Exhibit
10.2


 


 


 


EMPLOYMENT AGREEMENT


  


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into as of May 1, 2015 between Zoned Properties, Inc., a Nevada corporation (the “Company”)
and Patricia Haugland, an individual residing in the State of Arizona (“Executive”).


 


RECITAL


 


The Company and Executive
desire to enter into this Agreement to ensure the Company of the services of Executive, to provide for compensation and other benefits
to be paid and provided by the Company to Executive in connection therewith, and to set forth the rights and duties of the parties
in connection therewith.


 


NOW, THEREFORE, in consideration
of the mutual promises herein contained, the parties hereby agree as follows:


 


1.     Title; Directorship.


 


(a) Title. The Company
hereby employs Executive as its Chief Operating Officer, and Executive hereby accepts such employment, on the terms and conditions
set forth herein. During the term of this Agreement, Executive shall be and have the title, duties and authority of Chief Operating
Officer of the Company and shall devote her entire business time and all reasonable efforts to her employment and shall perform
diligently such duties as are customarily performed by the Chief Operating Officer of companies of like size and structure as the
Company, together with such other duties as may be reasonably required from time to time by the Chief Executive Officer of the
Company. Without limiting the generality of any of the foregoing, and except as hereafter expressly agreed in writing by Executive,
Executive shall not be required to report to any party other than to the Chief Executive Officer of the Company.


 


2.     Term.
Subject to the provisions for termination hereinafter provided, the term of this Agreement shall begin on the date hereof and
shall end at 11:59 p.m., local time, on the date that is five (5) years from the date hereof, provided, however, that the
term of this Agreement shall automatically renew for successive one (1) year terms, unless Executive or the Company gives written
notice to the other not less than sixty (60) days prior the expiration of the then current term that she or it, as the case
may be, is electing not to so extend the term of this Agreement (the “Employment Period”). Notwithstanding
the foregoing, the term of this Agreement shall end on the date on which Executive’s employment is earlier terminated by
her or the Company in accordance with the provisions of Paragraph 7(a) below.


 






    	 	1	Initials: ______ / ______



     

    

 


3.     Outside Interests.
Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement,
other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services
of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided,
however, that Executive may attend to outside passive investments, and serve as a director, trustee or officer of, or otherwise
participate in, educational, welfare, social, religious and civic organizations, so long as such activities do not materially interfere
with Executive’s full-time employment hereunder. Notwithstanding the above, the Executive shall be authorized to continue
to receive the passive income generated from: (i) Executive’s IBA Agreement with West USA, as is currently the case, and
(ii) Executive’s spouses’ ownership interest in a business venture related to the ownership and rental of certain real
estate properties.


 


4.     Compensation.


 


(a) Salary. For all
services she may render to the Company during the term of this Agreement, the Company shall pay to Executive the following salary
in those installments customarily used in payment of salaries to the Company’s senior executives (but in no event less frequently
than monthly):


 


(i)     for the first (1st)
year of this Agreement, a salary of One Hundred Thousand Dollars ($100,000) per annum plus Fifteen Thousand (15,000) shares of
the Company’s restricted common stock issuable upon signing of this document.


 


(ii)     for each year
thereafter during the term of this Agreement, Executive’s salary shall be determined by the Compensation Committee under
direction of the Company’s Board of Directors.


 


(b) Signing Bonus.
Executive shall be granted a signing bonus consisting of an option to purchase 50,000 shares (the “Option”) of the
Company’s common stock at an Option price of $1.00, which Option shall vest ninety (90) days after the date of this Agreement
(the “Probationary Period”), provided this Agreement has not been terminated as provided hereunder. The Option shall
be issued on the date hereof and delivered to the Company’s legal counsel, to be held in escrow, pending Executive’s
satisfactory completion of the Probationary Period.


 


(c) Bonus Participation.
Executive shall be entitled to participate in any bonus program implemented by the Compensation Committee of the Board of Directors
for the Company’s senior executives generally, with pertinent terms and goals to be established quarterly or otherwise by
the Compensation Committee in its sole discretion. The Company shall notify the Executive on a regular basis the status of any
potential pending bonus program.


 


(d) Benefits. Executive
shall be entitled, subject to the terms and conditions of the appropriate plans, to all benefits provided by the Company to senior
executives generally from time to time during the term of this Agreement.


 


(e) Vacation.
Executive shall be entitled to THREE (3) weeks of paid vacation per year, which shall vest monthly on a pro-rata schedule, and
which cannot be carried over from year to year without prior written approval from the CEO.


 


(f) Automobile. Executive
shall not be entitled to use of a Company automobile; however, if at any time the Executive shall be entitled to the use of a Company
automobile, the Company shall provide automobile insurance therefor. Executive understands and agrees that such Automobile would
be furnished for business use only.


 


(g) Insurance. Executive
shall be reimbursed up to ZERO ($0.00) per month for payment of Executive’s medical/health and life insurance.


 


(h) Cell Phone/laptop.
The Company shall not provide Executive with a cell phone nor a laptop; however, in the event that the Company does provide Executive
with either a cell phone or a laptop, those items shall remain the property the Company and shall be returned upon termination
of this Agreement.


 






    	 	2	Initials: ______ / ______



     

    

 


(i) Business Expenses.
Executive will be issued a Company expense card for payment of business expenses in furtherance of Executive’s responsibilities
and obligations under this Agreement. Executive shall deliver to the Company (no less than monthly or immediately upon request
by the Company) proper documentation for all such expenses and charges for all travel, hotel and business expenses when incurred
on Company business during the term of this Agreement.


 


(j) Perquisites.
Executive shall be entitled to such perquisites as are provided by the Company to senior executives generally from time to time
during the term hereof.


 


(k) Liability Insurance.
Executive will at all relevant times be covered under any contract of directors and officers liability insurance that covers officers
of the Company.


 


(l) ESOP Stock
Plan. Executive shall be granted 250,000 shares from the Company’s Employee Stock Option Plan (ESOP), over a five (5)
year period, upon satisfactory completion of the Probationary Period and in accordance with the vesting schedule outlined below:


 





	 	Vesting Date	 	# of Shares	 	Performance Measures Met
	 	 	 	 	 	 
	 	05/01/16	 	50,000	 	TBD by CEO & Executive
	 	 	 	 	 	 
	 	05/01/17	 	50,000	 	TBD by CEO & Executive
	 	 	 	 	 	 
	 	05/01/18	 	50,000	 	TBD by CEO & Executive
	 	 	 	 	 	 
	 	05/01/19	 	50,000	 	TBD by CEO & Executive
	 	 	 	 	 	 
	 	05/01/20	 	50,000	 	TBD by CEO & Executive







 


As a prerequisite to the
vesting of ESOP shares, on each Vesting Date, Executive must be employed and serving as the Company’s COO, this Agreement
must be in full force and effect and no default shall exist hereunder.


  


Upon a Change in Control
and provided that the Agreement is in full force and effect, all un-vested ESOP shares shall vest immediately. For purposes hereof,
“Change in Control” means the sale of all or substantially all of the capital stock (other than the sale of capital
stock to one or more venture capitalists or other institutional investors pursuant to an equity financing, including a debt financing
that is convertible into equity, of the Company approved by a majority of the Board of Directors), assets or business of the Company,
by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the individuals
and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or
indirectly, more than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting,
surviving or acquiring corporation in such transaction).


 


5.     Executive Stock
Awards Plan. During the term of this Agreement, Executive shall participate in any executive stock award plan the Company’s
Board of Directors may adopt.


 


6.     Payment in the
Event of Death or Disability.


 


(a) In the event of Executive’s
death or Disability during the term of this Agreement, for a period equal to the lesser of (i) three (03) months following
the date of such death or Disability or (ii) the balance of the term that would have remained hereunder at such date had Executive’s
death or disability not occurred, the Company shall continue to pay to Executive (or her estate) Executive’s then effective
per annum rate of salary, as determined under Paragraph 4(a), and provide to Executive (or to her family members covered under
her family medical coverage) the same family medical coverage as provided to Executive on the date of such death or Disability.


 






    	 	3	Initials: ______ / ______



     

    

 


(b) Except as otherwise
provided in Paragraph 6(a), in the event of Executive’s death or Disability Executive’s employment hereunder shall
terminate and Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except
as to any unpaid salary, bonus, or benefits accrued, earned and/or fully vested up to and including the date of such death or Disability.


 


(c) For purposes of this
Agreement, Executive’s Disability shall be deemed to have occurred after one hundred fifty (150) days in the aggregate
during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred fifty
(150) or ninety (90) days, as the case may be, Executive, by reason of her physical or mental disability or illness,
shall have been unable to discharge her duties hereunder. The date of Disability shall be such one hundred fiftieth (150th) or
ninetieth (90th) day, as the case may be. If the Company or Executive, after receipt of notice of Executive’s Disability
from the other, dispute that Executive’s Disability shall have occurred, Executive shall promptly submit to a physical examination
by the chief of medicine of any major accredited hospital selected by the Company and, unless such physician shall issue his written
statement to the effect that in his or her opinion, based on his or her diagnosis, Executive is capable of resuming her employment
and devoting her full time and energy to discharging her duties within thirty (30) days after the date of such statement,
such Disability shall be deemed to have occurred.


 


(d) The payments to be made
by the Company to Executive hereunder shall be offset and reduced by the amount of any insurance proceeds (on a tax-effected basis)
paid to Executive (or her estate) from insurance policies obtained by the Company other than insurance policies provided under
Company-wide employee benefit and welfare plans.


 


7.     Termination.


 


(a) The employment of Executive
under this Agreement:


 


(i)     shall be terminated
automatically upon the death or Disability of Executive;


 


(ii)    may be terminated
for Cause at any time by the Company, with any such termination not being in limitation of any other right or remedy the Company
may have under this Agreement or otherwise;


 


(iii)    may be terminated
at any time by the Company without Cause with thirty (30) days’ advance notice to Executive;


 


(iv)    may be terminated
(a) at any time by Executive with thirty (30) days’ advance notice to the Company; (b) at any time during the Probationary
Period, by the Company and (c) shall be terminated automatically if Executive does not accept assumption of this Agreement by,
or an offer of employment from, a purchaser of all or substantially all of the assets of the Company; or


 


(v)    may be terminated
at any time by Executive if the Company materially breaches this Agreement and fails to cure such breach within thirty (30) days
of written notice of such breach from Executive, provided that Executive has given notice of such breach within ninety (90) days
after she has knowledge thereof and the Company did not have Cause to terminate Executive at the time such breach occurred.


 






    	 	4	Initials: ______ / ______



     

    

 


(b) Upon any termination
hereunder, Executive shall be deemed automatically to have resigned from all offices and any directorship held by her in the Company,
unless the Company informs Executive otherwise.


 


(c) Executive’s employment
with the Company for all purposes shall be deemed to have terminated as of the effective date of such termination hereunder (the
“Date of Termination”), irrespective of whether the Company has a continuing obligation under this Agreement to make
payments or provide benefits to Executive after such date.


 


8.     Certain Termination
Payments.


 


(a) If Executive’s
employment with the Company is terminated by the Company without Cause or by Executive pursuant to Paragraph 7(a)(v), in either
case other than within two years after a Change in Control, the Company shall (i) continue to pay to Executive the per annum
rate of salary then in effect under Paragraph 4(a) for the duration of the initial five year term or any renewal term, and
provide her and her family with the benefits described in Paragraph 4 then in effect (unless the terms of the applicable plans
expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment
limited to Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar
substitute benefits except for any pension or 401(k) Plan benefit) for the remaining un-renewed Term of the Agreement. In addition,
all accrued but un-vested future Company stock grants issuable to the Executive pursuant to this Agreement shall become vested.


 


(b) If Executive’s
employment is terminated by the Company with Cause or is terminated pursuant to Paragraph 7(a)(iv), Executive shall be entitled
to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and
benefits accrued and earned by her under Paragraph 4 up to and including the Date of Termination.


 


9.     Definitions.


 


(a) “Beneficial Owner”
shall have the meaning provided in Rule 13d-3 promulgated under the Exchange Act.


 


(b) “Cause”
means:


 


(i)     Executive’s
conviction of, or plea of “no contest” to, a felony;


 


(ii)     Executive’s
willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company;
or


 


(iii)    Executive’s
material breach of any provision of this Agreement, which breach has not been cured in all material respects within twenty (20)
days after the Company gives notice thereof to Executive.


 


(c) “Change in Control”
means the sale of all or substantially all of the capital stock (other than the sale of capital stock to one or more venture capitalists
or other institutional investors pursuant to an equity financing, including a debt financing that is convertible into equity, of
the Company approved by a majority of the Board of Directors), assets or business of the Company, by merger, consolidation, sale
of assets or otherwise (other than a transaction in which all or substantially all of the individuals and entities who were beneficial
owners of the Common Stock immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the
outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation
in such transaction).


 






    	 	5	Initials: ______ / ______



     

    

 


(d) “Person”
shall have the meaning provided in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d) and 14(d) thereof, and shall include a “group” (as defined in Section 13(d)
of the Exchange Act).


 


10.    Certain Covenants


 


(a) Noncompete and Nonsolicitation.
Executive acknowledges the Company’s reliance on and expectation of Executive’s continued commitment to performance
of her duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term
hereof and for one (1) year after termination of Executive’s employment and this Agreement under Paragraph 7 hereof, Executive
shall not, directly do or suffer any of the following:


 


(i)     Subject to Paragraph
3 above, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise
affiliated or associated as a consultant, independent contractor or otherwise with, any corporation, partnership, proprietorship,
firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the
Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five
percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant.


 


(ii)     Solicit the employment
of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of,
any employee, consultant or agent of the Company; or


 


(iii)    Induce any person
who is a customer of the Company to terminate said relationship.


 


(b) Nondisclosure; Return
of Materials. During the term of her employment by the Company and following termination of such employment, Executive will not
disclose (except as required by her duties to the Company), any concept, design, process, technology, trade secret, customer list,
plan, embodiment or invention, any other intellectual property (“Intellectual Property”) or any other confidential
information, whether patentable or not, of Company of which Executive becomes informed or aware during her employment, whether
or not developed by Executive. In the event of the termination of her employment with the Company or the expiration of this Agreement,
Executive will return to the Company all documents, data and other materials of whatever nature, including, without limitation,
drawings, specifications, research, reports, embodiments, software and manuals that pertain to her employment with the Company
or to any Intellectual Property and shall not retain or cause or allow any third party to retain photocopies or other reproductions
of the foregoing.


 


(c) Executive expressly
agrees and understands that the remedy at law for any breach by her of this Paragraph 10 may be inadequate and that the damages
flowing from such breach are not easily measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of
Executive’s violation of any provision of this Paragraph 10, the Company shall be entitled to immediate injunctive relief
and may obtain a temporary order restraining any threatened or further breach and may withhold any amounts owed to Executive pursuant
to this Agreement. Nothing in this Paragraph 10 shall be deemed to limit the Company’s remedies at law or in equity
for any breach by Executive of any of the provisions of this Paragraph 10 that may be pursued by the Company.


 






    	 	6	Initials: ______ / ______



     

    

 


(d) If Executive shall violate
any legally enforceable provision of this Paragraph 10 as to which there is a specific time period during which she is prohibited
from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation
shall toll the running of such time period from the date of such violation until such violation shall cease.


 


(e) Executive has carefully
considered the nature and extent of the restrictions upon her and the rights and remedies conferred upon the Company under this
Paragraph 10, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate
competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would
not operate as a bar to Executive’s sole means of support, are fully required to protect the legitimate interests of the
Company and do not confer a benefit upon the Company disproportionate to the detriment to Executive.


 


(f) Notwithstanding anything
contained herein to the contrary, nothing in this Agreement shall prohibit the Executive from making any disclosure of violations
of federal law or regulation to the Department of Justice, SEC, or other relevant government agency or entity.


 


11.    Withholding Taxes.
All payments to Executive hereunder shall be subject to withholding on account of federal, state and local taxes as required by
law.


 


12.    No Conflicting
Agreements. Executive represents and warrants that she is not a party to any agreement, contract or understanding, whether
an employment contract or otherwise, that would restrict or prohibit her from undertaking or performing employment in accordance
with the terms and conditions of this Agreement.


 


13.    Severable Provisions.
The provisions of this Agreement are severable and if any one or more of its provisions is determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable
in any jurisdiction nevertheless shall be binding and enforceable.


 


14.    Binding Agreement.
The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding on, the Company
and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under
this Agreement shall inure to the benefit of, and shall be binding upon, Executive and her heirs, personal and legal representatives,
executors, successors and administrators. The Company may assign this Agreement to a purchaser (or an affiliate of a purchaser)
of all or substantially all the assets of the Company. As used in this Agreement, the “Company” shall mean the Company
as hereinbefore defined and any successor or assign to its assets as aforesaid that becomes bound by all the terms and provisions
of this Agreement. If the Executive should die while any amounts are still payable to her, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


 


15.    Notices. Notices
and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by certified mail,
postage prepaid, addressed to the intended recipient at the address set forth at the end of this Agreement, or at such other address
as such intended recipient hereafter may have designated most recently to the other party hereto with specific reference to this
Paragraph 15.


 






    	 	7	Initials: ______ / ______



     

    

 


16.    Consent to Jurisdiction.
Executive and the Company each irrevocably: (i) submits to the exclusive jurisdiction of the Arizona courts and the United
States district court(s) in Arizona for the purpose of any proceedings arising out of this Agreement or any transaction contemplated
by this Agreement; (ii) agrees not to commence such proceeding except in these courts; (iii) agrees that service of any process,
summons, notice or document by U.S. registered mail to a party’s address as provided herein shall be effective service of
process for any such proceeding; and (iv) waives any objection to the laying of venue of any such proceeding in these courts.
The Executive understands and agrees that the Company is a Nevada based Company and that the Executive is required to perform her
duties in all jurisdictions that the Company may operate. The Company may allow the Executive to perform services in other locations,
including out of Executive’s home, on a case by case basis, but in no event will such accommodation alter or serve as a waiver
to this jurisdictional clause. This jurisdictional clause is a material provision to this contract and the Company would not enter
into this Agreement, but for Executive’s agreement and understanding to this provision.


 


17.    Waiver of Jury
Trial. Each party waives, to the fullest extent permitted by law, any right she or it may have to a trial by jury in respect
of any suit, action or proceeding arising out of this Agreement or any transaction contemplated by this Agreement. Each party certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would
not, in the event of litigation, seek to enforce this waiver; and acknowledges that he or it and the other party have been induced
to enter into this Agreement by, among other things, the mutual waivers and certifications in this Paragraph 17.


 


18.    Waiver. The
failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision
as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision of this Agreement.
The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such
party’s right to assert all other legal remedies available to it under the circumstances.


 


19.    Miscellaneous.
This Agreement supersedes all prior agreements and understandings between the parties. This Agreement may not be modified or terminated
orally. All obligations and liabilities of each party hereto in favor of the other party hereto relating to matters arising prior
to the date hereof have been fully satisfied, paid and discharge. No modification, termination or attempted waiver shall be valid
unless in writing and signed by the party against whom the same is sought to be enforced.


 


20.    Governing Law.
This Agreement shall be governed by and construed exclusively according to the laws of the State of Arizona.


 


21.    Captions and Paragraph Headings.
Captions and paragraph headings used herein are for convenience and are not a part of this Agreement and shall not be used in construing
it.


 


22.    Enforcement Costs.
If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees, court costs and all expenses even if not taxable as court costs (including,
without limitation, all such fees, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings),
incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.


 






    	 	8	Initials: ______ / ______



     

    

 


23.    Rejection
of Benefits. If Executive chooses not to accept any benefits offered by the Company herein, the Company shall not reimburse
the Executive for any such benefit nor provide a cash equivalent in lieu of providing such benefit.


 


   IN WITNESS WHEREOF, the
parties have executed this Agreement on the day and year first set forth above


 


“Company”


 


Zoned Properties, Inc.


 


	By:	/s/ Bryan McLaren	 



 


	Name: Bryan McLaren	 	 
	Title: CEO / President	 	 
	Date: 5-1-15	 	 


 


“Executive”


 


	By:	/s/ Patricia Haugland	 



 


	Name: Patricia Haugland	 	 
	Title: COO	 	 
	Date: May 1, 2015	 	 




 


 


 


	 	9	Initials: ______ / ______