Exhibit 10.5


 


EMPLOYMENT AGREEMENT 


 


THIS AGREEMENT is dated May 1, 2012
by and between Telkonet, Inc, a Utah corporation (“Telkonet” or “Company”) and Gerrit J. Reinders
(“Executive”).


 


WHEREAS, Telkonet desires to employ Executive
and to secure for itself the experience, abilities and services of Executive in the capacity of Executive Vice President of Sales
& Marketing of Telkonet upon the terms and conditions specified herein; and


 


WHEREAS, Executive desires to so provide
his services to Telkonet, upon the terms and conditions specified herein.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, and for such other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, the parties, intending to be legally bound, agree as follows:


 


1. Duties and Scope of Employment.



 


(a) Positions and Duties. Telkonet hereby
employs Executive in the capacity of Executive Vice President of Sales & Marketing of Telkonet to perform such executive, management
and administrative services and other customary duties consistent with Executive’s position as a senior executive officer
within the Company as set forth in the Telkonet by-laws and as Telkonet, by action of its Chief Executive Officer and Board of
Directors (“Board”), may request from time to time.


 


(b) Location. Executive’s place of work
shall be 10200 Innovation Dr., Suite 300, Milwaukee, WI 53226. The Company shall be entitled to require the Executive to travel
to work at such other places as business needs require.


 


2. Term. The term of this Agreement (the “Term”)
shall commence as of May 1, 2012 and shall expire on May 1, 2013. Upon expiration this term will automatically renew for an additional
twelve (12) months unless mutually agreed to otherwise or is terminated pursuant to Section 6.


 


3. Extent of Services. During the Term and any
extension thereof, Executive shall devote his full time, ability, attention and efforts to the performance, to the best of his
abilities, of such duties and responsibilities, as described in Section 1 above, and as the Chief Executive Officer shall determine,
consistent therewith.


 


4. Compensation. 


 


(a) Salary. Executive shall be paid One Hundred
Thousand Dollars ($150,000.00) on an annualized basis in accordance with Telkonet’s normal payroll practices, and be subject
to all lawfully required withholdings. The base salary may be increased, but not decreased, at any time during the term of employment
as determined by the Chief Executive Officer and the Board of Directors.


 


(b) Bonus. The Chief Executive
Officer, Board of Directors of Telkonet and the Executive will agree upon milestones for bonus achievement. The actual bonus amount
will be determined by the Board of Directors.


 


(c) Executive Participation in Telkonet Staff
Benefits Plans. During the Term, Executive shall be entitled to participate in any group health programs and other benefit
plans, which may be instituted from time-to-time for Telkonet employees, and for which Executive qualifies under the terms of such
plans. All such benefits shall be provided on the same terms and conditions as generally apply to all other Telkonet employees
under these plans and may be modified by Telkonet from time-to-time.


 


(d) Expenses. Executive shall be reimbursed
by Telkonet for all ordinary, reasonable, customary and necessary expenses incurred by him in the performance of his duties and
responsibilities. Executive agrees to prepare documentation for such expenses as may be necessary for Telkonet to comply with the
applicable rules and regulations of the Internal Revenue Service and Telkonet’s existing policy.






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(e) Equity. Executive is eligible to participate
in the Company’s Employee Stock Option Plan, in accordance with the terms of such plan and awards as granted by the Compensation
Committee of the Company’s Board of Directors.


 


(f) Commission. Telkonet has established a
commission structure for Executive’s position based on measurable goals as provided in Exhibit 1.


 


5. Vacation. At full pay and without any adverse
effect to his compensation, provided that all other terms and conditions of this Agreement are satisfied, Executive shall be entitled
to four (4) weeks of vacation for each full calendar year during the term of this Agreement. Executive agrees to schedule his vacation
leave in advance upon written notice to Chief Executive Officer or other designated individuals. Carryover of vacation days shall
be consistent with Company’s existing policy.


 


6. Termination. This Agreement
shall terminate in accordance with Section 2 of this Agreement, or upon the first to occur of any of the following events:


 


(a) The death of Executive;


 


(b) The mutual consent of Executive and Telkonet.
Executive shall then receive (i) an amount equal to Executive's base salary for the period starting on the first day after the
termination and ending upon the three (3) month anniversary date of the termination in accordance with the Company’s payroll
schedule applicable to all employees and (ii) pay for any applicable health insurance premiums, for a period starting on the first
day after the termination and ending upon the three (3) month anniversary date of the termination. If the Executive becomes eligible
for similar benefits from another employer, Telkonet will reimburse Executive for the Employee’s share of current employer’s
health insurance premium ending upon the three (3) month anniversary date of the termination;


 


(c) “Cause” exists for termination. For
purposes of this Agreement, “cause” shall mean the occurrence of any of the following: (1) theft, fraud, embezzlement,
or any other act of intentional dishonesty by Executive; (2) any material breach by Executive of any provision of this Agreement
which breach is not cured within a reasonable time (but not to exceed fourteen (14) days) after written notification thereof to
Executive by Telkonet; (3) any habitual neglect of duty or misconduct of Executive in discharging any of his duties and responsibilities
under this Agreement after a written demand for performance was delivered to Executive that specifically identified the manner
in which the Board believed the Executive had failed to discharge his duties and responsibilities, and the Executive failed to
resume substantial performance of such duties and responsibilities on a continual basis immediately following such demand; (4)
commission by Executive of a felony or any offense involving moral turpitude; or (5) any default of Executive’s obligations
hereunder, or any failure or refusal of Executive to comply with the policies, rules and regulations of Telkonet generally applicable
to Telkonet employees, which default, failure or refusal is not cured within a reasonable time (but not to exceed fourteen (14)
days) after written notification thereof to Executive by Telkonet. If cause exists for termination, Executive shall be entitled
to no further compensation, except for accrued leave and vacation and except as may be required by applicable law.


 


(d) “Good reason” exists for Executive
to terminate his employment with Telkonet. For purposes of this Agreement, “good reason” shall mean the occurrence
of any of the following: (1) any material adverse reduction in the scope of Executive’s authority or responsibilities; (2)
any reduction in the amount of Executive’s compensation or participation in any employee benefits; or (3) Executive’s
principal place of employment is actually or constructively moved to any office or other location 75 miles or more outside of Milwaukee,
WI. If Executive terminates his employment with Telkonet for “good reason,” then, upon notice to Telkonet by Executive
of such termination, Telkonet shall continue to pay Executive's base salary and provide Executive with continued participation
in each employee benefit plan in which Executive participated immediately prior to the termination date for the period starting
on the first day after the termination date and ending upon expiration of the Term, or if such period is less than three (3) months,
for a period of three (3) months from notice.






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(e) If Executive is terminated by Telkonet for any
reason other than for “cause” or Telkonet fails to renew this Agreement upon expiration of the Term, then Executive
shall receive: (i) an amount equal to Executive's base salary for the period starting on the first day after the termination and
ending upon the three (3) month anniversary date of the termination in accordance with the Company’s payroll schedule applicable
to all employees and (ii) pay for any applicable health insurance premiums, for a period starting on the first day after the termination
and ending upon the three (3) month anniversary date of the termination. If the Executive becomes eligible for similar benefits
from another employer, Telkonet will reimburse Executive for the Employee’s share of current employer’s health insurance
premium ending upon the three (3) month anniversary date of the termination.


 


(f) In the event of a termination under (a), (b),
(c) or (d) of this paragraph 6, within thirty (30) days of the separation date, Telkonet shall make a lump sum payment of any back
pay, Executive loans or deferments then due and owing. Notwithstanding anything to the contrary herein, this Agreement shall not
terminate or expire under (e) of this paragraph six unless and until (iii) Executive is reimbursed for any back pay, Executive
loans or deferments then due and owing.


 


(g) If Executive’s employment terminates by
reason of death or disability, then (i) Executive will be entitled to receive benefits only in accordance with the Company’s
then applicable plans, policies, and arrangements.


 


(h) Separation Agreement and Release of Claims.
The receipt of any severance pursuant to this Agreement will be subject to Executive signing and not revoking a separation agreement
and release of claims (the “Release”) in a form reasonably acceptable to the Company, which becomes effective within
thirty (30) days following Executive’s separation from service. The Release will provide (among other things) that Executive
will not disparage the Company, its directors, or its executive officers for 12 months following the date of termination and the
Company will instruct its officers and directors not to disparage the Executive. No severance pursuant to this Agreement will be
paid or provided until the Release becomes effective.


 


(i) No Duty to Mitigate. Executive will not
be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive
from any other source reduce any such payment.


 


(j) No-Inducement. In the event of a termination
of Executive’s employment that otherwise would entitle Executive to the receipt of severance and other benefits pursuant
to this Agreement, Executive agrees that as a condition to receipt of such severance, during the 12 month period following termination
of employment, Executive, directly or indirectly, whether as employee, owner, sole proprietor, partner, director, founder or otherwise,
will not, solicit, induce, or influence any person to modify their employment or consulting relationship with the Company (the
“No-Inducement”). If Executive breaches the No-Inducement, all payments and benefits to which Executive otherwise may
be entitled pursuant to this Section 6 will cease immediately.


 


7. Surrender of Books and Papers. Upon termination
of this Agreement (irrespective of the time, manner, or cause of termination, be it for cause or otherwise), Executive shall immediately
surrender to Telkonet all books, records, or other written papers or documents entrusted to him or which he has otherwise acquired
pertaining to Telkonet and all other Telkonet property in Executive’s possession, custody or control.


 


8. Inventions and Patents. Executive agrees that
Executive will promptly, from time-to time, fully inform and disclose to Telkonet any and all ideas, concepts, copyrights, copyrightable
material, developments, inventions, designs, improvements and discoveries of whatever nature that Executive may have or produced
during the term of Executive’s employment under this Agreement that pertain or relate to the then current business of Telkonet
(the “Creations”), whether conceived by Executive alone or with others and whether or not conceived during regular
working hours. All Creations shall be the exclusive property of Telkonet and shall be “works made for hire” as defined
in 17 U.S.C. §101, and Telkonet shall own all rights in and to the Creations throughout the world, without payment of royalty
or other consideration to Executive or anyone claiming through Executive. Executive hereby transfers and assigns to Telkonet (or
its designee) all right, title and interest in and to every Creation. Executive shall assist Telkonet in obtaining patents or copyrights
on all such inventions, designs, improvements and discoveries being patentable or copyrightable by Executive or Telkonet and shall
execute all documents and do all things reasonably necessary (at Telkonet’s sole cost and expense) to obtain letters of patent
or copyright, vest Telkonet with full and exclusive title thereto, and protect the same against infringement by third parties,
and such assistance shall be given by Executive, if needed, after termination of this Agreement for whatever cause or reason. Executive
hereby represents and warrants that Executive has no current or future obligation with respect to the assignment or disclosure
of any or all developments, inventions, designs, improvements and discoveries of whatever nature to any previous Employer, entity
or other person and that Executive does not claim any rights or interest in or to any previous unpatented or uncopyrighted developments,
inventions, designs, improvements or discoveries.






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9. Trade Secrets, Non-Competition and Non-Solicitation.



 


(a) Trade Secrets. Contemporaneous with the
execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit
Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including
without limitation, data, production methods, customer lists, product format or developments, other information concerning the
business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the
operation of the business of Telkonet (collectively, the “Confidential Information”). For purposes of the preceding
sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public
other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses
such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating
to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of
Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential
Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly
or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except
as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet,
a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files,
records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet,
whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with Telkonet,
shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written
consent of Telkonet unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files,
records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which
have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet”
means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.


 


(b) Non-Competition. Executive acknowledges
that he will be provided with and have access to the Confidential Information, the unauthorized use or disclosure of which would
cause irreparable injury to Telkonet, that Telkonet’s willingness to enter into this Agreement is based in material part
on Executive’s agreement to the provisions of this Section 9(b) and that Executive’s breach of the provisions
of this Section would materially and irreparably damage Telkonet. In consideration for Telkonet’s disclosure of Confidential
Information to Executive, Executive’s access to the Confidential Information, and the salary paid to executive hereunder,
Executive agrees that during the term of Executive’s employment under this Agreement and for one (1) year after the termination
of Executive’s employment and regardless whether such termination is with or without cause, Executive shall not, directly
or indirectly, either as an executive, employee, employer, consultant, agent, principal, partner, stockholder, corporate officer,
director, advisor or in any other individual or representative capacity, engage or participate in any business that is in competition
in any manner whatsoever with the Restricted Business (as defined herein) in North America. “Restricted Business” means
any business conducted by Telkonet at the time of separation of the Executive from Telkonet.


 


(c) Reasonableness of Restrictions. Executive
acknowledges that the restrictions set forth in Section 9(b) of this Agreement are reasonable in scope and necessary for
the protection of the business and goodwill of Telkonet. Executive agrees that should any portion of the covenants in Section
9 be unenforceable because of the scope thereof or the period covered thereby or otherwise, the covenant shall be deemed to
be reduced and limited to enable it to be enforced to the maximum extent permissible under the laws and public policies applied
in the jurisdiction in which enforcement is sought.






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(d) Injunctive Relief; Extension of Restrictive
Period. In the event of a breach of any of the covenants by Executive or Telkonet contained in this Agreement, it is understood
that damages will be difficult to ascertain, and either party may petition a court of law or equity for injunctive relief in addition
to any other relief which Executive or Telkonet may have under the law, including but not limited to reasonable attorneys’
fees.


 


10. Indemnification and Insurance. Executive will
be covered under the Company’s insurance policies and, subject to applicable law, will be provided indemnification to the
maximum extent permitted by the Company’s bylaws, Certificate of Incorporation, and standard form of Indemnification Agreement,
with such insurance coverage and indemnification to be in accordance with the Company’s standard practices for senior executive
officers but on terms no less favorable than provided to any other Company senior executive officer or director.


 


11. Miscellaneous. 


 


(a) This Agreement shall be binding upon the parties
and their respective heirs, executors, administrators, successors and assigns. Executive shall not assign any part of his rights
under this Agreement without the prior written consent of Telkonet.


 


(b) This Agreement contains the entire agreement
and understanding between the parties and supersedes any and all prior understandings and agreements between the parties regarding
Executive’s employment.


 


(c) No modification hereof shall be binding unless
made in writing and signed by the party against whom enforcement is sought. No waiver of any provisions of this Agreement shall
be valid unless the same is in writing and signed by the party against whom it is sought to be enforced, unless it can be shown
through custom, usage or course of action.


 


(d) This Agreement is executed in, and it is the
intention of the parties hereto that it shall be governed by, the laws of the State of Wisconsin without giving effect to applicable
conflict of laws provisions.


 


(e) The provisions of this Agreement shall be deemed
to be severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the
other provisions hereof.


 


(f) Any notice or communication permitted or required
by this Agreement shall be in writing and shall become effective upon personal service, or service by wire transmission, which
has been acknowledged by the other party as being received, or two (2) days after its mailing by certified mail, return receipt
requested, postage prepaid addressed as follows:


 


(1) If to Telkonet: Attn: General Counsel Telkonet,
Inc. 10200, Suite 300, Innovation Drive Milwaukee, WI 53226.


 


(2) If to Executive, to: Gerritt J. Reinders at the
last residential address known by the Company as provided by Executive in writing.


 


(g) Acknowledgment. Executive acknowledges
that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time
to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering
into this Agreement.


 


(h) Counterparts. This Agreement may be executed
in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned.


 






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IN WITNESS WHEREOF, Telkonet and Executive have executed
this Agreement as of the date first set forth above.


 





	/s/ Glenn
    A. Garland	 	/s/ Gerrit J. Reinders
	 	 	 
	Chairman - Compensation Committee	 	Gerrit J. Reinders
	 	 	 
	5/1/12	 	5/1/12
	Date	 	Date







 






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Exhibit 1


 


Commission Structure


 


The Company has established a commission structure for your
role based on measurable goals for the fiscal 2012 year. In addition to Executive’s base salary during 2012, target cash
incentive compensation is $100,000 based on delivering EcoSmart Sales Revenue of $7.5 Million. EcoSmart Sales Revenue will be defined
as monies received from customers for the delivery of EcoSmart goods and services. The goal is to deliver linear sales per quarter
leading to an annual target of $7.5 Million.


 


For recognized revenue above annual target, 1% commission will
be paid following the 2012 fiscal year. Successful sales meeting the quarterly target will result in quarterly commissions being
paid in full at the end of the quarter in which sales revenue results were delivered.


 


Executive’s incentive compensation plan will be reviewed
and adjusted by the Compensation Committee after the 2012 fiscal year to ensure overall company performance and compensation goals
are being achieved. After the 2012 fiscal year, Executive compensation, including incentive, will be set by the Compensation Committee
with the input of the Chief Executive Officer. It is the intent of the Company that the incentive compensation will not be capped.
In the event of a termination, bonus will be prorated upon termination.


 


 






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