Exhibit 10.2


 


	 	8863 E. 34th Street North
 Wichita, Kansas 67226
 Phone: 316-800-6800
 Web: AgEagle.com



  


April 16, 2021


 


Brandon Torres
Declet


1701 Rhode Island Ave NW 


Washington, D.C. 20036 


bdeclet@measure.com


 


Re: Offer of Employment


 


Dear Brandon,


 


AgEagle
Aerial Systems, Inc., a Nevada corporation (the “Company”) is
pleased to offer you a position as President of Measure Global Inc. (MEASURE), a wholly-owned subsidiary of the Company, and Chief
Operating Officer (COO) with our Company pursuant to the following terms and conditions of employment and the Stock Purchase Agreement
among the Sellers (as named therein), the Seller’s representative and the Company dated of even date herewith (the “Stock
Purchase Agreement”). Further, pursuant to the terms of the Stock Purchase Agreement, the Company shall nominate you to be
a director of the Company’s Board of Directors (the “Board”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Stock Purchase Agreement.


 


You shall commence
employment as of the Closing Date of the MEASURE transaction (your “Commencement Date”). You shall be based out of the
Company’s office in Washington, D.C. (District of Columbia) and will report to Michael Drozd, Chief Executive Officer.


 


As
a condition of your employment, and in consideration of your employment and
the payments and benefits provided herein, you are required to sign and return to the Company the enclosed Employee Confidentiality
and Proprietary Rights Agreement (the “Confidentiality Agreement”). During your employment
with the Company, you are required to devote your full business time and best efforts to your
duties, and you may not, except with prior written permission from the Company, be employed or engaged in any capacity with any
business other than the Company, provided, however, this limitation shall not be construed as preventing you from serving on the
board of directors of any corporation that is not a Restricted Business (provided that you have informed the Board and the Chairman
of the Company of your intention to so serve and that neither the Board nor the Chairman of the Company has objected thereto within
twenty (20) days of its receipt of your notice). You acknowledge and agree that, as an employee of the Company, you will comply
with all laws and regulations, as well as Company rules,
policies and procedures as may be in effect from time to
time.


 






    	 



    	 



    

 


Your
base salary shall be $225,000 per year, paid in accordance with the Company’s standard payroll procedures. You shall be
eligible for an annual cash bonus of up to 20% of your then-current base salary, as determined by the Board in its good faith discretion,
based on your and the Company’s satisfaction of a combination of personal and Company goals. Such
goals for a given calendar year will be established by the CEO and the Board, in consultation with you, by no later than 30 days
after the closing date. This bonus is subject to your continued employment with the Company through the end of the calendar year
for which the bonus is being paid. Any cash bonus for an applicable calendar year shall be paid no later than the end of the first
quarter of the following calendar year. Lastly, the Board shall review your performance annually,
and the Board, in its sole discretion, may revise your compensation package.


 


As
soon as practicable following your execution of this letter and commencement of employment with the Company, you shall be awarded
a one-time grant of 125,000 Restricted Stock Units (RSUs) that will vest on a pro rata basis over one year commencing on the date
of close. Such grant of 125,000 RSUs shall be subject to the terms of an RSU grant agreement and, at the Company’s election, either
subject to, or not subject to, the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity
Plan”). Additionally, you shall be awarded 25,000 shares of Nonqualified Stock Options
quarterly. The options will be subject to the terms of the Equity Plan, and the vesting requirements, the term of the option and
exercisability at an exercise price equal to the fair market value of the option shares as of the date of grant will be outlined
upon issuance.


 


All option awards
provided for hereunder shall be subject to your continued employment with the Company through the applicable vesting date or event,
as well as your execution of and continued compliance with the Confidentiality Agreement and applicable option award agreements
under the terms of the Equity Plan


 


Additionally,
the Company shall withhold from any payments made to you (including,
without limitation, those specified in this offer letter) all federal, state, local or other taxes and withholdings as shall be
required pursuant to any law or governmental regulation
or ruling.


 


As soon as practicable following
your execution of this letter and commencement of employment with the Company it is agreed that, following the earlier of a six-month
period or a closing of another qualified acquisition, a comprehensive compensation study will be conducted for all C-Level Executives,
whereby the results of that study will result in recommendations to the Board and the execution of formal executive agreements
wherein terms and conditions of employment will be addressed in detail, which will include, but not be limited to, the following:
(i) compensation (base salary, bonus and equity), (ii) benefits (health, and life Insurance, and Vacation), (iii) termination of
employment (including successor transition), and (iv) restrictions (confidentiality, non-compete clauses, breach and legal remedies).


 


During
your employment, you will receive vacation, sick and personal
days in accordance with the
current PTO policy. As an executive, the Company covers the monthly expense associated with
premiums for health benefits offered by the Company for you and your dependents. In the event the Board determines in its discretion
that you must relocate your principal place of performance of your duties, the Company shall
pay directly and/or reimburse you for expenses, up to $100,000, that you incur in connection with such relocation, following your
presentment to the Company of invoices or other acceptable documentation substantiating such expense in accordance with the Company’s
expense reimbursement policy. Any benefits to which you are entitled shall be determined in accordance with such plans and programs
and Company policy. The Company reserves the right to suspend, amend or terminate any employee benefit plan or program at any time.


 






    	 



    	 



    

 


In the event of
termination without Cause (as defined in the Stock Purchase Agreement) or for “Good Reason” (as defined below), the Company
will provide you with Severance Benefits (defined below), conditioned on (i) your continued compliance in all material respects
with your continuing obligations to the Company, including, without limitation, the terms of this Agreement and of the Confidentiality
Agreement that survive termination of your employment with the Company, and (ii) your signing (without revoking if such right is
provided under applicable law) a separation agreement and general release in a form provided to you by the Company on or about
the date of your termination of employment (the “Separation Agreement”). The “Severance Benefits” shall consist
of (i) 6 months of your base salary, paid in the form of salary continuation, in accordance with the terms of the Separation Agreement;
(ii) reimbursement of your COBRA health insurance premiums at the same rate as if you were an active employee of the Company (conditioned
on your having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until you are eligible for group health
insurance benefits from another employer; and (iii) a grant of fully-vested restricted shares of common stock of the Company with
a fair market value of $125,000 on the date of your termination of employment, pursuant to the terms of, and effective on the effective
date of, the Separation Agreement. Further, in the event of a termination by the Company without Cause or by you for Good Reason,
your Key Employee Retention Amount that is not otherwise retained as part of the Holdback Amount shall be released as of the date
of such termination.


 


As used herein,
“Good Reason” means (i) a material diminution in your duties, responsibilities, and authority, associated with your position
as President of MEASURE and COO of the Company, (ii) a reduction in your compensation or benefits hereunder, or (iii) requiring
you relocate your principal place of performance of your duties. Notwithstanding the above, no termination of employment shall
constitute a termination for Good Reason unless you provide notice of the condition constituting Good Reason no later than thirty
(30) days after initially becoming aware of the existence of the condition, and the Company fails to cure such condition within
thirty (30) days after receiving such notice.


 


This offer is not
a guarantee of employment for a specific period of time. Your employment with the Company, should you accept this offer, will be
“at-will,” which means that you or the Company may terminate your employment for any or no reason, at any time in accordance
with the terms of this offer letter. In the event you elect to resign your employment with the Company, you agree to provide the
Company with 90 days’ written notice of your termination of employment. During this notice period, the Company may ask you to perform
specific duties or no duties at all and may ask you not to attend work during all or any part of your notice period. During your
notice period, you will continue to receive the salary and benefits that you had been receiving immediately prior to such period,
subject to any changes generally made for other employees of the Company. Further, upon termination of your employment for any
reason, you agree to cooperate with the Company with respect to those business-related matters of which you have knowledge and
to assist with the orderly return of Company property and transition of your work to others, as directed by the Company.


 


You should be aware
that Company employees are not permitted to make any unauthorized use of documents or other information, which could reasonably
be considered or construed to be confidential or proprietary information of another individual or company. Likewise, Company employees
may not bring with them onto the premises of the Company or place on Company devices or within the Company’s information systems
any confidential documents or other forms of tangible information relating to their prior employer’s business. Further, you represent
to the Company that you are not subject to any contract or other restriction or obligation that is inconsistent with your accepting
this offer of employment and performing your duties.


 


This offer of employment
and continued employment is conditioned on your establishing your identity and authorization to work as required by the Immigration
Reform and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required
by IRCA. Please review this document and bring the appropriate original documentation on your first day of work.


 


This offer is also
contingent upon your satisfactory completion (at the Company’s sole discretion) of reference, drug and background checks. This
is a standard procedure required for all new hires. Please see the attached consent and waiver form for this procedure.


 






    	 



    	 



    

 


This offer letter,
as well as all matters concerning, arising out of or relating to your employment shall be governed by and construed under the laws
of the District of Columbia, without regard to its conflict-of-law principles. Further, any dispute concerning or arising out of
this offer letter or otherwise out of your employment with the Company shall be heard exclusively pursuant to the dispute resolution
provisions set forth in the Confidentiality Agreement.


 


By signing this
letter, you acknowledge that (1) you have not relied upon any representations other than those set forth in this offer letter,
the Stock Purchase Agreement or the Confidentiality Agreement; (2) the terms of this offer and the Confidentiality Agreement constitute
the entire understanding and contain a complete statement of all the agreements between you and the Company concerning your employment
with the Company; (3) this offer letter and the Confidentiality Agreement supersede all prior and contemporaneous oral or written
agreements, understandings or communications between you and the Company concerning your employment with the Company; and (4) any
subsequent agreement or representation between you and the Company shall not be binding on the Company unless contained in a writing
signed by you and an authorized representative of the Company.


 


Brandon, we are
very excited about the prospect of your joining the Company and expect that your employment here will be a mutually rewarding experience.


 


If you have any questions or issues
that may arise after reviewing this offer letter, please do not hesitate to contact me. We look forward to welcoming you to AgEagle
Aerial Systems Inc.


 


Sincerely,


 


	/s/ J. Michael Drozd	 
	J. Michael Drozd	 


 


“Agreed and Acknowledged”
(please sign, date and retain a copy for your records)


 


	/s/ Brandon Torres Declet	 
	Brandon Torres Declet	 


 


Date:April 19,
2021