Employment Agreement with Sam Reiber



 EXHIBIT 10.2 
 EMPLOYMENT AGREEMENT 
 EMPLOYMENT AGREEMENT made as of this 16th day of February, 2009, by and between
UTEK CORPORATION, a Delaware corporation, having an office at 2109 East Palm Ave., Tampa, Florida 33605 (hereinafter referred to as “UTEK”), and Sam Reiber (hereinafter referred to as “Employee”). 
 WHEREAS, UTEK desires to employ Employee in the position as General Counsel and Vice President; and 
 WHEREAS, Employee is willing to be employed in said position in the manner provided for herein, and to perform the duties of UTEK upon the terms
and conditions herein set forth; 
 NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is
agreed as follows; 
 1. Employment of Employee. UTEK hereby employs Employee as General Counsel and Vice President. 

2. Term. The term of this Agreement shall commence effective January 1st, 2009 (the “Commencement Date”) and
expire one year from such date, unless sooner terminated or renewed as provided hereunder. During the term hereof, Employee shall devote substantially all of his business time and efforts to UTEK and its subsidiaries and affiliates. 
 3. Duties. The Employee shall perform those functions generally performed by persons of such title and position, shall perform any and all
related duties, and shall be available to confer and consult with and advise the officers and directors of UTEK at such times that may be required by UTEK. 
 4. Compensation. Employee shall be paid as follows: 
 a. A salary of One Hundred Fifty Thousand
Dollars ($150,000.00) per year, payable in bi-monthly installments; and 
 b. In addition the Employee may participate in any benefit plans
provided by UTEK. 
 c. UTEK shall include Employee in its health insurance program available to its employees and shall pay 100% of the
premiums for such program. Employee shall be entitled to three weeks of paid vacation each year of employment. 
  

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 d. Employee shall be granted 50,000 stock options; the strike price is to be set at the closing market
price at the close of business on the first day of the open trading window following the Commencement Date of this Agreement, according to the terms of UTEK’s employee stock option program. 
 e. In the event of termination by Utek during the term of the employment agreement, other than for Cause, Employee shall be entitled to a one time lump
sum payment equal to the salary that would have earned during the number of days remaining during the term of employment as defined in 2.0 above. 
 5. Confidential Information 
 a. The Employee has acquired and will acquire information and knowledge respecting the
intimate and confidential affairs of UTEK (for this purpose including all subsidiaries and affiliates, including without limitation confidential information with respect to UTEK’s customer lists, technologies, business methodology, business
techniques, promotional materials and information, and other similar matters treated by the as confidential (the Confidential Information). Accordingly, the Employee covenants and agrees that during his employment by UTEK (whether during the Term
hereof or otherwise) and thereafter, the Employee shall not, without the prior written consent of UTEK, disclose to any person, other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the
Employee of the Employee’s duties hereunder, any Confidential Information obtained by the Employee while in the employ of UTEK. 
 b. The
Employee agrees that all memoranda, notes, records, data base information, papers or other documents and all copies thereof relating to UTEK’s operations or business, some of which may be prepared by the Employee, and all objects associated
therewith in any way limited by the Employee shall be UTEK’s property. This shall include, but is not limited to, documents and objects concerning any customer contracts, manuals, mailing lists, advertising materials, and all of their materials
and records of any kind that may be in the Employee’s possession or under the Employee’s control. The Employee shall not, except for UTEK’s use, copy or duplicate any of the aforementioned documents or objects (except for the purpose
of performing Employee’s duties) nor remove them from UTEK’s facilities, nor use any information concerning them except for the covenants and agrees that the Employee will deliver to UTEK upon termination of the Employee’s employment,
or any other time at UTEK’s request. 
 c. The Employee shall deliver to UTEK or its designee at the termination of his employment all
data, correspondence, memoranda, notes, records, drawings, sketches, 

  

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plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by Employee, solely or jointly with
others, that are in Employee’s possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of UTEK or one its subsidies . In this regard, the Employee hereby
grants and conveys to UTEK all right, title, and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs, drawings or other
documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by the Employee or under his direction or that may come into his possession in any way during the term of his employment with e UTEK that relate in any manner
to the past, present or anticipated business of any member of UTEK or one its subsidies. 
 6. Covenant Not to Compete.

 a. The Employee covenants and agrees that during the Employee’s employment by UTEK (whether during the Term hereof or otherwise), and
thereafter for a period of one (1) year following the termination of the Employee’s employment with UTEK, the Employee will not: 
 (1) directly or indirectly engage in, continue in or carry on the business of any corporation, partnership, firm or other business organization which is now, becomes or may become a direct competitor of UTEK in its business (UTEK’s
Business), including owning or controlling any financial interest in, any corporation, partnership, firm or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business
substantially similar thereto; 
 (2) consult with, advise or assist in any way, whether or not for consideration, any corporation,
partnership, firm or other business organization which is now, becomes or may become a competitor of UTEK during the Employee’s employment with UTEK; 
 (3) engage in any practice the purpose of which is to evade the provisions of this Agreement or to commit any act which is detrimental to the successful continuation of, or which adversely affects, the business of
UTEK. 
 b. In the event of any breach of this covenant not to compete, the Employee recognizes that the remedies at law will be inadequate
and that in addition to any relief at law which may be available to UTEK for such violation or breach and regardless of any provisions contained in this Agreement, UTEK shall be entitled to equitable remedies (including an injunction) and such other
relief as a court may grant 

  

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after considering the intent of this Section 7. In any action or proceeding by UTEK to obtain a temporary restraining order and/or preliminary
injunction to enforce the covenant, the Employee hereby agrees that UTEK shall not be required to put an injunction bond in excess of One Thousand Dollars ($1,000.00) in order to obtain the temporary restraining order and/or preliminary injunction.
It is further acknowledged and agreed that the existence of any claim or cause of action on the part of the Employee against UTEK, whether arising from this Agreement or otherwise, shall in no way constitute a defense to the enforcement of this
covenant not to compete, and the duration of this covenant not to compete shall be extended in an amount which equals the time period during which the Employee is or has been in violation of this covenant not to compete. 
 d. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration,
geographic scope, prohibited activities or otherwise, the parties agree that this covenant shall be reduced or curtained to the extent necessary to render it enforceable. 
 e. For the purposes of this Section 6, UTEK shall be deemed to include UTEK, as well as its subsidiaries and affiliates. 
 f. The parties hereto expressly acknowledge and agree that any provision of this Section 6 may be amended or waived by the mutual written agreement of both parties. 
 7. Termination. 
 a. UTEK shall
also have the right to terminate this Agreement immediately For Cause, which shall include, but not be limited to, fraud, and breach of fiduciary duty, conviction of a crime or like conduct. If the Employee is terminated for Cause or terminates his
employment, UTEK will not be required to make any further payments to Employee during the balance of this agreement. 
 b. Either party may
terminate this Agreement for any reason by giving the other party sixty (60) days written notice. If termination is not for Cause by the Employer, the Employee will entitled to compensation as provided in Paragraph 4 (e) above. 

8. Arbitration Any controversies between UTEK and Employee involving the construction or application of any of the terms, provisions or
conditions of this Agreement shall on the written request of either party served on the other and submitted to arbitration. Such arbitration shall comply with and be governed by the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding 

  

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arbitration first had notice of the existence of the claim to be arbitrated, or the right to arbitration along with such claim shall be considered to have
been waived. An arbitrator shall be selected according to the procedures of the American Arbitration Association. The cost of arbitration shall be born by the losing party or in such proportions as the arbitrator shall decide. The arbitrator shall
have no authority to add to, subtract from or otherwise modify the provisions of this Agreement, or to award punitive damages to either party. 
 9. Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled. 
 10. Entire Agreement: Survival.

 a. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein and supersedes,
effective as of the date hereof any prior agreement or understanding between UTEK and Employee with respect to Employee’s employment by UTEK. The unenforceability of any provision of this Agreement shall not affect the enforceability of any
other Provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and UTEK, or any waiver, change, discharge or modification as sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future rights. 
 b. The provisions of Sections 5, 6, 8, 9, 10, 12 and 14
shall survive the termination of this Agreement. 
 11. Assignment. This Agreement shall not be assigned to other parties.

 12. Governing Law. This Agreement and all the amendments hereof, and waivers and consents with respect thereto shall be
governed by the laws of the State of Florida, without regard to the conflicts of laws principles thereof and the parties agree that the jurisdiction shall be in Hillsborough County, Florida. 
 13. Notice. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have
been given when 
 a. delivered by hand; 
 b. sent be fax, (with receipt confirmed), provided that a copy Is mailed by registered or certified mail, return receipt requested; or 
  

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 c. received by the addressee as sent be express delivery service (receipt requested) in each case to the
appropriate addresses, and fax numbers as the party may designate to itself by notice to the other parties: 
  

	 	(i)	if to UTEK: 

 UTEK Corporation 
 2109 East Palm Ave 
 Tampa, Florida 33605

 Telephone: 813-754-4330 
  

	 	(ii)	If to the Employee: 

 Sam Reiber 
 2109 East Palm Ave 
 Tampa, Florida 33605

 Telephone: 813-754-4330 
 14. Severability. Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions
shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement
without including any such part, parts or portions which may, for any reason, be hereafter declared invalid. 
 IN WITNESS WHEREOF,
the undersigned have executed this agreement as of the day and year first above written. 
  

			
	UTEK CORPORATION
		
	By:	 	 /S/ Doug Schaedler

		 	Doug Schaedler
	Title:	 	President
	
	EMPLOYEE
		
	By:	 	 /S/ Sam Reiber

		 	Sam Reiber

  

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