EX-10.2






Ex. 10.2




Employment Agreement




This Employment Agreement (the “Agreement”), entered into this 28 day of October, 2014, between
VIASPACE Inc., a Nevada corporation (the “Company”), and Stephen Muzi (the “Employee”),



Witnesseth That:




Whereas, the parties hereto desire to enter into this Agreement to define and set forth the
terms and conditions of the employment of the Employee by the Company;



Now, Therefore, in consideration of the mutual covenants and Agreements set forth below, it is
hereby covenanted and agreed by the Company and the Employee as follows:



1. Position; Employment Period



The Company hereby employs the Employee as its Chief Financial Officer, Treasurer and Secretary,
and the Employee hereby agrees to serve in such capacity, for the period beginning October 1, 2014,
and ending on September 30, 2015 (the “Employment Period”).



2. Performance of Duties



The Employee agrees that during the Employment Period he shall devote his full business time to the
business affairs of the Company and shall perform his duties faithfully and efficiently subject to
the direction of the Chairman of the Board of the Company; provided that the foregoing shall not
limit or prevent the Employee from serving on the board of directors of charitable organizations or
other business corporations not in competition with the Company. The Employee shall not be assigned
duties and responsibilities that are not generally within the scope and character associated or
required of other employees of similar rank and position.



3. Compensation




(a) Subject to the following provisions of this Agreement, during the Employment Period the
Employee shall be compensated for his services as follows:




(b) Salary. Employee shall receive an annual salary, payable monthly, in an amount
which shall initially be $63,654 per annum, subject to such increases as may from time to
time be determined by the Chairman of the Board of the Company.




(c) Bonus. In addition to the Base Compensation, during the Employment Term,
Employee shall be entitled to such bonuses as may from time to time be determined by the
Board.




(d) Benefits. Company will pay for Employee’s medical and dental insurance under
the Company’s medical and dental family insurance plan. If Employee has medical and dental
family plan independent of Company plan, Employee will be reimbursed for costs paid under
independent plan.




(e) Vacation and Personal Leave. Employee shall be entitled to ten (10) paid time
off days for each twelve (12) consecutive calendar monthly period during the Employment
Period, to be taken in accordance with the vacation accrual schedule, if any, and carried
over only to the extent set forth or otherwise permitted in Company’s personnel policies or
employee handbook.




(f) Reimbursement of Company Business Expenses. Company shall within thirty (30)
days of its receipt from Employee of supporting receipts, to the extent required by
applicable income tax regulations and Company’s reimbursement policies, reimburse Employee
for all out-of-pocket business expenses reasonably and actually incurred by Employee in
connection with his employment hereunder including Employee’s cell phone and internet
charges. Board approval shall be required for any single expense exceeding $10,000 or for
expenses exceeding in the aggregate annually $120,000. Reimbursement of any and all
Business Expenses is conditioned on Employee submitting his request to Company for
reimbursement and supporting substantiation within ninety (90) days of the date on which
any such expenses shall have been incurred.



4. Disability



Subject to the provisions of paragraph 8, if the Employee’s employment is terminated during the
Employment Period by reason of his Disability (as defined below), the Employee shall continue to
receive an annual salary and benefits in accordance with paragraphs 3(a) and 3(b) through the end
of the full calendar month of such disability but not in any event beyond the end of the Employment
Period.



For purposes of this Agreement the term “Disability” means a physical or mental disability which
renders the Employee incapable of performing his duties under this Agreement and which disability
has existed for at least one month, as determined by an independent physician selected by the
Company and agreed to by the Employee. Any salary payments to the Employee shall be reduced by the
amount of any benefits paid for the same period of time under the Company’s disability insurance
programs.



5. Competing Businesses



During the period of his employment under this Agreement, the Employee shall not be employed by or
otherwise engage in or be interested in any business in competition with the Company, or with any
of its subsidiaries or affiliates.



6. Confidentiality



During and after the Employment Period, the Employee will not divulge or appropriate to his own use
or to the use of others, in competition with the Company, any secret or confidential information or
knowledge pertaining to the business of the Company, or of any of its subsidiaries, obtained by him
in any way while he was employed by the Company or by any of its subsidiaries.



7. Remedies



If at any time the Employee violates to a material extent any of the covenants or Agreements set
forth in paragraphs 5 and 6, the Company shall have the right to terminate all of its obligations
to make further payments under this Agreement. The Employee acknowledges that the Company would be
irreparably injured by a violation of paragraph 5 or 6 and agrees that the Company shall be
entitled to an injunction restraining the Employee from any actual or threatened breach of
paragraph 5 or 6 or to any other appropriate equitable remedy without any bond or other security
being required.



8. Amendment and Termination



This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent
of any other person and, so long as the Employee lives, no person, other than the parties hereto,
shall have any rights under or interest in this Agreement or the subject matter hereof The
Employment Period shall terminate as of the earliest of:




	 	•	 	September 30, 2015;






	 	•	 	The last day of the month in which the date of the Employee’s death occurs; or the date
on which the Company gives notice to the Employee if such termination is for Cause or
Disability.






	 	•	 	For purposes of this Agreement, “Cause” means the Employee’s gross misconduct resulting
in material damage to the Company or willful and material breach of this Agreement.





9. Notices



Any notice required or permitted to be given under this Agreement shall be sufficient if in writing
and if sent by registered mail to the Company at its principal Employee offices or to the Employee
at the last address filed by him in writing with the Company, as the case may be.



10. Non-Assignment



The interests of the Employee under this Agreement are not subject to the claims of his creditors
and may not be voluntarily or involuntarily assigned, alienated or encumbered.



11. Successors



This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors
and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company’s assets and business.



12. Applicable Law



The provisions of this Agreement shall be construed in accordance with the laws of the State of
California.



13. Counterparts



The Agreement may be executed in two or more counterparts, any one of which shall be deemed the
original without reference to the others.



IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these
presents to be executed in its name and on its behalf, all as of the day and year first above
written.



/S/ STEPHEN MUZI



Stephen Muzi



VIASPACE Inc.



By: /S/ KEVIN SCHEWE

Kevin Schewe, Director