Information. As an employee of the Company, Executive will learn and will have access to Confidential Information.
Executive acknowledges and agrees that the Company developed this Confidential Information at significant expense, it is proprietary to
the Company, and it is and shall remain the exclusive property of the Company. Executive further acknowledges and agrees that the Confidential
Information is highly valuable and proprietary to the Company and that the disclosure of any such Confidential Information to third parties
or the otherwise unauthorized use of the Confidential Information by Executive would cause the Company serious and irreparable harm. Accordingly,
Executive agrees not to, without the express, written consent of the Company, while engaged by the Company as an Executive or after such
engagement, disclose, copy, make any use of, or remove from the Company’s premises the Confidential Information except as required
in the performance of Executive’s duties and responsibilities to the Company. Upon Executive’s termination as an employee
of the Company, Executive shall immediately deliver to the Company any Confidential Information and all copies thereof, whether in hard
copy, computerized or other form, which are in the possession or control of Executive.


 


(c) Disclosure
of Customer and Advertiser Confidential Information. As an employee of the Company, Executive will also learn and will have access
to Confidential Information belonging to the Company’s customers and advertisers. Executive agrees not to, without the express,
written consent of the Company, either while engaged by the Company or thereafter, disclose, copy, make any use of, or remove from the
Company’s premises Confidential Information of the Company’s customers or suppliers except as may be required in the performance
of Executive’s duties and responsibilities as an employee of the Company.


 


“Affiliate”
shall mean with respect to any person, any other person, directly or indirectly, through one or more intermediaries, controlling, controlled
by, or under common control with, such first mentioned person. As used in this definition of Affiliate, the term “control”
(including “controlled by”, or “under common control with”) means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, as
trustee, by contract, or otherwise.


 


10. Technology
Ownership. Executive hereby assigns to the Company all inventions, discoveries, designs, trade secrets, formulae, processes, methods,
techniques, mask works, improvements, developments, concepts, computer programs, databases and works which Executive may make or acquire
during the Employment Period, whether or not during working hours and whether made solely or jointly with others, that (1) are related
to the Business (as defined below) of the Company at the time they are made or acquired, or (2) are made using the equipment, supplies,
facilities, or proprietary information of the Company, as well as all patents, patent applications, copyrights, copyright registrations
and all other intellectual property rights which cover, protect or are embodied in any of the foregoing.


 


“Business” shall
mean any business which engages in the setup, scheduling, management or planning of conferences or events, and any other business in which
the Company may engage during the term of Executive’s engagement.


 






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11. Remedies.
Executive acknowledges that the Company may be irreparably injured by a violation of Sections 9 or 10 and agrees that the
Company shall be entitled to an injunction restraining Executive from any actual or threatened breach of Sections 9 or 10 or to
any other appropriate equitable remedy without bond or other security being required. Each of the parties to this Agreement will be entitled
to enforce its rights under this Agreement, to recover damages and costs (including reasonable attorney’s fees and expenses) caused
by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.


 


12. Severability;
Enforceability. If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part,
for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability only, and the remaining
terms and provisions of this Agreement shall continue in full force and effect. The Company and Executive desire and intend that the restrictions
be given effect to the maximum extent permitted by law and equity. They therefore respectfully request that any restriction determined
to be overbroad in any manner shall be interpreted or reformed to give that restriction the maximum effect permissible by applicable law
and equity, and Executive agrees to the enforcement of the restriction as so modified.


 


13. Waiver
of Breach. The waiver by either the Company or Executive of a breach of any provision of this Agreement shall not operate as or be
deemed a waiver of any subsequent breach by either the Company or Executive.


 


14. Successors.
This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns, including any person acquiring,
whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.


 


15. Nonalienation.
The interests of Executive under this Agreement are not subject to the claims of Executive’s creditors other than the Company, and
may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered except to Executive’s beneficiary or estate
upon his/her death and except as otherwise required by law. Any attempted assignment in violation of this provision shall be void.


 


16. Notices.
Any notice given by a party under this Agreement shall be in writing and shall be deemed to be duly given (i) when personally delivered,
or (ii) upon delivery by Federal Express, United States Express Mail or similar overnight courier service which provides evidence
of delivery, or (iii) when delivered by facsimile transmission if a copy thereof is also delivered in person or by overnight courier.


 






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Notice to the Company shall
be sufficient if given to:


Isaac Dietrich


 


Notice to Executive will be
sufficient if given to:


Danny Meeks


 


17. Amendment.
This Agreement may not be amended or canceled except by mutual agreement of the parties in writing.


 


18. No
Third Party Beneficiaries. Except for Section 8(b), nothing in this Agreement is intended, nor shall it be construed, to confer
any rights or benefits upon any person other than the parties hereto, and no other person shall have any rights or remedies hereunder.


 


19. Complete
Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein
and supersedes all previous negotiations, commitments, and writings relating to the subject matter hereof.


 


20. Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect
to the conflict of laws principles thereof. The parties consent to the exclusive jurisdiction of the state and federal courts of Colorado
for the purpose of any suit, action or other proceeding arising out of or otherwise related to this Agreement, and expressly waive any
and all objections they may have as to venue in any such courts.


 


21. Section Headings.
The Section headings of this Agreement are for convenience of reference only and do not form a part hereof and do not in any way
modify, interpret, or construe the intentions of the parties.


 


22. Rules
of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.


 


23. Counterparts.
This Agreement may be executed in one or more counterparts (including by way of facsimile, e-mail or other means of electronic transmission)
and all such counterparts shall constitute one and the same instrument.


 


24. Arbitration.
If a dispute arises under this Agreement that cannot be resolved informally by the parties, a party to the dispute shall invoke the procedures
set forth in this Section 24. All disputes shall be solely and finally determined by arbitration in by one arbitrator in accordance
with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be final and binding
on the parties; provided, however, that the arbitrator shall base his/her or his/her award on applicable law and judicial precedent, shall
include in such award the findings of fact and conclusions of law upon which the award is based, and shall not grant any remedy or relief
that a court could not grant under applicable law. Judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof; provided, however, that nothing herein shall impair the Company’s right to seek equitable relief from a court
of competent jurisdiction for a breach or threatened breach of Section 9 or 10 hereof.


 


[SIGNATURES ON FOLLOWING PAGE]





 






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IN WITNESS WHEREOF, Executive
and the Company have executed this Employment Agreement as of the day and year first above written.


 


	 	MASSROOTS, INC.
	 	 	 
	 	By:	/s/ Isaac Dietrich
	 	 	Name:	Isaac Dietrich
	 	 	Title:	Chief Executive Officer



 


	 	EXECUTIVE:
	 	 
	 	/s/ Danny Meeks
	 	Danny Meeks




 


 


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