Geospatial Corporation S-1 


Exhibit 10.4


 


EMPLOYMENT
AGREEMENT


 


BETWEEN


 


MARK A. SMITH


 


AND


 


GEOSPATIAL
MAPPING SYSTEMS, INC.


 





EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (“Agreement”), by
and between GEOSPATIAL MAPPING SYSTEMS, INC., a Delaware corporation (the “Company”), and Mark A.
Smith (the “Executive”) is entered into as of December 1, 2007 (the “Employment
Date”). In consideration of the mutual covenants set forth herein, the Company and the Executive hereby agree as
follows:


 


1. Employment. The
Company hereby agrees to employ the Executive, and the Executive agrees to continue to serve the Company, in the capacities described
in Section 3 of this Agreement, during the Period of Employment (as defined in Section 2 of this Agreement), in accordance
with the terms and conditions of this Agreement.


 


2. Period
of Employment. The term “Period of Employment” shall mean the period which commenced on the
Employment Date and, unless earlier terminated pursuant to Section 6, ends on November 30, 2010; provided, however, that
beginning on December 1, 2010, the Period of Employment shall automatically be extended on a day-by-day basis from and after
such date shall always be twelve (12) months unless either the Company or the Executive shall have terminated this automatic
extension provision by giving written notice to the other.


 


3. Duties
During the Period of Employment


 


3.1 Duties. During
the Period of Employment, the Executive shall be employed as the Chairman, President and Chief Executive Officer of the Company
with overall charge and responsibility for the business and affairs of the Company. The Executive shall report directly to the
Company’s Board of Directors (the “Board”) and shall perform such duties as the Executive shall reasonably be
directed to perform by the Board. The Company shall make all reasonable efforts to cause the Executive to continue to be elected
to the Board throughout the Period of Employment.


 


3.2 Scope. Throughout
the Period of Employment, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive
shall devote substantially all of his business time and attention to the business and affairs of the Company. It shall not be a
violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver
lectures, fulfill speaking engagements or teach occasional courses or seminars at educational institutions, or (c) manage
personal investments and engage in any other activities, so long as such activities under clauses (a), (b) and (c) do
not interfere, in any significant respect, with the Executive’s responsibilities hereunder or otherwise violate this Agreement
or the Agreement Not to Compete executed and delivered by the Executive pursuant to the provisions of Section 12.


 


4. Compensation
and Other Payments.


 


4.1 Salary. During
the Period of Employment, the Executive’s Base Salary shall initially be at the rate of Three Hundred Twenty Thousand Dollars
($320,000) per year (the “Base Salary”). The Executive’s Base Salary shall be paid in accordance
with the Company’s standard payroll practice. The Base Salary shall be reviewed by the Company’s Board of Directors
or a committee of directors established by the Board of Directors having responsibility for compensation matters (in either case,
the “Board”) as soon as practicable after the end of each fiscal year during the Period of Employment.
Based upon such reviews, the Board may increase, but shall not decrease, the Base Salary. Any increase in Base Salary shall not
serve to limit or reduce any other obligation of the Company under this Agreement.


 






    	 



    	 



    

 


4.2 Annual
Bonuses.


 


4.2.1 Beginning
with the Company’s fiscal year commencing on January 1, 2007 (the “Initial Year”), the Executive
shall participate in each annual and long-term incentive compensation plan established by the Board for executive officers of the
Company (“Executive Compensation Plans”). For the Initial Year, the Executive’s target bonus
award opportunity as a percentage of Base Salary (“Target Bonus Amount”) in the Company’s annual
incentive compensation plan (the “Annual Bonus Plan”) shall be set at 100% of Executive’s Base Salary.
The performance measures applicable to the Executive’s bonus opportunity for each fiscal year of the Company during the Period
of Employment shall be set by reasonable, good faith agreement of the Board and the Executive.


 


4.2.2 As
soon as practicable after the end of the Initial Year and each fiscal year thereafter during the Period of Employment, the Board
shall review the Executive’s performance under this Agreement as part of the Executive’s participation in the Executive
Compensation Plans as in effect from time to time. The performance measures and the Target Bonus Amount applicable to the Executive’s
bonus opportunity for each fiscal year of the Company during the Period of Employment shall be established by the Board, subject
to Section 4.6 below. The Executive shall be paid his annual bonus, if any, no later than the date on which other senior executives
of the Company are paid their annual bonuses. The Board may, in its discretion, award the Executive bonuses in addition to those
provided under any plans referred to above.


 


4.3 Stock
Options. The Company hereby grants to the Executive a ten (10) year stock option award with respect to eight million
(8,000,000) shares of common stock of the Company at an exercise price of fifty cents ($0.50) per share. This option award
(a) is a non-qualified option granted under the 2007 Stock Option Plan of the Company dated December 1, 2007, (b) shall
be fully vested and exercisable immediately upon grant, and (c) shall be further documented by an option agreement in the
form customarily used by the Company for non-qualified option awards under that plan, but with all terms consistent with this Agreement.


  


4.4 Other
Compensation. During the Period of Employment, the Executive shall be entitled to participate, at a level and on a basis
commensurate with the Executive’s position and responsibilities, in any and all supplemental compensation plans or arrangements
established by the Company for its senior executives, including but not limited to any equity-based incentive compensation plans
or arrangements.


 


4.5 Payment
of Professional Fees. The Company shall pay all invoices rendered to the Company by the Executive’s attorneys, accountants
and other advisors for reasonable fees and expenses in connection with the negotiation and preparation of this Agreement; provided,
however, that the Company’s obligation pursuant to this Section 4.5 shall not exceed $25,000 incurred by Executive.


 


5. Other
Executive Benefits.


 


5.1 Business
Expenses. Subject to the Executive’s compliance with the policies and procedures approved by the Board and applicable
to all senior executives of the Company, the Company shall promptly reimburse the Executive for all expenses and disbursements
reasonably incurred by the Executive in the performance of his duties hereunder during the Period of Employment.


 


5.2 Benefit
Plans. The Executive and his eligible family members shall be entitled, subject to any normally applicable waiting periods
and eligibility criteria, to participate, on terms no less favorable to the Executive than the terms offered to other senior executives
of the Company, in any group and/or executive life, hospitalization or disability insurance plan, health program, pension, profit
sharing, 401(k) and similar benefit plans (qualified, non-qualified and supplemental) or other fringe benefits (it being understood
that items such as stock options and other equity awards are not fringe benefits) of the Company (collectively referred to as the “Benefits”).
Anything contained herein to the contrary notwithstanding, the Benefits described herein shall not duplicate benefits made available
to the Executive pursuant to any other provision of this Agreement.


 


5.3 Holidays
and Vacation. During the Period of Employment, the Executive shall be entitled to the same paid holidays as other employees
of the Company. The Executive shall be entitled to paid vacation and other absences from work that are reasonably consistent with
the performance of the Executive’s duties as provided in this Agreement. Such vacations and absences shall be consistent
with those generally provided to other senior executives of the Company.


 






    	 



    	 



    

 


5.4 Company
Automobile. During the Period of Employment, the Executive shall have the use of an automobile provided by the Company
in accordance with a policy approved by the Board; provided, however, that no change adverse to the Executive may be made in that
policy without the written consent of the Executive.


 


5.5 Facilities
and Support. During the Period of Employment, the Company shall provide the Executive with office space, furnishings and
facilities, secretarial and administrative assistance, supplies and equipment appropriate to enable the Executive to perform his
duties under this Agreement and commensurate, in quality and quantity, with the facilities and support resources provided to the
other senior executives of the Company.


 


5.6 Tax
and Financial Planning Services. During the Period of Employment, the Company shall pay (or reimburse the Executive) for
the cost of personal tax and financial planning services and related expenses in an amount up to fifteen thousand dollars ($15,000.00)
per year.


 


6. Termination.


 


6.1 Death. The
Period of Employment shall terminate automatically upon the Executive’s death.


 


6.2 Disability. If
the Company determines in good faith that the Disability of the Executive has occurred (pursuant to the definition of “Disability”
set forth below), it may give to the Executive written notice of its intention to terminate the Executive’s employment. In
such event, the Period of Employment shall terminate effective on the 30th day after receipt by the Executive of such written notice
given at any time after a period of 120 consecutive days of Disability or a period of 180 days of Disability within any 12 consecutive
months, and, in either case, while such Disability is continuing (“Disability Effective Date”). The Disability
Effective Date shall not occur if the Executive returns to performance of the Executive’s duties as contemplated in this
Agreement within 30 days after receipt of such notice. For purposes of this Agreement, “Disability” means
the Executive’s inability to substantially perform his duties hereunder, with reasonable accommodation, as evidenced by a
certificate signed either by a physician mutually acceptable to the Company and the Executive or, if the Company and the Executive
cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated
by the Executive; provided, however, that if such physicians cannot agree upon a third physician within 30 days, such third physician
shall be designated by the American Arbitration Association. Until the Disability Effective Date, the Executive shall be entitled
to all compensation and benefits provided for under Sections 4 and 5 hereof. It is understood that nothing in this Section 6.2
shall serve to limit the Company’s obligations under Section 7.3, below.


 


6.3 By the Company for
Cause. During the Period of Employment, the Company may terminate the Executive’s employment immediately for
“Cause.” For purposes of this Agreement, “Cause” means (a) a material breach of
this Agreement by the Executive or the gross neglect of the Executive’s duties hereunder (after the provision to the
Executive by the Company of written notice reasonably specifying the breach and/or performance deficiency and thirty
(30) days to cure such breach), (b) the Executive’s willful misconduct or gross negligence, which is
demonstrably and materially injurious to the Company monetarily or otherwise, or (c) the Executive’s engaging in
egregious misconduct involving serious moral turpitude to the extent that the Executive’s credibility and reputation no
longer conforms to the standards of employees of the Company employed in a similar level or position. For purposes of this
definition, no act or failure to act on the part of the Executive shall be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or
omission was in the best interest of the Company. Any act, or failure to act, based upon direction given in a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interest of the Company. The foregoing notwithstanding,
the Company may not terminate the Executive’s employment for Cause, and any purported termination by the Company of
Executive’s employment shall be presumed other than for Cause, unless (i) a determination that Cause exists is
made and approved by at least a 3/4ths majority of the Board, (ii) the Executive is given at least seven (7) days
written notice of the Board meeting called to make such determination, including written notice of the particulars purporting
to establish Cause and (iii) the Executive and his legal counsel are given the opportunity to address that meeting.


 






    	 



    	 



    

 


6.4 By
Executive for Good Reason. During the Period of Employment, the Executive’s employment hereunder may be terminated
by the Executive for Good Reason upon (30) days’ written notice. For purposes of this Agreement, “Good
Reason” means, without the Executive’s written consent, (a) any material breach of this Agreement by
the Company (after the provision to the Company by the Executive of written notice reasonably specifying the breach and/or performance
deficiency and thirty (30) days to cure such breach), (b) the assignment to the Executive of duties that are inconsistent
with those of the Chairman, President and Chief Executive Officer of the Company or that materially impairs the Executive’s
ability to perform his duties, or any other action by the Company that results in a significant diminution in the Executive’s
position, authority, duties or responsibilities, to include without limitation the failure of Executive to be named or elected
to the Board (after the provision to the Company by the Executive of written notice reasonably specifying the basis upon which
the Executive believes this clause has been violated and thirty (30) days to modify such assignment or change in position),
(c) any relocation of the Executive’s office as assigned to him by the Company to a location more than fifty (20) miles
from Natrona Heights, Pennsylvania; (d) delivery by the Company of a notice discontinuing the automatic extension provision
of Section 2 of this Agreement; or (e) any termination by the Executive during the period of six (6) months immediately
following the occurrence of a Change of Control, as defined in Section 8, below.


 


6.5 Other
than for Cause or Good Reason. The Executive or the Company may terminate this Agreement for any reason other than for
Good Reason or Cause, respectively, upon 30 days’ written notice to the Company or the Executive, as the case may be.


 


6.6 Notice
of Termination. Any termination by the Company or by the Executive shall be communicated by a Notice of Termination to
the other party hereto given in accordance with Section 18.2 of this Agreement. For purposes of this Agreement, a “Notice
of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement
relied upon, (b) sets forth in reasonable detail, if applicable, the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated, and (c) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the Date of Termination. The failure by the Executive or Company
to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of the basis for termination
shall not waive any right of such party hereunder or preclude such party from asserting such fact or circumstance in enforcing
his or its rights hereunder.


  


6.7 Date
of Termination. “Date of Termination” means the date specified in the Notice of Termination; provided, however,
that if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date
of death of the Executive or the Disability Effective Date, as the case may be.


 


7. Obligations
of the Company Upon Termination. The following provisions of this Section 7 describe the entire obligations of the
Company to the Executive upon termination of his employment under this Agreement.


 


7.1 Termination
by the Company for Cause or by Executive’s Resignation without Good Reason. In the event the Period of Employment
terminates by reason of the termination of the Executive’s employment by the Company for Cause, or by reason of the resignation
of the Executive other than for Good Reason, the Company shall pay to the Executive all Accrued Obligations. “Accrued
Obligations” shall mean, as of the Date of Termination, the sum of (a) the Executive’s Base Salary through
the Date of Termination to the extent not theretofore paid, (b) the amount of any bonus, incentive compensation, deferred
compensation and other cash compensation earned by the Executive as of the Date of Termination to the extent not theretofore paid,
and (c) any vacation pay, expense reimbursements and other cash entitlements earned by the Executive as of the Date of Termination
to the extent not theretofore paid.


 


7.2 Death. If
the Period of Employment is terminated by death, the Executive’s beneficiaries shall be paid the Accrued Obligations. In
addition, all equity awards granted to the Executive by the Company that have not yet vested shall fully vest on the Date of Termination;
and all vested options (whether previously vested or vesting under this sentence) shall remain exercisable for a period equal to
their full original terms.


 


7.3 Disability. If
the Period of Employment is terminated because of Disability, the Executive shall be paid the Accrued Obligations. In addition,
all equity awards granted to the Executive by the Company that have not yet vested shall fully vest on the Date of Termination;
and all vested options (whether previously vested or vesting under this sentence) shall remain exercisable for a period equal to
their full original terms.


 






    	 



    	 



    

 


7.4 Retirement. If
the Executive voluntarily terminates his employment with the Company with or without Good Reason at any time after the Executive
reaches the age of fifty-five (55) years, he shall, in addition to receiving payment of the Accrued Obligations, be treated
as a retiree for purposes of all compensation and benefit plans, policies, arrangements and practices of the Company then in effect.
In addition, all equity awards granted to the Executive by the Company that have not yet vested shall fully vest on the Date of
Termination; and all vested options (whether previously vested or vesting under this sentence) shall remain exercisable for a period
equal to their full original terms.


 


7.5
Resignation with Good Reason or Termination without Cause. If the Company terminates the Executive’s
employment other than for Cause (and other than due to the Executive’s Disability), or if the Executive terminates his
employment for Good Reason, the Executive shall receive, in addition to payment of the Accrued Obligations, the
following:


 


7.5.1 A
lump sum cash payment in an amount equal to the number of months remaining in the Period of Employment multiplied by the sum of
(a) 1/12th of the Executive’s annual Base Salary on the Date of Termination (without regard to any reduction
in Base Salary not approved by the Executive) and (b) 1/12th of the annual bonus award to which the Executive
would have been entitled calculated using the Target Bonus Amount for the year in which the Notice of Termination is given;


 


7.5.2 Immediate
vesting in all equity awards granted to the Executive by the Company but not yet vested as of the Date of Termination;


 


7.53 Continued
exercisability, for a period equal to their full original terms, for all vested options, whether previously vested or vesting under
subsection 7.5.2;


 


7.5.4 For
a period of 12 months after the Date of Termination, the Company shall continue health, prescription drug, dental, disability and
life insurance benefits to the Executive and/or the Executive’s eligible family members at least equal to those which would
have been provided to them in accordance with Section 5.2 of this Agreement if the Executive’s employment had not been
terminated (provided that any benefits provided under this subsection 7.5.4 are subject to immediate early termination if the Executive
becomes eligible to receive similar types of benefits through subsequent employment).


 


7.6 Release. Any
and all compensation and benefits payable pursuant to Section 7.5, above, beyond payments of the Accrued Obligations shall
be payable only if the Executive delivers to the Company a general release, in a form reasonably prescribed by the Company, of
all claims of the Executive arising up to the date of the release; and such release shall be delivered by the Executive within
twenty-one (21) days after presentation thereof to the Executive by the Company.


 


7.7 Exclusive
Rights. It is understood that the Executive’s rights under this Section 7 are in lieu of all other rights which
the Executive may otherwise have had upon termination of employment under this Agreement.


 


7.8 No
Right of Set-Off. The Company shall have no right to reduce, because of any debt or financial obligation of the Executive
to the Company, the amount of any compensation or benefit otherwise payable by the Company to the Executive under this Agreement
or under any other plan, policy, arrangement or practice of the Company.


 


8. Change
in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:


 


8.1 Change in Ownership. Any
“person” (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 19434, as amended (the
“Exchange Act”)), excluding for this purpose, (a) the Executive, (b) the Company or any subsidiary of
the Company, or (c) any employee benefit plan of the Company or of any subsidiary of the Company, or any person or
entity organized, appointed or established by the Company for or pursuant to the terms of any such plan which acquires
beneficial ownership of voting securities of the Company, is or becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act). Directly or indirectly of securities of the Company representing more than thirty percent
(30%) of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change
of Control will be deemed to have occurred as a result of a change in ownership percentage resulting from an acquisition of
securities by the Company; or


 






    	 



    	 



    

 


8.2 Change
in Board. During any twenty-four (24) consecutive months, individuals who at the beginning of such twenty four (24) month
period constitute the Board of Directors of the Company and any new directors (except for any director designated by a person who
has entered into an agreement with the Company to effect a transaction described elsewhere in this definition of Change of Control)
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (such individuals and any such new directors being referred to as the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; or


 


8.3 Business
Combination. Consummation of a reorganization, merger or consolidation, or sale or disposition of all or substantially
all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination,
all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the
Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-five percent (55%) of
the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of
the entity resulting from such Business Combination (including, without limitation, an entity which, as a result of such transaction,
owns the Company or all or substantially al of the Company’s assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting
securities of the Company; or


 


8.4 Liquidation. Consummation
of a complete liquidation or dissolution of the Company.


 


9. Taxes. In the event that
the aggregate of all payments or benefits made or provided to, or that may be made or provided to, the Executive under this
Agreement and under all other plans, programs and arrangements of the Company (the “Aggregate Payment”) is
determined to constitute an “excess parachute payment,” as such term is defined in Section 280G(b) of the
Internal Revenue Code, the Company shall pay to the Executive prior to the time any excise tax imposed by Section 4999
of the Internal Revenue Code (“Excise Tax”) is payable with respect to such Aggregate Payment, an additional
amount which, after the imposition of all income and excise taxes thereon, is equal to the Excise Tax on the Aggregate
Payment. The determination of whether the Aggregate Payment constitutes an excess parachute payment and, if so, the amount to
be provided to the Executive and the time of payment pursuant to this Section 8 shall be made by an independent auditor
(the “Auditor”) jointly selected by the Company and the Executive and paid by the Company. The Auditor shall be a
nationally recognized United States public accounting firm which has not, during the two (2) years immediately preceding
the date of its selection, acted in any way on behalf of the Company or any affiliate thereof. If the Executive and the
Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting
firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in
the event that the amount of the Executive’s Excise Tax liability is subsequently determined to be greater than the
Excise Tax liability with respect to which any initial payment to the Executive under this Section 8 has been made, the
Company shall pay to the Executive an additional amount (grossed up for all taxes), with respect to such additional Excise
Tax (and any interest and penalties thereon) at the time and in the amount reasonably determined by the Auditor. Similarly,
if the amount of the Executive’s Excise Tax liability is subsequently determined to be less than the Excise Tax
liability with respect to which any prior payment to the Executive has been made under this Section 8, the Executive
shall refund to the Company the excess amount received, after reduction for any nonrefundable tax, penalties and/or
interest incurred by the Executive in connection with the receipt of such excess, and such refund shall be paid promptly
after the Executive has received any corresponding refund of excess Excise Tax paid to the Internal Revenue Service. The
Executive and the Company shall cooperate with each other in connection with any proceeding or claim relating to the
existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be
paid by the Company promptly upon notice of demand from the Executive.


 


10. Mitigation. In
no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement. Except as otherwise set forth herein with respect to health,
prescription drug, dental, disability and life insurance benefits, any severance benefits payable to the Executive shall not be
subject to reduction for any compensation received from other employment.


 






    	 



    	 



    

 


11. Indemnification. The
Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or
affiliate of the Company to the maximum extent permitted by applicable law. To the full extent permitted under the corporate governing
documents of the Company, and subject to the terms of any policies and procedures applicable to all directors and senior officers
of the Company, the Company shall advance to the Executive payment of reasonable costs of defending against any claims covered
by the foregoing indemnification commitment The Executive’s rights under this Section 10 shall continue so long as he
may be subject to such liability, whether or not this Agreement may have terminated prior thereto.


 


12. Confidential
Information and Trade Secrets. As a condition to the Company’s obligations hereunder, the Executive shall execute
and deliver to the Company an Agreement Not to Compete in the form attached as Exhibit A to this Agreement. The Company hereby
acknowledges receipt of an Agreement Not to Compete executed by the Executive.


 


13. Withholding. Anything in
this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive
shall be subject to withholding at the time payments are actually made to the Executive and received by him of such amounts
relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provision for
payment of taxes as required by law, provided that it is satisfied that all requirements of law as to its responsibilities to
withhold such taxes have been satisfied.


 


14. Arbitration. Any
dispute or controversy between the Company and the Executive arising out of or relating to this Agreement, other than a dispute
arising out of or related to the Non-Disclosure of Confidential Information and Trade Secrets Agreement, shall be settled by arbitration
conducted under the rules of (but not necessarily administered by) the American Arbitration Association (“AAA”) in
accordance with its National Rules for the Resolution of Employment Disputes then in effect, and judgment on any award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. Any arbitration shall be held before a single arbitrator
who shall be selected by the agreement of the Company and the Executive, unless the parties are unable to agree to an arbitrator,
in which case the arbitrator will be selected under the procedures of the AAA. The arbitrator shall have the authority to award
any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of
an injunction. Either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction
over the parties and seek interim provisional, injunctive or other interim equitable relief until the arbitration award is rendered
or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an
award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of the Company and the Executive. The Company and the Executive
acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision
included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration
provision. The arbitration proceeding shall be conducted in Pittsburgh, Pennsylvania or such other location to which the parties
may agree. The Company shall pay the costs of any arbitrator appointed hereunder.


 


15. Disputes;
Payment of Attorneys’ Fees. In the event that the Executive is the prevailing party, or is successful to a material
degree, in pursuing or defending, whether in arbitration or litigation, any claim or dispute relating to the Executive’s
employment with the Company, including but not limited to any claim or dispute relating to (a) this Agreement, (b) termination
of the Executive’s employment with the Company or (c) the failure or refusal of the Company or the Executive to perform
fully in accordance with the terms hereof, the Company shall promptly reimburse the Executive for all reasonable costs and expenses
(including, but not limited to, attorneys’ fees) relating solely, or reasonably allocable, to such claim or dispute. In any
other case, the Executive and the Company shall each bear all of their own costs and expenses (including, but not limited to, attorneys’
fees). Upon written request from the Executive while any claim or dispute described in the first sentence of this Section 14
is pending, the Company shall promptly reimburse the Executive for all reasonable costs and expenses relating to such claim or
dispute; provided that the Executive agrees in writing that he will repay the Company in full for such reimbursement if he is not
ultimately successful to a material degree with respect to the substance of such claim or dispute. In addition, the Company shall
promptly reimburse the Executive for all reasonable costs and expenses (including, but not limited to, attorneys’ fees) incurred
by the Executive in preparing responses to Internal Revenue Service (“IRS”) audits of the Executive’s personal
income tax returns or otherwise defending such tax returns in any administrative proceeding or civil litigation relating thereto
that is occasioned by or connected with an audit by the IRS of one or more income tax returns of the Company. The provisions of
this Section 15 shall survive the expiration or termination of this Agreement and the Period of Employment.


 






    	 



    	 



    

 


16. Successors.


 


16.1 This
Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s heirs and legal representatives.


 


16.2 This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


16.3 As
used in this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.


 


17. Representations.


 


17.1 The
Company represents and warrants that (a) the execution of this Agreement has been duly authorized by the Company, including
action of the Board, (b) the execution, delivery and performance of this Agreement by the Company does not and will not violate
any law, regulation, order, judgment or decree or any agreement, plan or corporate governance document of the Company, and (c) upon
the execution and delivery of this Agreement by the Executive, this Agreement shall be the valid and binding obligation of the
Company, enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles
of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).


 


17.2 The
Executive represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the
Executive does not and will not violate any law, regulation, order, judgment or decree or any agreement to which the Executive
is a party or by which he is bound, (b) the Executive is not a party to or bound by any employment agreement, noncompetition
agreement or confidentiality agreement with any person or entity that would interfere with this Agreement or his performance of
services hereunder, (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid
and binding obligation of the Executive, enforceable in accordance with its terms, except to the extent enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the
effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).


  


18. Miscellaneous.


 


18.1 This
Agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania, without reference to principles
of choice of law. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective
successors or legal representatives.


 


18.2 All
notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given or made the second business day after the date of mailing, if delivered by registered or certified mail, postage prepaid;
upon delivery, if sent by hand delivery; upon delivery, if sent by prepaid courier, with a record of receipt; or the next day after
the date of dispatch, if sent by cable, telegram, facsimile or telecopy (with a copy simultaneously sent by registered or certified
mail, postage prepaid, return receipt requested), to the parties at the following addresses:


 






    	 



    	 



    

 


if
to the Executive, to: 


 


Mark
A. Smith 


1001
Carlisle Street 


Natrona
Heights, PA 15065 


Telephone: 724-226-2067


 


if
to Company, to:


 


Geospatial
Mapping Systems, Inc. 


229
Howes Run Road 


Sarver,
PA 16055 


Attention:
General Counsel 


Facsimile: 724-353-3049 


Telephone: 724-353-3400


 


Any party hereto
may change the address to which notice to it, or copies thereof, shall be addressed, by giving notice thereof to the other parties
hereto in conformity with the foregoing.


 


18.3 None
of the provisions of this Agreement shall be deemed to impose a penalty.


 


18.4 The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


18.5 Any
party’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision hereof.


 


18.6 This
Agreement supersedes any and all prior communications, understandings, and agreements, written or oral, between the Company and
the Executive with respect to the subject matter hereof, and contains the entire understanding of the Company and the Executive
with respect to the subject matter hereof. In the event of any inconsistency between this Agreement and any plan, policy, arrangement
or practice of the Company, the relevant provision of this Agreement shall control.


 


18.7 This
Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


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





	 	 	 	 
	 	GEOSPATIAL MAPPING SYTEMS, INC.
	 	 	 
	 	By:	 	
	 	Its:	 	PRESIDENT
	 	 
	 	MARK A. SMITH