Sphere 3D Corp. - Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

EMPLOYMENT AGREEMENT


  
    
      THIS AGREEMENT made as of the 15th day of
        August, 2019

    

  



B E T W E E N:


  
    
      SPHERE 3D CORP., a corporation existing pursuant to the
        laws of the Province of Ontario

      (herein called the "Corporation")

    

  



OF THE FIRST PART 

and 


  
    
      PETER TASSIOPOULOS, residing in the 

      (herein called the "Executive")

    

  



OF THE SECOND PART

            WHEREAS
the Executive entered into a consulting agreement dated March 4, 2013 with the
Corporation whereby, the Executive was entitled to receive, inter alia,
the following performance related payments: (i) a financing bonus in an
amount equal to 3% of the gross proceeds raised on any non-brokered financing
completed by the Corporation (excluding amounts subscribed for by directors,
officers or parties introduced by them which participate in the financing), and
(ii) a divestiture bonus in an amount ranging from 1% to 5% of the overall
transaction value from the sale of all or substantially all of the shares or the
assets of the Corporation; 

            AND
WHEREAS pursuant to the Share Purchase Agreement dated February 20, 2018
(the “Share Purchase Agreement”), as amended, by and among
the Company, Overland Storage, Inc., a wholly owned subsidiary of the Company
(“Overland”), and Silicon Valley Technology Partners, Inc., a corporation
established by Eric Kelly, the Company’s Chief Executive Officer, who currently
serves as the chief executive officer and chairman of the board of directors of
such corporation (the “Overland Transaction”), the Executive ceased to be
employed as President, and as a result of such change of control transaction,
the Executive was entitled to receive payment in the amount of US$400,000 from
the Corporation (the “Change of Control Payment”);

            AND
WHEREAS the Executive has served as the President of the Corporation prior
to the consummation of the Overland Transaction on November 13, 2018 and,
following the sale by the Corporation of its Overland business division has
served as the Chief Executive Officer of the Corporation;

            AND
WHEREAS the Corporation does not have sufficient financial resources to pay
the Change of Control Payment. Accordingly, the Executive is willing to waive
his entitlement to receive the Change of Control Payment and has agreed to
restructure such payment entitlement on the terms set forth in this Employment
Agreement; 




- 2 - 

            AND
WHEREAS the Corporation considers the continuance of a sound and vital
management to be essential to protecting and enhancing the best interest of the
Corporation and its shareholders and wishes to enter into an Employment
Agreement with the Executive (the "Employment Agreement") to ensure the
continued retainer of the services of the Executive and to reward the Executive
for his valuable, dedicated service to the Corporation. 

            IN
CONSIDERATION of the recitals and mutual covenants contained herein and for
other good and valuable consideration, the parties agree as follows:

1.       
ACKNOWLEDGEMENT

            The
Executive hereby acknowledges and agrees that payment of the Change of Control
Payment is hereby waived and the entitlement of the Executive to receive the
Change of Control Payment shall be in accordance with Section 9 hereof. 

2.       
AGREEMENT; TERM

            The
Corporation hereby employs the Executive for an indefinite term, subject to the
provisions hereunder, and the Executive hereby accepts employment with the
Corporation for the term of this Employment Agreement set forth in Section 2
below, in a position and with the duties, responsibilities and authority as the
Board of Directors of the Corporation may from time to time assign to him in
keeping with those duties, responsibilities and authority more particularly set
forth in Section 3 below, and upon all other terms and conditions in this
Employment Agreement set forth herein. 

3.       
POSITION, RESPONSIBILITY

            It
is intended that the Executive shall serve as the Chief Executive Officer of the
Corporation with responsibility to exercise such authority, perform such
executive duties and functions and discharge such responsibilities as are
reasonably associated with the Executive's position, commensurate with the
authority vested in the Executive pursuant to this Employment Agreement and
consistent with the governing documents of the Corporation.

            Throughout
the term of this Employment Agreement, the Executive shall devote an appropriate
amount of his time and attention to the business and affairs of the Corporation,
except for vacations and except for illness or incapacity, but, subject to
Section 9, and subject to the approval of the Board of Directors of the
Corporation, which will not be unreasonably withheld, nothing in this Employment
Agreement shall preclude the Executive from devoting reasonable periods required
for serving, as appropriate, on boards of directors of other corporations, from
engaging in charitable and public service activities, provided such activities
do not materially interfere with the performance of his duties and
responsibilities under this Employment Agreement and do not constitute a
conflict of interest with respect to his employment herein. 

4.       
COMPENSATION

            For
services rendered by the Executive during the term of this Employment Agreement,
the Executive shall be entitled to receive an annual base salary of
CAD$310,000.00. In addition, the Executive shall be eligible to receive bonuses
and to participate in the Corporation’s various stock and other retention
compensation plans (collectively, the “Stock Compensation Plans”) as
determined by the Board of Directors. The terms of any such options or other
rewards shall be in accordance with the provisions of the Corporation's Stock
Compensation Plans. 




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In addition, the Executive shall be entitled to a financing
bonus (the “M&A Fee”) equal to 3% of the total value of any
transaction relating to the purchase of all of the shares or all or
substantially all the assets of the Corporation that is completed during the
Executive’s tenure with the Corporation and for a period of 6 months following
his ceasing to be an Executive of the Corporation in the event that he has been
terminated under Section 9 (a), (b), (d) or (e) below. The M&A Fee shall be
calculated based on the total value, including cash, equity and any assumed
debt, of any merger or acquisition completed by the corporation. The Corporation
shall pay the M&A Fee in a combination of equity and cash on the same
pro-forma ratio as the consideration paid in the M&A transaction, should one
occur.

5.       
PERQUISITES AND BUSINESS EXPENSES

            The
Executive will be reimbursed for all reasonable expenses incurred by him in
connection with the conduct of the Corporation's business upon presentation of
sufficient evidence that such expenditures are authorized expenditures pursuant
to policies adopted by the Board of Directors of the Corporation from time to
time. 

6.       
BENEFIT PROGRAMS

            The
Executive will be entitled to participate in all the benefit programs of the
Corporation from time to time in effect under the terms and conditions of such
programs, including, but not limited to, pension and other retirement plans,
group life insurance, hospitalization and surgical and major medical coverages,
dental insurance, sick leave, including salary continuation arrangements,
vacations and holidays, long-term disability, and such other fringe benefits as
are or may be available from time to time to other Canadian executives of the
Corporation. 

7.       
VACATION

            The
Executive shall be entitled to all usual public holidays and, in addition, to 20
business days paid vacation during each year of the Executive's employment
hereunder. Such vacation shall be utilized by the Executive at such time or
times as do not materially interfere with the ongoing conduct of the
Corporation's business and operations. 

8.       
INDEMNITY

            Subject
to the provisions of the Corporation’s governing corporate legislation, the
Corporation agrees to indemnify and save the Executive harmless from and against
any and all demands, claims, costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
the Executive is made a party by reason of having been a director or officer of
the Corporation or of any affiliated company, whether before or after
termination if:

	 	a) 	
      the Executive acted honestly and in good faith with a
      view to the best interests of the Corporation; and

	 	 	 
	 	b) 	
      in the case of a criminal or administrative action or
      proceeding that is enforced by a monetary penalty, the Executive had
      reasonable grounds for believing that his conduct was
  lawful.



            The
Corporation shall advance all expenses incurred by the Executive in connection
with the investigation, defense, settlement or appeal of any such proceeding
prior to the final disposition thereof upon receipt by the Corporation of an
undertaking by or on behalf of the Executive to repay the Corporation 




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such advanced amounts if it shall be determined ultimately that
the Executive is not entitled to be indemnified by the Corporation hereunder and
if it is not then contrary to applicable law for the Corporation to do so.

9.       
TERMINATION OF EMPLOYMENT

	 	a) 	
      Death - In the event of the death of the Executive during
      the term of this Employment Agreement, the Executive's salary and any
      deferred compensation will be paid to the Executive's designated
      beneficiary, and in the absence of such designation, to the estate or
      other legal representatives of the Executive, through the end of the month
      in which death occurs. The rights and benefits of the Executive under the
      Executive benefit plans and programs of the Corporation, including life
      insurance, will be determined in accordance with the terms and conditions
      of such plans and programs. In addition, in the event of death of the
      Executive, the Corporation shall still be obligated to provide the
      Executive the Change of Control Payment and the M&A Payment.

	 	 	 
	 	b) 	
      Disability - The Executive's employment shall terminate
      automatically upon written notice from the Corporation in the event of the
      Executive's absence or inability to render the services required hereunder
      due to disability, illness, incapacity or otherwise for an aggregate of
      one hundred and eighty days during any 12-month period during the term. In
      the event of any such absence or inability, the Executive shall be
      entitled to receive the compensation provided for herein for such period,
      and thereafter the Executive shall be entitled to receive compensation in
      accordance with the Corporation's long-term disability plan, if any,
      together with such compensation, if any, as may be determined by the Board
      of Directors of the Corporation. In addition, in the event of the
      Executive is disabled, the Corporation shall still be obligated to provide
      the Executive the Change of Control Payment and the M&A
  Payment.

	 	 	 
	 	c) 	
      Termination by the Corporation for Cause - In the event
      of a termination for cause, there will be no continued salary or payment
      whatsoever by the Corporation to the Executive following the termination
      (save and except for accrued salary, deferred compensation and vacation
      pay) and any rights and benefits of the Executive under the Executive
      benefit plans and programs of the Corporation will be determined in
      accordance with the terms of such plans and programs. For the purposes of
      this Section 9(c) and of the Executive's employment with the Corporation,
      "cause" shall mean that:




	 	i) 	
      The Executive has committed a felony or indictable
      offence or has improperly enriched himself at the expense of the
      Corporation or has committed an act evidencing dishonesty or moral
      turpitude, including without limitation an act of theft;

	 	 	 
	 	ii) 	
      The Executive, in carrying out his duties hereunder, (A)
      has been willfully or grossly negligent, or (B) has committed willful and
      gross misconduct or, (C) has failed to comply with a clear instructions or
      directive from the Board of Directors of the Corporation after having been
      informed of a failure to so comply;

	 	 	 
	 	iii) 	
      The Executive has breached a material term of this
      Employment Agreement;

	 	 	 
	 	iv) 	
      The Executive becomes bankrupt or in the event a
      receiving order (or any analogous order under any applicable law) is made
      against the Executive or in the







- 5 - 

	 		
      event the Executive makes any general disposition or
      assignment for the benefit of his creditors; or

	 	 	 
	 	v) 	
      The Executive commits any other act giving the
      Corporation cause to terminate the Executive's employment in accordance
      with the common law of Ontario.




	 		
      Prior to any termination of the Executive for cause due
      to any occurrence described in subparagraphs 9(c)(ii), (iii), (v) and (vi)
      above, the Corporation shall notify the Executive in writing of the
      particulars of the occurrence upon which termination would be based and
      shall in such notice advise the Executive as to whether, in the
      Corporation's sole discretion, the default of the Executive occasioned by
      such occurrence is capable of being cured or rectified in full without
      loss or damage to the Corporation, in which case the Corporation shall
      afford the Executive a reasonable period of not less than five business
      days in which to cure or rectify such default. In such event and provided
      the Executive cures or rectifies such default in full without loss or
      damage to the Corporation, the Executive's employment shall not be
      terminated on the basis of such occurrence.

	 	 	 
	 	d) 	
      Termination by the Corporation without Cause - In the
      event of a termination without cause, the Corporation will provide to the
      Executive the following payments:




	 	i) 	
      the Change of Control Payment; and

	 	 	 
	 	ii) 	
      the M&A Payment.




	 		
      In addition, the Corporation shall provide the Executive
      with any pro-rated bonus or other incentives as of the date of
      termination, to the extent earned or realized. It is agreed and understood
      that these amounts are reasonable and include any obligations which the
      employer may have or pay in lieu of notice and/or severance pay pursuant
      to the Ontario Employment Standards Act, 2000, as amended, or its
      counterpart in any other jurisdiction. In addition, it is agreed that if
      the Executive is terminated by the Corporation without cause pursuant to
      subparagraph 9(c), all options or other awards, as applicable, issued to
      the Executive pursuant to the Corporation’s Stock Compensation Plans
      shall, subject to the terms of the Corporation’s Stock Compensation Plans,
      automatically vest on the date of termination and the Executive shall be
      entitled to exercise said option in accordance with the provisions of the
      Corporation’s Stock Compensation Plans. It is agreed that this Employment
      Agreement may not be terminated by the Corporation without cause, without
      the approval of the Board of Directors of the Corporation.

	 	 	 
	 	e) 	
      Termination for Good Reason - The Executive shall have
      the right at any time to terminate his employment with the Corporation for
      any reason. For purposes of this Employment Agreement and subject to the
      Corporation's opportunity to cure as provided herein, the Executive shall
      have "good reason" to terminate his employment hereunder if such
      termination shall be the result of:




	 	i) 	
      a material diminution during the Employment Period in the
      Executive's duties or responsibilities as set forth in Section 3
      hereof;

	 	 	 
	 	ii) 	
      a change in the location of the Corporation’s offices
      which exceeds 25 kilometers and would require the Executive to relocate in
      order to perform his duties hereunder,

	 	 	 
	 	iii) 	
      a material breach by the Corporation of the compensation
      and benefits provisions set forth in Section 4
hereof;







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	 	iv) 	
      a material breach by the Corporation of any of the terms
      of this Employment Agreement, other than as specifically provided herein;
      or

	 	 	 
	 	v) 	
      a Change of Control.



For the purposes of this Employment
Agreement, a “Change of Control” shall be deemed to have occurred if on
or after the date hereof, any person (which, for all purposes hereof, shall
include, without limitation, an individual, sole proprietorship, partnership,
unincorporated associate, unincorporated syndicate, unincorporated organization,
trust, body corporate and a trustee executor, administrator or other legal
representative) or any group of two or more persons acting in concert, becoming
the beneficial owner, directly or indirectly, of securities of the Corporation
representing, or acquiring the right to control or direct, or acquiring through
the conversion of securities or the exercise of warrants or other rights to
acquire securities, more than fifty percent (50%) of the combined voting power
of the Corporation or any successor to the Corporation in any manner whatsoever,
including, without limitation, as a result of a takeover bid or an amalgamation
of the Corporation with any other entity or any other business combination or
reorganization. 

Notwithstanding the foregoing, it
shall be a condition precedent to the Executive's right to terminate his
employment for "good reason" that, except in the case of a Change of
Control which effect shall be immediate upon consummation of the said
transaction, (1) the Executive shall first have given the Corporation written
notice stating with specificity the reason for the termination ("breach")
and (2) if such breach is susceptible of cure or remedy, a period of thirty days
from and after the giving of such notice shall have elapsed without the
Corporation having effectively cured or remedied such breach during such 10-day
period, unless such breach cannot be cured or remedied within thirty days, in
which case the period for remedy or cure shall be extended for a reasonable time
(not to exceed an additional 10 days) provided the Corporation has made and
continues to make a diligent effort to effect such remedy or cure. 

In the event of a termination for good
reason, the Corporation will provide to the Executive the following amounts:

	 	i) 	
      the Change of Control Payment; and

	 	 	 
	 	ii) 	
      the M&A Payment.



In addition, the Corporation shall
provide the Executive with any pro-rated bonus or other incentives as of the
date of termination, to the extent earned or realized. It is agreed and
understood that these amounts are reasonable and include any obligations which
the Corporation may have or pay in lieu of notice and/or severance pay pursuant
to the Ontario Employment Standards Act, 2000, as amended, or its
counterpart in any other jurisdiction. In addition, it is agreed that if the
Executive terminates his employment with the Corporation for good reason
pursuant to subparagraph 9(d), all options or awards, as applicable, issued to
the Executive pursuant to the Corporation’s Stock Compensation Plans
shall, subject to the terms of the Corporation’s Stock Compensation Plans,
automatically vest on the date of termination and the Executive shall be
entitled to exercise said option in accordance with the provisions of the
Corporation’s Stock Compensation Plans.




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10.      TIMING OF PAYMENT OF
SEVERANCE AMOUNTS; AMOUNTS NOT SUBJECT TO MITIGATION

            The
severance packages in subparagraphs 9(d) and (e) shall be payable in a lump sum
within 30 days of the Executive’s date of termination. The Executive shall not
be obligated to seek other employment in mitigation of the amounts payable or
arrangements made under any provision of this Employment Agreement and the
obtaining of any such other employment shall in no event effect any reduction of
the Corporation’s obligations to make (or cause to be made), the payments and
arrangements required to be made under this Employment Agreement. 

11.      PROPERTY OF THE
CORPORATION

	 	a) 	
      The Executive acknowledges that all Intellectual Property
      (as defined below) and all items of any and every nature or kind created
      or used by the Executive during his employment with the Corporation, or
      furnished by the Corporation to the Executive, and all equipment, credit
      cards, books, records, reports, files, manuals, literature, confidential
      information or other materials shall remain and be considered the
      exclusive property of the Corporation at all times and shall be
      surrendered to the Corporation, in good condition, promptly on the
      termination of the Executive’s employment irrespective of the time, manner
      or cause of termination. All personal effects used by the Executive in
      carrying out his duties will remain the property of the Executive and
      shall be removed by him on termination of his employment.

	 	 	 
	 	b) 	
      The Executive agrees that, during the term of his
      employment, he will promptly, upon development thereof, fully inform and
      disclose to the Corporation all discoveries, findings, reports, designs,
      inventions, improvements, methods, processes, practices, techniques,
      programs, concepts and ideas, whether or not patentable or copyrightable
      (collectively, the “Intellectual Property”), which pertain or
      relate to the business of the Corporation or to any experimental work
      carried on by the Corporation, whether conceived by the Executive alone or
      with others and whether or not conceived during regular working
    hours.

	 	 	 
	 	c) 	
      The Executive hereby agrees to assign, transfer, and
      convey to the Corporation, and to cause each of his agents and contractors
      to assign, transfer and convey to the Corporation, all rights to any
      Intellectual Property, and confirm that he will, at any time or from time
      to time, upon the Corporation’s request do, execute, acknowledge, and
      deliver or cause to be done, executed, acknowledged, and delivered, all
      such further acts, deeds, assignments, transfers, waivers, conveyances,
      and assurances as may be required to carry out the intent of this
      section.

	 	 	 
	 	d) 	
      The Executive agrees to assist the Corporation in
      obtaining patents or copyrights and any other intellectual property rights
      on all such Intellectual Property and shall execute all documents and do
      all things necessary to obtain letters, patents, or copyrights, or other
      registrations to vest the Corporation with full and exclusive title
      thereto, and protect the same against infringement by others.

	 	 	 
	 	e) 	
      The Executive hereby represents and warrants to the
      Corporation that he does not currently have any Intellectual Property that
      has not been assigned to the Corporation and, to the extent that such
      representation and warranty is incorrect in any way, the Executive hereby
      sells, assigns and transfers to the Corporation any and all Intellectual
      Property which the Executive currently
possesses.







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12.      WAIVER OF
MORAL RIGHTS

           
The Executive hereby waives all Moral Rights (as hereinafter defined)
whether now existing or arising during the term of the Executive’s employment
and any similar rights to any works and Intellectual Property developed during
the course of the Executive’s employment or in contemplation of such employment.
The waiver of such rights is made in favour of the Corporation and any assignee,
licensee, purchaser, lender or other party claiming an interest under or through
the Corporation or under any agreement entered into by the Corporation. For
purposes of this Employment Agreement, “Moral
Rights” means any right to:

	 	a) 	
      divulge a work or any Invention to the public;

	 	 	 
	 	b) 	
      retract a work or any Invention from the
public;

	 	 	 
	 	c) 	
      claim authorship or anonymity related to a work or any
      Invention;

	 	 	 
	 	d) 	
      object to any distortion, mutilation or modification of a
      work or any Invention; or

	 	 	 
	 	e) 	
      use a work or any Invention in association with a
      product, service, cause or institution;



and includes any and all rights similar
to the above listed rights, existing under judicial or statutory law of any
country or jurisdiction in the world including the Copyright Act
(Canada), as amended from time to time, or under any treaty, regardless of
whether such right is called or generally referred to as a moral right. 

13.      CONFIDENTIAL
INFORMATION

	 	a) 	
      The Executive acknowledges that throughout the course of
      his employment with the Corporation the Executive may have access to and
      be entrusted with confidential information, trade secrets and know-how
      concerning the business and property of the Corporation and with
      information, trade secrets and know-how which other persons shall require
      the Corporation and its employees, agents and consultants to treat as
      confidential (all of which information, trade secrets and know-how of the
      Corporation and others, together with any Intellectual Property, shall be
      collectively defined as “Confidential Information”).

	 	 	 
	 	b) 	
      The Executive agrees that disclosure of any Confidential
      Information or any use of the Confidential Information other than on
      behalf of or for the direct benefit of the Corporation is and will be
      highly detrimental to the Corporation and that the right to maintain the
      confidentiality of the Confidential Information constitutes a proprietary
      right which the Corporation is entitled to protect or is an obligation
      which the Corporation must observe. Accordingly, the Executive hereby
      agrees that:




	 	i) 	
      he shall keep confidential all of the Confidential
      Information for the exclusive benefit and use of the Corporation and will
      faithfully do all in his power to assist the Corporation in keeping the
      Confidential Information confidential until the Corporation shall make the
      same public either by obtaining patent rights, copyrights or
    otherwise;







- 9 - 

	 	ii) 	
      he shall not, directly or indirectly, disclose or divulge
      any of the Confidential Information to any person, firm, corporation or
      other entity of any kind whatsoever;

	 	 	 
	 	iii) 	
      he shall not, directly or indirectly, either individually
      or in partnership with, or jointly with one or more persons, firms,
      corporations or any other entity of any kind whatsoever as principal,
      agent, employee, shareholder or in any other capacity or manner
      whatsoever, use any of the Confidential Information other than on behalf
      of or for the direct benefit of the Corporation;

	 	 	 
	 	iv) 	
      he shall not divulge, disclose or communicate to any
      person, firm or corporation the name of any customer of the Corporation
      and/or the Business (as hereinafter defined); and

	 	 	 
	 	v) 	
      he shall not use for his own purpose any Confidential
      Information relating to the Corporation and/or the
  Business.



14.      NON-COMPETITION/NON-SOLICITATION

            The
Executive agrees that the Executive will not, without the prior written consent
of the Corporation, while employed by the Corporation and for a period of one
(1) year after the date of termination: 

	 	a) 	
      directly or indirectly, in any manner whatsoever,
      including, without limitation, either individually or in partnership or
      jointly, or in conjunction with any other person or persons, firm,
      association, syndicate, company or corporation, as principal, agent,
      shareholder or in any other manner whatsoever, carry on or be engaged in
      any business similar to or competitive with the business of the
      Corporation, understood to be the containerization, virtualization and
      provision of data management solution (the “Business”) in any
      country where the Corporation operates, or be concerned with or interested
      in or lend money to, guarantee the debts or obligations of or permit his
      name or any part thereof to be used or employed by any person, persons,
      firm, association, syndicate, company or corporation engaged in, concerned
      with or interested in any competitive business except that the Executive
      may own no more than 1% of the total issued and outstanding capital stock
      of a publicly-held or private corporation engaged in, concerned with or
      interested in any competitive business;

	 	 	 
	 	b) 	
      directly or indirectly solicit, interfere with or
      endeavour to direct or entice away from the Corporation any customer or
      any person, firm or corporation in the habit of dealing with the
      Corporation, and/or the Business; or

	 	 	 
	 	c) 	
      interfere with, entice away or otherwise attempt to
      obtain the withdrawal of any employee or independent contractor of the
      Corporation or, following termination of the Executive’s employment, any
      employee who was in the employ of the Corporation during the one (1) year
      period, as the case may be, preceding the date of
  termination.



15.      REASONABLESS
OF PROVISIONS

	 	a) 	
      The Executive hereby acknowledges and agrees that all
      covenants, provisions and restrictions contained in Sections 11, 12, 13
      and 14 hereof are reasonable and valid and all defences to the strict
      enforcement thereof by the Corporation are waived by the
  Executive.







- 10 - 

	 		
      It is understood by the parties hereto that the covenants
      in Sections 11, 12, 13 and 14 hereof by the Executive are essential
      elements to this Employment Agreement and that, but for the agreement of
      the Executive to enter into such covenants, the Corporation would not have
      retained the Executive.

	 	 	 
	 	b) 	
      The Executive further acknowledges and agrees that in the
      event of a violation of the covenants, provisions and restrictions
      contained in Sections 11, 12, 13 and 14 hereof, the Corporation shall be
      authorized and entitled to obtain from any court of competent jurisdiction
      preliminary and permanent injunctive relief and an accounting of all
      profits and benefits arising out of such violation, which rights and
      remedies shall be cumulative and in addition to any other rights or
      remedies to which the Corporation may be entitled.



16.      WITHHOLDING

            Anything
to the contrary notwithstanding, all payments required to be made by the
Corporation hereunder to the Executive or his estate or beneficiaries, shall be
subject to the withholding of such amounts relating to taxes as the Corporation
may reasonably determine, after consultation with the Executive, it should
withhold pursuant to any applicable law or regulation. In lieu of withholding
such amounts, in whole or in part, the Corporation may, in its sole discretion,
accept other provisions for payment of taxes and withholdings as required by
law, provided the Corporation is satisfied that all requirements of law
affecting the Corporation's responsibilities to withhold have been complied
with. 

17.      ENTIRE
AGREEMENT

            This
Employment Agreement contains the entire agreement between the parties hereto
with respect to matters herein and supersedes all prior agreements and
understandings, oral or written, between the parties hereto relating to such
matters. 

18.      ASSIGNMENT

            Except
as herein expressly provided, the respective rights and obligations of the
Executive and the Corporation under this Employment Agreement shall not be
assignable by either party without the written consent of the other party and
shall enure to the benefit of and be binding upon the Executive and the
Corporation and their permitted successors or assigns, including, in the case of
the Corporation, any other corporation or entity with which the Corporation may
be merged or otherwise combined or which may acquire the Corporation or its
assets in whole or in substantial part, and, in the case of the Executive, his
estate or other legal representatives. Nothing herein expressed or implied is
intended to confer on any person other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Employment
Agreement. 

19.      APPLICABLE
LAW

            This
Employment Agreement shall be deemed a contract under, and for all purposes
shall be governed by and construed in accordance with, the laws of the Province
of Ontario without regard to the conflicts of laws rules thereof. The
Corporation and the Executive hereby each irrevocably consent and attorn to the
jurisdiction of the courts of the Province of Ontario with respect to any
dispute or proceeding arising in connection with this Employment Agreement. 




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20.      AMENDMENT OR
MODIFICATION: WAIVER

            No
provision of this Employment Agreement may be amended or waived unless such
amendment or waiver is authorized by the Corporation (including any authorized
officer or committee of the Board of Directors of the Corporation) and is in
writing signed by the Executive and by a duly authorized officer of the
Corporation. Except as otherwise specifically provided in this Employment
Agreement, no waiver by either party hereto of any breach by the other party of
any condition or provision of this Employment Agreement to be performed by such
other party shall be deemed a waiver of a similar or dissimilar breach,
condition or provision at the same time or at any prior or subsequent time. 

21.      RESIGNATIONS

            The
Executive hereby agrees that, upon termination of this employment for any reason
whatsoever, the Executive shall thereupon be deemed, upon the request of the
Corporation, to have immediately resigned any position the Executive may have as
an officer and/or director of the Corporation, together with any other office,
position or directorship which the Executive may hold with any of the
Corporation's subsidiaries or related entities in connection with or arising
from the performance of the Executive duties of employment under this Employment
Agreement. In such event, the Executive shall, at the reasonable request of the
Corporation, forthwith execute any and all documents appropriate to evidence
such resignations which are consistent with the terms of this Employment
Agreement. 

22.      PROVISIONS
SURVIVING TERMINATION

            It
is expressly agreed that notwithstanding termination of the Executive's
employment with and by the Corporation for any reason or cause or in any
circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the Corporation, respectively, in
relation or arising up to the time up to and including the date of termination;
and the provisions of Sections 8, 9, 11, 12, 13, 14, 15, 19, 21 and 22 of this
Employment Agreement, all of which shall remain and continue in full force and
effect unless and until the Board of Directors of the Corporation at its
absolute discretion resolves otherwise and so notifies the Executive in writing.


23.      SEVERABILITY

            In
the event that any provision or portion of this Employment Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions and portions of this Employment Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law. 

24.      COUNTERPARTS

            This
Employment Agreement may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument. 

25.      REFERENCES

            In
the event of the Executive's death or a judicial determination of his
incompetency, reference in this Employment Agreement to the Executive shall be
deemed, where appropriate, to refer to his beneficiary or beneficiaries. 




- 12 - 

26.     
CAPTIONS

            Captions
to the Sections of this Employment Agreement are solely for convenience and no
provision of this Employment Agreement is to be construed by reference to the
captions of that Section. 

27.      CURRENCY

            Unless
otherwise specified herein, all dollar amounts referred to herein shall mean
Canadian dollars. 

28.      INDEPENDENT
LEGAL ADVICE 

            The
Executive acknowledges that: 

	 	d) 	
      he has been advised to and has either sought, or waived
      his right to seek, independent legal counsel in connection with this
      Employment Agreement;

	 	 	 
	 	e) 	
      he fully understands the nature and effect of the
      provisions of this Employment Agreement and his obligations and rights
      hereunder; and

	 	 	 
	 	f) 	
      he is executing this Employment Agreement of his/her own
      volition in a free and enlightened manner, and without fear, threats,
      compulsion, duress or influence by any person.



            IN
WITNESS WHEREOF this Employment Agreement has been executed by a duly authorized
officer of the Corporation and the Executive as of the day first above
written.

	 	SPHERE 3D CORP. 


 

	 	By:	/s/
      Duncan McEwan 
	 	 	Duncan McEwan 
	 	 	Chairman of the Compensation Committee
  



	SIGNED, SEALED and 	) 	  
	DELIVERED in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	/s/ Jason Meretsky
    	) 	/s/
      Peter Tassiopoulos 
	Witness 	  	           
       Peter Tassiopoulos