Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


 


EMPLOYMENT
AGREEMENT, dated as of January 3, 2023 (the “Effective Date”) by and between NETCAPITAL INC., a Utah corporation (the
“Company”), and MARTIN KAY, an individual having an address at 26 Kingston Rd. Newton, MA 02461. (the “Employee”).


 


W
I T N E S S E T H :


 


WHEREAS,
the Company desires to employ the Employee as Chief Executive Officer of the Company and wishes to acquire and be assured of Employee’s
services on the terms and conditions hereinafter set forth; and


 


WHEREAS,
the Employee desires to be employed by the Company and to perform and to serve the Company on the terms and conditions hereinafter set
forth;


 


NOW,
THEREFORE, in consideration of the mutual terms, covenants, agreements and conditions hereinafter set forth, the Company and the
Employee hereby agree as follows:


 


		1.	Employment.
                                            (a) The Company hereby employs the Employee to serve as a



full-time
employee of the Company, and the Employee hereby accepts such employment with the Company, for the period set forth in Section 2 hereof.
The Employee’s principal place of employment shall be at the offices at 1 Lincoln Street, Boston MA, 02111, or such other location
as determined by the Company, provided however, that the Employee’s principal place of employment shall not be relocated
more than 25 miles from its current location without the prior written consent of the Employee.


 


(b)       The
Employee affirms and represents that (i) the Employee is under no obligation to any former employer or other party that is in any way
inconsistent with, or that imposes any restriction upon, the Employee’s acceptance of employment hereunder with the Company, the
employment of the Employee by the Company, or the Employee’s undertakings under this Agreement and (ii) his performance of all
the terms of this Agreement and his employment by the Company does not and will not breach any agreement to keep in confidence proprietary
information acquired by him in confidence or in trust prior to his employment by the Company.


 


2.                 
Term. Unless earlier terminated as provided in this Agreement, the term of the Employee’s employment under this Agreement
shall be for a three year period beginning on the Effective Date and ending on the three year anniversary of the Effective Date (the
“Employment Term”).


 


		3.	Duties.



 







    	 



    	 



    

(a)              
 The Employee shall be employed as Chief Executive Officer and shall perform such employment duties as are usual and customary for such
position. The Employee shall report to the Board of Directors of the Company. The Employee shall faithfully and competently perform such
duties at such times and places and in such manner as the Company may from time to time reasonably direct or such other duties appropriate
to a senior executive managerial position as the Board of Directors of the Company shall from time to time determine.


 


(b)              
The Employee shall use his best efforts, judgment and energy to improve and advance the business and interests of the Company and its
Affiliates in a manner consistent with the duties of Employee’s position.


 


		4.	Salary
                                            and Bonus.



 


(a)              
Base Salary. In consideration for the services of the Employee rendered hereunder, the Company shall pay the Employee a base salary
(the “Base Salary”) at an annual rate of $300,000 during the Employment Term. Base salary will be paid bi-monthly
(i.e. $11,538.47 every two weeks). Additionally, the employee shall be granted an option to purchase 100,000 fully vested shares of Netcapital
(NCPL) pursuant to the employee stock plan on the Effective Date. On the Effective Date, the employee shall also be granted the option
to purchase one million shares of Netcapital (NCPL), pursuant to the employee stock plan and option grant agreement, vesting monthly
over four years.


 


(b)               
Bonus.Employee shall be eligible for periodic bonuses throughout the year, or for additional salary in excess of the Base
Salary, in each case, as may be granted by the Board of Directors or its Compensation Committee. He shall also be eligible to receive
..005 times of gross revenue paid in cash annually so long as the Company reports positive earnings after the bonus is paid.


 


 


(c)              
Withholding, Etc. The payment of any salary or bonus hereunder shall be subject to income tax, social security and other applicable
withholdings, as well as such deductions as may be required under the Company’s employee benefit plans.


 


		5.	Benefits.
                                            (a) During the Employment Term, the Employee shall be:



 


(i)          
eligible to participate in all employee fringe benefits and any pension and/or profit sharing plans that may be provided by the Company
for its key executive employees in accordance with the provisions of any such plans, as the same may be in effect on and after the date
hereof;


 


(ii)         
eligible to participate in any medical and health plans or other employee welfare benefit plans that may be provided by the Company
for its
key executive employees in accordance with the provisions of any such plans, as the same may be in effect on and after the date hereof;







    	 



    	 



    

(iii)       
 entitled to sick leave, sick pay and disability benefits in accordance with any Company policy that may be applicable on and after the
date hereof to key executive employees; and


 


(iv)        
entitled to reimbursement for all reasonable and necessary out-of-pocket business expenses incurred by the Employee in the performance
of the Employee’s duties hereunder in accordance with the Company’s policies applicable (on and after the date hereof) thereto.


 


(b)       Employee
shall cooperate with the Company in the event the Company wishes to obtain key-man insurance on the Employee. Such cooperation shall
include, but not be limited to taking any physical examinations that may be requested by the insurance company.


 


6.                 
Inventions and Confidential Information. The Employee hereby covenants, agrees and acknowledges as follows:


 


(a)              
The Company is engaged in a continuous program of research, design, development, production, marketing and servicing with respect to
its businesses.


 


(b)              
The Employee’s employment hereunder creates a relationship of confidence and trust between the Employee and the Company with respect
to certain information pertaining to the business of the Company and its Affiliates (as hereinafter defined) or pertaining to the business
of any client or customer of the Company or its Affiliates which may be made known to the Employee by the Company or any of its Affiliates
or by any client or customer of the Company or any of its Affiliates or learned by the Employee during the period of Employee’s
employment by the Company.


 


(c)              
The Company possesses and will continue to possess information that has been created, discovered or developed by, or otherwise become
known to it (including, without limitation, information created, discovered or developed by, or made known to, the Employee during the
period of Employee’s employment or arising out of Employee’s employment) or in which property rights have been or may be
assigned or otherwise conveyed to the Company, which information has commercial value in the business in which the Company is engaged
and is treated by the Company as confidential.


 


(d)              
Any and all inventions, products, discoveries, improvements, processes, manufacturing, marketing and services methods or techniques,
formulae, designs, styles, specifications, data bases, computer programs (whether in source code or object code),


know-how,
strategies and data, whether or not patentable or registrable under copyright or similar statutes, made, developed or created by the
Employee (whether at the request or suggestion of the Company, any of its Affiliates, or otherwise, whether alone or in conjunction with
others, and whether during regular hours of work or otherwise) during the period of Employee’s
employment by the Company which may pertain to the business, products, or processes
of the Company or any of its Affiliates (collectively hereinafter referred to as “Inventions”), will be promptly and
fully disclosed by the Employee to an appropriate executive officer of the Company (other than the Employee) without any additional compensation
therefor, all papers, drawings, models, data, documents and other material pertaining to or in any way relating to any Inventions made,
developed or created by Employee as aforesaid. For the purposes of this Agreement, the term “Affiliate” or “Affiliates”
shall mean any person, corporation or other entity directly or indirectly controlling or controlled by or under direct or indirect common
control with the Company. For the purposes of this definition, “control” when used with respect to any person, corporation
or other entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.







    	 



    	 



    




 


(e)              
The Employee will keep confidential and will hold for the Company’s sole benefit any Invention which is to be the exclusive property
of the Company under this Section 6 for which no patent, copyright, trademark or other right or protection is issued.


 


(f)               
The Employee also agrees that the Employee will not without the prior written consent of the Board of Directors of the Company (i) use
for Employee’s benefit or disclose at any time during Employee’s employment by the Company, or thereafter, except to the
extent required by the performance by the Employee of the Employee’s duties as an employee of the Company, any information obtained
or developed by Employee while in the employ of the Company with respect to any Inventions or with respect to any customers, clients,
suppliers, products, employees, financial affairs, or methods of design, distribution, marketing, service, procurement or manufacture
of the Company or any of its Affiliates, or any confidential matter, except information which at the time is generally known to the public
other than as a result of disclosure by the Employee not permitted hereunder, or (ii) take with the Employee upon leaving the employ
of the Company any document or paper relating to any of the foregoing or any physical property of the Company or any of its Affiliates.


 


(g)              
The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 6 would
be inadequate and, therefore, agrees that the Company and its Affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in case of any such breach or threatened breach; provided, however, that nothing contained
herein shall be construed as prohibiting the Company or any of its Affiliates from pursuing any other rights and remedies available for
any such breach or threatened breach.


 


(h)              
The Employee agrees that upon termination of Employee’s employment by the Company for any reason, the Employee shall immediately
return to the Company all documents, records and other property in Employee’s possession belonging to the Company or any of its
Affiliates.




    	 



    	 



    

(i)                
 Without limiting the generality of Section 9 hereof, the Employee hereby expressly agrees that the foregoing provisions of this Section
6 shall be binding upon the Employee’s heirs, successors and legal representatives.


 


7.                 
Termination. (a) The Employee’s employment hereunder shall be terminated upon the occurrence of any of the following:


 


		(i)	death
                                            of the Employee;



 


(ii)             
termination of the Employee’s employment hereunder by the Employee at any time for any reason whatsoever (including, without limitation,
resignation or retirement) other than for “good reason” as contemplated by clause (v)(B) below;


 


(iii)           
termination of the Employee’s employment hereunder by the Company because of the Employee’s inability to perform Employee’s
duties on account of disability or incapacity for a period of ninety (90) or more days, whether or not consecutive, occurring within
any period of twelve (12) consecutive months;


 


(iv)            
termination of the Employee’s employment hereunder by the Company at any time for “cause” (as hereinafter defined),
such termination to take effect immediately upon written notice from the Company to the Employee; and


 


(v)            
termination of the Employee’s employment hereunder (A) by the Company at any time, other than termination by reason of disability
or incapacity as contemplated by clause (iii) above or termination by the Company for “cause” as contemplated by clause (iv)
above and (B) by the Employee for “good reason” (as hereinafter defined).


 


The
following actions, failures or events shall constitute “cause” for termination within the meaning of clause (iv) above: (i)
the Employee’s conviction of, admission of guilt to or plea of nolo contendere or similar plea (which, through lapse of
time or otherwise, is not subject to appeal) with respect to any crime or offense that constitutes a felony in the jurisdiction involved;
(2) acts of dishonesty or moral turpitude which are materially detrimental to the Company and/or its Affiliates; (3) failure by the Employee
to obey the reasonable and lawful orders of the Board of Directors of the Company following written notice of such failure from the Board
of Directors of the Company; (4) any act by the Employee in violation of Section 8 hereof, any statement or disclosure by the Employee
in violation of Section 6 hereof, or any material breach by the Employee of a representation or warranty contained in Section 1(b) hereof;
(5) following written notice from the Board of Directors of the Company of prior similar actions
by Employee, excessive absenteeism (other than by reason of disability); (6) following written
notice from the Board or Directors of the Company of prior similar actions by Employee, excessive alcoholism or excessive usage of drugs
not prescribed by a qualified physician or (7) gross negligence by the Employee in the performance of, or willful disregard by the Employee
of, the Employee’s obligations hereunder.







    	 



    	 



    




 


The
following actions, failures or events shall constitute “good reason” within the meaning of clause (V)(B) above: a material
breach by the Company of its obligations under this Agreement or a Change of Control. For purposes of this Agreement, “Change of
Control” means


(i)
a transaction or series of related transactions in which any “person” or “group” (within the meaning of Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities
of the Company having the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization,
merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting
securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after
such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting
securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially
all of the assets of the Company.


 


 


(a)              
No interest shall accrue on or be paid with respect to any portion of any payments hereunder.


 


8.           
Non-Competition. (a) The term “Non-Compete Term” shall mean the period during which Employee is employed hereunder
and the six-month period following the termination of Employee’s employment for any or no reason whatsoever, with or without cause.


 


During
the Non-Compete Term:


 


(i)                
the Employee will not make any statement or perform any act intended to advance an interest of any existing or prospective competitor
of the Company or any of its Affiliates in any way that will or may injure an interest of the Company or any of its Affiliates in its
relationship and dealings with existing or potential customers or clients, or solicit or encourage any other employee of the Company
or any of its Affiliates to do any act that is disloyal to the Company or any of its Affiliates or inconsistent with the interest of
the Company or any of its Affiliate’s interests or in violation of any provision of this Agreement;


 


(ii)             
the Employee will not discuss with any existing or potential customers or clients of the Company or any of its Affiliates the present
or future availability of services or products of a business, if the Employee has or expects to
acquire a proprietary interest in such business or is or expects to be an employee, officer or director of such business, where such
services or products are competitive with services or products which the Company or any of its Affiliates provides;


 







    	 



    	 



    




(iii)           
the Employee will not make any statement or do any act intended to cause any existing or potential customers or clients of the Company
or any of its Affiliates to make use of the services or purchase the products of any competitive business in which the Employee has or
expects to acquire a proprietary interest or in which the Employee is or expects to be made an employee, officer or director, if such
services or products in any way compete with the services or products sold or provided or expected to be sold or provided by the Company
or any of its Affiliates to any existing or potential customer or client; and


 


(iv)            
the Employee will not directly or indirectly (as a director, officer, employee, manager, consultant, independent contractor, advisor
or otherwise) engage in competition with, or own any interest in, perform any services for, participate in or be connected with (i) any
business or organization which engages in competition with the Company or any of its Affiliates in the Restricted Territory, or (ii)
any business or organization which engages in competition with the Company or any of its Affiliates in the Restricted Territory, during
the period of the Employee’s employment by the Company, carried on by the Company or any of its Affiliates, if such business is
then being carried on by the Company or any of its Affiliates in the Restricted Territory; provided, however, that the
provisions of this Section 8(a) shall not be deemed to prohibit the Employee’s ownership of not more than one percent (1%) of the
total shares of all classes of stock outstanding of any publicly held company.


 


(b)              
For purposes of this Agreement, the term “Restricted Territory” means the entire world, it being understood that the Company’s
business is worldwide in scope. In the event that the preceding definition of Restricted Territory is deemed by a court of competent
jurisdiction to be too broad to be enforceable under the circumstances, “Restricted Territory” shall mean: (A) each state,
province, or similar political subdivision in which the Company is engaged in its business with respect to which Employee provided material
services on behalf of the Company at the time of, or during the twelve (12) month period prior to the termination of Employee’s
employment; and (B) each county, township, city or similar political subdivision in which the Company engaged in its business with respect
to which Employee provided material services on behalf of the Company at the time of, or during the twelve (12) month period prior to
the termination of Employee’s employment.


 




    	 



    	 



    

(c)              
 During the Non-Compete Term, the Employee will not directly or indirectly hire, engage, send any work to, place orders with, or in any
manner be associated with any supplier, contractor, subcontractor or other person or firm which rendered manufacturing or other services,
or sold any products, to the Company or any of its Affiliates if such action by Employee would have a material adverse effect on the
business, assets or financial condition of the Company or any of its Affiliates.


 


(d)              
In connection with the foregoing provisions of this Section 8, the Employee represents that Employee’s experience, capabilities
and circumstances are such that such provisions will not prevent Employee from earning a livelihood. The Employee further agrees that
the limitations set forth in this Section 8 (including, without limitation, any time or territorial
limitations) are reasonable and properly required for the adequate protection of the businesses of the Company and its Affiliates. It
is understood and agreed that the covenants made by the Employee in this Section 8 (and in Section 6 hereof) shall survive the expiration
or termination of this Agreement.





 


(e)              
For purposes of this Section 8, proprietary interest in a business is ownership, whether through direct or indirect stock holdings or
otherwise, of one percent (1%) or more of such business. The Employee shall be deemed to expect to acquire a proprietary interest in
a business or to be made an officer or director of such business if such possibility has been discussed with any officer, director, employee,
agent, or promoter of such business.


 


(f)               
The Employee acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of this Section 8 would
be inadequate and, therefore, agrees that the Company and any of its Affiliates shall be entitled to injunctive relief in addition to
any other available rights and remedies in cases of any such breach or threatened breach; provided, however, that nothing
contained herein shall be construed as prohibiting the Company or any of its Affiliates from pursuing any other rights and remedies available
for any such breach or threatened breach.


 


(g)              
Employee acknowledges that Employee has the right to consult with counsel, and has been given the opportunity to do so, before signing
this Agreement. Employee has been given at least ten (10) business days to consider this Agreement before signing this Agreement. 


 


9.                 
Non-Assignability. (a) Neither this Agreement nor any right or interest hereunder shall be assignable by the Employee, Employee’s
beneficiaries, or legal representatives without the Company’s prior written consent; provided, however, that nothing
in this Section 9(a) shall preclude the Employee from designating a beneficiary to receive any benefit payable hereunder upon Employee’s
death or incapacity.


 


(b)       Except
as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation or to exclusion, attachment, levy or similar process or assignment by operation
of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.


 


10.             
Binding Effect. Without limiting or diminishing the effect of Section 9 hereof, this Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, successors, legal representatives and assigns.


 


11.             
Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and either delivered
in person or sent by first class certified or registered
mail, postage prepaid, if to the Company, at the Company’s principal place of business, and if to the Employee, at Employee’s
home address, or, in the case of either party, to such other address or addresses as such party shall have designated in writing to the
other party hereto.







    	 



    	 



    

12.             
 Severability. The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision
of Section 6 or 8 hereof is void or constitutes an unreasonable restriction against the Employee, such provision shall not be rendered
void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 8 is held by a court of competent jurisdiction to be invalid, illegible
or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed
from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and
provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed
dependent upon any other covenant or provision.


 


13.             
Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times
be deemed a waiver or relinquishment of such right or power at any other time or times.


 


14.             
Entire Agreement; Modifications. This Agreement constitutes the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements, oral and written, between the parties hereto with respect to
the subject matter hereof. This Agreement may be modified or amended only by an instrument in writing signed by both parties hereto.


 


15.             
Relevant Law. This Agreement shall be construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts
without regard to the conflicts of law principles thereof.


16.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


17.             
Survival. The termination of Employee’s employment hereunder shall not affect the enforceability of Sections 6 or 8.


 


18.             
Further Assurances. The parties agree to execute and deliver all such further instruments and take such other and further action
as may be reasonably necessary or appropriate to carry out the provisions of this Agreement.


 


19.             
Headings. The Section headings appearing in this Agreement are for purposes of easy reference and shall not be considered a part
of this Agreement or in any way modify, amend or affect its provisions.




    	 



    	 



    

IN
WITNESS WHEREOF, the Company and the Employee have duly executed and delivered this Agreement as of the day and year first above
written.


 


NETCAPITAL
INC.


 


 


		By:	/s/
                                            Cecilia Lenk Name: Cecilia Lenk



Title:
CEO


 


 


By:/s/
Martin Kayarney


Name:
Martin Kay