Quantum Solar Power Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






CEO EMPLOYMENT AGREEMENT

This CEO EMPLOYMENT AGREEMENT is entered into by and between
QUANTUM SOLAR POWER CORP., a Nevada corporation (the “Company”), and DARYL J.
EHRMANTRAUT, the undersigned individual (“Executive”). 

RECITAL

The Company and Executive desire to enter into an Employment
Agreement setting forth the terms and conditions of Executive’s employment with
the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as
follows:

	1. 	
      Employment.

	 	 	 
		(a) 	
      Term. The Company hereby employs Executive to
      serve as Chief Executive Officer of the Company. The employment with the
      Company is not for any specified period of time. As a result, either the
      Company or the Executive is free to terminate the employment relationship
      at any time, subject to the other provisions of this Agreement.

	 	 	 
		(b) 	
      Duties and Responsibilities. Executive will be
      reporting to the Company’s Board of Directors. Within the limitations
      established by the Bylaws of the Company, the Executive shall have each
      and all of the duties and responsibilities of the CEO position and such
      other duties on behalf of the Company as may be reasonably assigned from
      time to time by the Company’s Board.

	 	 	 
		(c) 	
      Location. The location at which Executive shall
      perform services for the Company shall be Santa Fe, NM USA.

	 	 	 
	2. 	
      Compensation.

	 	 	 
		(a) 	
      Base Salary. Executive shall be paid a base salary
      (“Base Salary”) at the annual rate of $120,000.00 (One Hundred and Twenty
      Thousand Dollars), payable in equal monthly installments in advance of the
      monthly period. The annual Base Salary shall be reviewed on or before the
      annual anniversary of the Agreement, unless Executive’s employment
      hereunder shall have been terminated earlier pursuant to this Agreement.
      The Annual review will be conducted by the Board of Directors of the
      Company to determine if such Base Salary should be increased for the
      following year in recognition of services to the Company.

	 	 	 
		(b) 	
      Payment. Payment of all compensation to Executive
      hereunder shall be made in accordance with the relevant Company policies
      in effect from time to time, including normal payroll practices, and shall
      be subject to all applicable employment and withholding
  taxes.




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		(c) 	
      Bonus. In addition to the Employee's base salary,
      the Employee shall be eligible to receive a bonus (a "Quarterly Bonus")
      for each calendar quarter in an amount, if any, as determined by The
      Company’s Board of Directors at its discretion.

	 	 	 	 
	3. 	
      Other Employment Benefits.

	 	 	 	 
		(a) 	
      Business Expenses. Upon submission of itemized
      expense statements in the manner specified by the Company, Executive shall
      be entitled to reimbursement for reasonable travel and other reasonable
      business expenses duly incurred by Executive in the performance of his
      duties under this Agreement.

	 	 	 	 
		(b) 	
      Benefit Plans. Executive shall be entitled to
      participate in the Company’s medical and dental plans, life and disability
      insurance plans and retirement plans pursuant to their terms and
      conditions. Executive shall be entitled to participate in any other
      benefit plan offered by the Company to its employees during the term of
      this Agreement. Nothing in this Agreement shall preclude the Company from
      terminating or amending any employee benefit plan or program from time to
      time.

	 	 	 	 
		(c) 	
      Vacation. Executive shall be entitled to 3 (Three)
      weeks of vacation each year of full employment, exclusive of legal
      holidays, as long as the scheduling of Executive’s vacation does not
      interfere with the Company’s normal business operations.

	 	 	 	 
		(d) 	
      Stock Option. The Executive shall receive 500,000
      Options in Company Stock to be fully vested quarterly (substantively
      equally over 12 (twelve) quarters) over a 3 (three) year period commencing
      on the execution date of the Agreement. The Option exercise price is $0.50
      (Fifty cents).

	 	 	 	 
	4. 	
      Executive’s Business Activities. Executive shall
      devote the substantial portion of his entire business time, attention and
      energy exclusively to the business and affairs of the Company.
      Notwithstanding the foregoing, the Company acknowledges that the Executive
      has other business interests and ownerships as well as serving on the
      Boards of Directors of other companies in which the Executive is a
      stockholder or owner. The Company acknowledges and consents to the
      continuation of these ownerships and relationships, provided they do not
      interfere with the Executive’s duties under this Agreement.

	 	 	 	 
	5. 	
      Termination of Employment.

	 	 	 	 
		(a) 	
      For Cause. Notwithstanding anything herein to the
      contrary, the Company may terminate Executive’s employment hereunder for
      cause for any one of the following reasons: (i) conviction of a felony, or
      a misdemeanor where imprisonment is imposed, (ii) commission of any act of
      theft, fraud, or falsification of any employment or Company records in any
      material way, (iii) Executive’s failure or inability to perform any
      material reasonable assigned duties after written notice from the Company
      of, and a reasonable opportunity to cure, such failure or inability, or
      (iv) material breach of this Agreement which breach is not cured within
      thirty (30) days following written notice of such breach. Upon termination
      of Executive’s employment with the Company for cause, the Company shall be
      under no further obligation to Executive for salary or bonus, except to
      pay all accrued but unpaid base salary, accrued bonus (if any) and accrued
      vacation to the date of termination thereof. The Executive has 90 days to
      exercise any outstanding Stock Options vested but not
  exercised.




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		(b) 	
      Without Cause. The Company may terminate
      Executive’s employment hereunder at any time without cause, provided,
      however, that Executive shall be entitled to severance pay in the amount
      of 1 (One) year of Base Salary in addition to accrued but unpaid Base
      Salary and accrued vacation, less deductions required by law. The
      Executive has 90 days to exercise any outstanding Stock Options vested but
      not exercised.

	 	 	 
		(c) 	
      Termination for Good Reason. If Executive
      terminates his employment with the Company for Good Reason (as hereinafter
      defined), he shall be entitled to the severance benefits set forth in
      Section 5(b). For purposes of this Agreement, “Good Reason” shall mean any
      of the following: (i) relocation of the Company’s executive offices more
      than forty miles from the current location, without Executive’s
      concurrence; (ii) any material breach by the Company of this Agreement;
      (iii) a material change in the principal line of business of the Company,
      without Executive’s concurrence, or (iv) any significant change in the
      Executive’s duties and responsibilities. The Executive has 90 days to
      exercise any outstanding Stock Options vested but not exercised.

	 	 	 
		(d) 	
      Termination After Change of Control. If
      Executive’s employment with the Company is terminated (a) by the Company
      other than for Cause or Disability, or (b) by the Executive for Good
      Reason, the Company shall, in lieu of any other severance payments or
      benefits payable by the Company to the Executive, pay to the Executive
      within ten (10) business days after the Executive's Date of Termination a
      severance payment in an amount equal to three (3 times the sum of the
      Executive’s most recent annual base salary and the Executive’s most recent
      annual cash bonus under the Company's incentive compensation plan (if
      any). The Executive has 90 days to exercise any outstanding Stock Options
      vested but not exercised.

	 	 	 
	6. 	
      Stock Options after Change of Control. All
      outstanding Stock Options, if any, granted to the Executive under any of
      the Company's Stock Option plans, incentive plans, or other similar plans
      (or Options substituted therefore covering the stock of a successor
      corporation) shall immediately become fully vested and exercisable upon a
      Change in Control, and the restricted period with respect to any
      restricted stock or any other equity award granted to the Executive shall
      lapse immediately upon such Change in Control.

	 	 	 
	7. 	
      Disability of Executive. The Company may terminate
      this Agreement without liability if Executive shall be permanently
      prevented from properly performing his essential duties hereunder with
      reasonable accommodation by reason of illness or other physical or mental
      incapacity for a period of more than 180 consecutive days. Upon such
      termination, Executive shall be entitled to all accrued but unpaid Base
      Salary, accrued bonus (if any) and accrued vacation. The Executive has 90
      days to exercise any outstanding Stock Options vested but not
      exercised.

	 	 	 
	8. 	
      Death of Executive. In the event of the death of
      Executive, the Company’s obligations hereunder shall automatically cease
      and terminate; provided, however, that within 15 days the Company shall
      pay to Executive’s heirs or personal representatives Executive’s Base
      Salary and accrued vacation accrued to the date of death. Executive’s
      heirs or personal representatives have 90 days to exercise any outstanding
      Stock Options vested but not exercised.

	 	 	 
	9. 	
      Non-Disclosure Agreement. Executive has executed a
      Non-Disclosure Agreement (the “NDA”). The obligations under the NDA shall
      survive termination of this Agreement for any reason.

	 	 	 
	10. 	 Non-competition by employee. During
        the term of this Agreement, the Executive shall not, directly or indirectly,
        either as an Employee, Employer, Consultant, Agent, Principal, Partner,
        Corporate Officer, Director, Member or in any other individual or representative
        capacity, engage or participate in any business that is in competition
        in any manner whatever with the business of the Company. 




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      Furthermore, upon the expiration of this Agreement or the
        termination of this Agreement for any reason, the Executive expressly
        agrees not to engage or participate, directly or indirectly, either as
        an Employee, Employer, Consultant, Agent, Principal, Partner, Corporate
        Officer, Director, Member or in any other individual or representative
        capacity, for a period of three (3) years in any business that is in competition
        with the Business.

	 	 	 
	11. 	
      Assignment and Transfer. Executive’s rights and
      obligations under this Agreement shall not be transferable by assignment
      or otherwise, and any purported assignment, transfer or delegation thereof
      shall be void.

	 	 	 
	12. 	
      No Inconsistent Obligations. Executive is aware of
      no obligations, legal or otherwise, inconsistent with the terms of this
      Agreement or with his undertaking employment with the Company. Executive
      will not disclose to the Company, or use, or induce the Company to use,
      any proprietary information or trade secrets of others. Executive
      represents and warrants that he or she has returned all property and
      confidential information belonging to all prior employers.

	 	 	 
	13. 	
      Miscellaneous.

	 	 	 
		(a) 	
      Indemnification Agreement. Executive is
      concurrently executing with the Company an Indemnification Agreement
      giving him various indemnification rights as an officer.

	 	 	 
		(b) 	
      Governing Law. This Agreement shall be governed by
      and construed in accordance with the laws of the State of New Mexico
      without regard to conflict of law principles.

	 	 	 
		(c) 	
      Entire Agreement. This Agreement, together with
      the Non-Disclosure Agreement and Indemnification Agreement referenced in
      Section 11(a), contains the entire agreement and understanding between the
      parties hereto and supersedes any prior or contemporaneous written or oral
      agreements, representations and warranties between them respecting the
      subject matter hereof.

	 	 	 
		(d) 	
      Amendment. This Agreement may be amended only by a
      writing signed by Executive and by a duly authorized representative of the
      Company.

	 	 	 
		(e) 	
      Severability. If any term, provision, covenant or
      condition of this Agreement, or the application thereof to any person,
      place or circumstance, shall be held to be invalid, unenforceable or void,
      the remainder of this Agreement and such term, provision, covenant or
      condition as applied to other persons, places and circumstances shall
      remain in full force and effect.

	 	 	 
		(f) 	
      Construction. The headings and captions of this
      Agreement are provided for convenience only and are intended to have no
      effect in construing or interpreting this Agreement. The language in all
      parts of this Agreement shall be in all cases construed according to its
      fair meaning and not strictly for or against the Company or
    Executive.

	 	 	 
		(g) 	
      Rights Cumulative. The rights and remedies
      provided by this Agreement are cumulative, and the exercise of any right
      or remedy by either party hereto (or by its successor), whether pursuant
      to this Agreement, to any other agreement, or to law, shall not preclude
      or waive its right to exercise any or all other rights and
  remedies.




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	 	(h) 	
      Nonwaiver. No failure or neglect of either party
      hereto in any instance to exercise any right, power or privilege hereunder
      or under law shall constitute a waiver of any other right, power or
      privilege or of the same right, power or privilege in any other instance.
      All waivers by either party hereto must be contained in a written
      instrument signed by the party to be charged and, in the case of the
      Company, by an officer of the Company (other than Executive) or other
      person duly authorized by the Company.

	 	 	 
	 	(i) 	
      Notices. Any notice, request, consent or approval
      required or permitted to be given under this Agreement or pursuant to law
      shall be sufficient if in writing, and if and when sent by certified or
      registered mail, with postage prepaid, to Executive’s residence (as noted
      in the Company’s records), or to the Company’s principal office, as the
      case may be.

	 	 	 
	 	(j) 	
      Arbitration. Any controversy, dispute or claim
      arising out of or related to this Agreement or breach of this Agreement
      shall be settled solely by confidential binding arbitration by a single
      arbitrator in accordance with the commercial arbitration rules of JAMS in
      effect at the time the arbitration commences. The award of the arbitrator
      shall be final and binding. No party shall be entitled to, and the
      arbitrator shall not be authorized to, award costs of a party (including,
      without limitation, attorneys' fees). The arbitration shall be held in
      Santa Fe, New Mexico. The arbitrator shall not be required to provide
      support or explanation for his award.



IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date set forth below.

	QUANTUM SOLAR POWER CORP.
	 	EXECUTIVE 
	  	  	 	  	  
	  	  	 	  	  
	  	  	 	  	  
	  	  	 	  	  
	By: 	/s/ Graham Hughes 	 	By: 	/s/ Daryl J. Ehrmantraut 
	  	  	 	  	  
	Name: 	Graham Hughes 	 	Name: 	Daryl J. Ehrmantraut 
	Title: 	Secretary Treasurer 	 	Title: 	CEO 
	Address: 	3900 Paseo Del Sol 	 	Address: 	3900 Paseo Del Sol 
	  	Santa Fe, NM 87507 	 	  	Santa Fe, NM 87507 
	  	  	 	  	  
	Phone: 	505-216-0725 	 	Phone: 	505-216-0725 
	Fax: 	505-216-0763 	 	Fax: 	505-216-0763 
	Email: 	Graham_Hughes@bcit.ca 	 	Email: 	daryl_ehrmantraut@yahoo.com 
	  	  	 	  	  
	Date: 	January 1, 2010 	 	Date: 	January 1, 2010 



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