Geospatial Corporation S-1 


EXHIBIT
10.8


 


EMPLOYMENT
AGREEMENT


 


 


THIS AGREEMENT (“Agreement”), by and between GEOSPATIAL CORPORATION
a Nevada Corporation (the “Company”), and Mark A. Smith (the “Executive”) is entered into as of
October 18th, 2013 (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 October
18, 2016; provided, however that the Period of Employment shall automatically be extended on a day-by-day and shall always be thirty-six
(36) 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 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 be elected as the Chairman of the Board
throughout the Period of Employment. 


3.2Scope.
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 (i) serve on corporate, civic or charitable boards or committees,
(ii) deliver lectures, fulfill speaking engagements or teach occasional courses or seminars at educational institutions, or (iii)
manage personal and/or family investments and engage in any other activities, so long as such activities do not interfere, in
any significant respect, with the Executive’s responsibilities hereunder or otherwise violate this Agreement.


 




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4. Salary.


 


4.1During 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 on 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.


4.2Annual
Bonuses. 


4.2.1Beginning with the Company’s
fiscal year commencing on January 1st, 2013 (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 (the “Target
Bonus Amount”) in the Company’s annual incentive compensation plan (the “2013 Annual Bonus Plan) shall be at
100% of Executive’s Base Salary. The performance measures applicable to the Executive’s bonus opportunity for 2013
shall be deemed to be met and the performance measures for each successive fiscal year of the Company during the Period of Employment
shall be set by reasonable good faith agreement of the Board and the Executive.


4.2.2As 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 4.2.3 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.


4.2.3Other 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. In all cases the
Executive’s total annual compensation plan shall be equal or greater than other Company executives.




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4.2.4Payment 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
obligations pursuant to this Section 4.2.4 shall not exceed $25,000 incurred by the Executive.


5.Other Executive Benefits.


5.1Business 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.


5.2Benefit 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 a 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.


5.3Holidays and Vacations. 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.


5.4Company 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.


5.5Facilities 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 has 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.


5.6Tax and Financial Planning Services.  During
the Period of Employment, the Company shall pay (or reimburse the Executive) for the cost of




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personal tax and financial planning services and related
expenses in an amount up to fifteen thousand dollars per year.


5.7Executive Health Benefit.During the
Period of Employment, the Company shall pay (or reimburse the Executive) for the cost of an annual Executive Physical at a medical
facility chosen by the Executive in an amount up to ten thousand dollars per year.


6.Termination.


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


6.2Disability. 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 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.


6.3By 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




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that the Executive’s action or omission was in the
best interest of the Company. Any act or failure to act, 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)
thirty days written notice. For purposes of this Agreement, “Good Reason” means, with 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 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 the Executive to be named or elected as the Chairman of 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 his position), c) any relocation of the Executive’s office as assigned to him by the
Company to a location more than twenty (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.


6.5Other 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.


6.6Notice 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




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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 it rights hereunder.


6.7Date 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.


7.1Termination 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.


7.3Disability. 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.


7.4Retirement. 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 sixty
(60) years old, he shall be treated as a retiree for purposes of all compensation and benefit plans, policies, arrangements and
practices of the Company then in effect. He shall, in addition to receiving payment of the Accrued Obligations, at a minimum, until
the death of the Executive, be paid monthly (a) 1/24th 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) 1/24th 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; payable for the remaining life of the Executive; and 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.




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7.5Resignation with Good Reason, Death 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), if the Period of Employment is terminated by death, or if the Executive terminates his employment for Good Reason,
the Executive shall receive, in addition to payment of the Accrued Obligations, the following:


7.5.1A lump sum cash payment in an amount
equal to two (2) times 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;


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


7.5.3Continued exercisability, for a period
equal to their full original terms, for all vested options, whether previously vested or vesting under subsection 7.5.2;


7.5.4For 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 has 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).


7.6Release. 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.


7.8No Right to 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 of Control. For purposes of this Agreement,
a “Change of Control” shall be deemed to have occurred if:




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8.1Change in Ownership. Any “person”
(as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1943, 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 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 of ownership percentage resulting from an acquisition
of securities by the Company; or


8.2Change 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 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


8.3Business 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 all
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


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


9. Taxes. In the event that the aggregate of all
payment 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




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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 of 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 it selection, acted in any way of 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 policy 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 11 shall continue so long as he may be subject to such liability, whether
or not this Agreement may have terminated prior thereto.




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12.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.


13.Arbitration. Any dispute or controversy between
the Company and the Executive arising out of or relating to this 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 and 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
proceedings 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.


14.Disputes; Payment of Attorney’s 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 consent from
the Executive while any claim or dispute described in the first sentence of this Section 14 is pending, the Company shall promptly




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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 Executives 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.


15. Successors.


15.1 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.


15.2This Agreement shall inure to the benefit
of and be binding upon the Company and its successors and assigns.


15.3As 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.


16.Representations.


16.1 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 an 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 principals of equity (regardless of whether enforceability
is considered in proceeding in equity or at law).


16.2The 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 ay 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




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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 principals of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).


17.Miscellaneous.


17.1 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.


17.2 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:
	 	 
	 	Mark A. Smith
	 	1001 Carlisle Street
	 	Natrona Heights,
PA 15065
	 	Telephone: 724-226-2067 or 724-994-8055
	 	 
	 	If to the Company:
	 	 
	 	Geospatial Corporation
	 	229 Howes Run Road
	 	Sarver, PA 16055
	 	Attention: General Counsel 
	 	 
	 	Fax: 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.


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




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


17.5 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.


17.6This 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. 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.


17.7This 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 on and the same instrument.


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








	 	 	Geospatial
                              Corporation
	 	 	 
	 	 	 
		By:	/s/ Thomas R. Oxenreiter
		 	Thomas R. Oxenreiter, Director  
	 	 	 
	 	 	 
	 	 	/s/ Mark
A. Smith
	 	 	Mark A. Smith,
                              an Individual



 


 


 


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