Geospatial Corporation S-1 


EXHIBIT 10.14


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (“Agreement”),
by and between GEOSPATIAL CORPORATION, a Nevada Corporation (the “Company”), and Thomas R. Oxenreiter
(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 Chief Financial Officer of the Company. The Executive shall report
directly to the Chief Executive Officer and shall perform such duties as the Executive shall reasonably be directed to perform
by the CEO.


 


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 (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.


 


4.1          During
the Period of Employment, the Executive’s Base Salary shall initially be at the rate of One Hundred Seventy-Five Thousand
Dollars ($175,000) 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.


 


4.2         Annual
Bonuses.


 


4.2.1      Beginning
with the Company’s fiscal year commencing on January 1st, 2014 (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”). 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 4.2.3 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.


 


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


 


4.2.4       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 obligations pursuant to this Section 4.2.4 shall not exceed $5,000
incurred by the Executive.


 




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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 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.


 


5.3        Holidays
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.


 


5.4        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 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.


 


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 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.


 




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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 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 not withstanding, 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 Chief Financial 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 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 his position), c) any relocation of
the Executive’s office as assigned to him by the Company to a location more than forty (40) miles from Pittsburgh, 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.


 




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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 it 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.


 




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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 sixty-two (62) 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. 


 


7.5        Resignation
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:


 


7.5.1     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;


 


7.5.3     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 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).


 


7.6        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.


 




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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 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:


 


8.1        Change
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


 


8.2        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 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 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



 




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8.4        Liquidation.
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
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.


  




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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.


 


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.


 




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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 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.


 


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


 


15.3      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.


 




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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).


 


16.2      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 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 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:


 



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	 	 	If to the Executive:
	 	 	 
	 	 	Thomas R. Oxenreiter

10101 Clubhouse Road
	 	 	Presto, PA 15142
	 	 	Telephone: 412-206-9362
	 	 	 
	 	 	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.


 


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.


 


17.6      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. 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.


 


17.7      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 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/ Mark A.
    Smith           
	 	Mark A. Smith, Chairman and CEO 
	 	 	 
	 	Thomas R. Oxenreiter, an Individual
	 	 
	 	 	/s/ Thomas R. Oxenreiter



 


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