Exhibit 10.2


    Exhibit 10.2

      


      


      EMPLOYMENT
        AGREEMENT

      


      This
        Employment Agreement (this “Agreement”) is entered into by and between FreeStar
        Technology Corporation having an address at
        Neil
        Road, STE 430, Reno, Nevada 89502, United States of America
        (the
“Employer”), and Ciaran Egan, an individual (the “Executive”).

      


      AGREEMENT

      


      The
        parties, intending to be legally bound, agree as follows:

      


      1.
        DEFINITIONS

      


      For
        the
        purposes of this Agreement, the following terms have the meanings specified
        or
        referred to in this Section 1.

      


      “Agreement”
        - This employment agreement.

      


      “Board
        of
        Directors” - The board of directors of the Employer.

      


      “Confidential
        Information” - Any and all:

      


      (a)
        Trade
        secrets concerning the business and affairs of the Employer, product
        specifications, data, know-how, formulae, compositions, processes, designs,
        sketches, photographs, graphs, drawings, samples, inventions and ideas, past,
        current, and planned research and development, current and planned manufacturing
        or distribution methods and processes, customer lists, current and anticipated
        customer requirements, price lists, market studies, business plans, computer
        software and programs (including object code and source code), computer software
        and database technologies, systems, structures, and architectures (and related
        formulae, compositions, processes, improvements, devices, know-how, inventions,
        discoveries, concepts, ideas, designs, methods and information, including
        but
        not limited to technology associated with off shore banking), and any other
        information, however documented, that is a trade secret within the meaning
        of
        applicable state or federal trade secret law; and

      


      (b)
        Information concerning the business and affairs of the Employer (which includes
        historical financial statements, financial projections and budgets, historical
        and projected sales, capital spending budgets and plans, the names and
        backgrounds of key personnel, personnel training and techniques and materials,
        however documented); and

      


      (c)
        Notes, analysis, compilations, studies, summaries, and other material prepared
        by or for the Employer containing or based, in whole or in part, on any
        information included in the foregoing.

      


      “Disability”
        - As defined in Section 5.2.

      


      “Effective
        Date” - The date first appearing below.

      


      “Employment
        Period” - The term of the Executive's employment under this
        Agreement.

      


      “Fiscal
        Year” - The Employer's fiscal year, as it exists on the Effective Date or as
        changed from time to time.

      


      “For
        Good
        Reason” - As defined in Section 5.3

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Person”
        - Any individual, corporation (including any non-profit corporation), general
        or
        limited partnership, limited liability company, joint venture, estate, trust
        association, organization, or governmental body.

      


      “With
        Cause” - As defined in Section 5.4.

      


      “Without
        Cause” - As defined in Section 5.5.

      


      2.
        EMPLOYMENT TERMS AND DUTIES

      


      2.1
        EMPLOYMENT

      


      The
        Employer hereby employs the Executive, and the Executive hereby accepts
        employment by the Employer, upon the terms and conditions set forth in this
        Agreement.

       

      2.2
        TERM

      


      Subject
        to the provisions of Section 5, the term of the Executive's employment under
        this Agreement will be five (5) years, beginning on the Effective Date and
        ending on the fifth anniversary of the Effective Date.

      


      2.3
        DUTIES

      


      The
        Executive will have such duties as are assigned or delegated to the Executive
        by
        the Board of Directors and will serve as a Director and Chief Financial Officer
        of the Employer. The Executive will devote the time, attention, skill, and
        energy necessary to accomplish the Executive's duties under this Section
        2.3,
        will use his best efforts to promote the success of the Employer's business,
        and
        will cooperate fully with the Board of Directors in the advancement of the
        best
        interests of the Employer. Nothing in this Section 2.3, however, will prevent
        the Executive from engaging in additional activities that are not inconsistent
        with the Executive's duties under this Agreement.

       

      3.
        COMPENSATION

      


      (A)
        SALARY. The Executive will initially be paid an annual salary of €300,000 which
        will be payable in equal periodic installments according to the Employer's
        customary payroll practices, but no less frequently than monthly. The annual
        salary will be reviewed by the Board of Directors not less frequently than
        annually, and may be adjusted in the sole discretion of the Board of Directors,
        but in no event will the salary be less than €25,000 per month.

      


      (B)
        BONUS. The Executive will participate in an executive bonus plan (the “Executive
        Bonus Plan”) whereby the Executive will be eligible for an annual bonus payable
        in (i) unregistered shares of the Company’s common stock, and S-8 shares of the
        Company’s common stock (ii) an option or options to purchase S-8 shares of the
        Company’s common Stock. Such options will be convertible in a “cash-free”
conversion by the Executive, whereby the conversion price of the stock, upon
        exercise, will be deemed additional compensation to the Executive and will
        not
        require the Executive to remit cash to the Company. Specific terms and trigger
        events of the Executive Bonus Plan will be determined annually, prior to
        the end
        of the applicable fiscal year, by the Board of Directors and also maybe adjusted
        at any time in the sole discretion of the Board of Directors; provided,
        that,
        once an
        Executive Bonus Plan is approved, the Board may not reduce the compensation
        payable or increase the targets, if any, under such plan for the then-current
        fiscal year without the written consent of Executive. 

      


      (C)
        BENEFITS. The Executive will, during the Employment Period, be permitted
        to
        participate in such pension, profit sharing, bonus, life insurance,
        hospitalization, major medical, and other employee benefit plans of the Employer
        that may be in effect from time to time, to the extent the Executive is eligible
        under the terms of those plans.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.
        EXPENSES

      


      4.1
        GENERAL

      


      The
        Employer will pay the Executive's dues in such professional societies and
        organizations as the Board of Directors deems appropriate, and will pay on
        behalf of the Executive (or reimburse the Executive for) reasonable expenses
        incurred by the Executive at the request of, or on behalf of, the Employer
        in
        the performance of the Executive's duties pursuant to this Agreement, and
        in
        accordance with the Employer's employment policies, including reasonable
        expenses incurred by the Executive in attending conventions, seminars, and
        other
        business meetings, in appropriate business entertainment activities, and
        for
        promotional expenses.

      


      4.2
        AUTOMOBILE

      


      The
        Employer will also pay the Executive's automobile allowance of €1,500, to
        include lease and tax payments, maintenance and repair, insurance premiums,
        and
        fuel charges, but in no event shall the automobile allowance be less than
€1,500
        per month. 

       

      5.
        TERMINATION

      


      5.1
        EVENTS OF TERMINATION

      


      The
        Employment Period, the Executive's compensation and any and all other rights
        of
        the Executive under this Agreement, with the exception of the severance and/or
        other rights of Executive under Section 5.6 of this Agreement, will terminate
        (except as otherwise provided in this Section 5):

      


      (a)
        Upon
        the death of the Executive;

      


      (b)
        Upon
        the Disability of the Executive (as defined in Section 5.2) immediately upon
        notice from either party to the other;

      


      (c)
        Upon
        termination of this Agreement by Executive, For Good Reason (as defined in
        Section 5.3) upon not less than thirty days' prior notice from the Executive
        to
        the Employer;

      


      (d) Upon
        termination of this Agreement by the Company With
        Cause (as defined in Section 5.4); or

      


      (e) Upon
        termination of this Agreement by the Company Without
        Cause (as defined in Section 5.5)

      


      5.2
        DEFINITION OF DISABILITY

      


      For
        purposes of Section 5.1, the Executive will be deemed to have a “Disability” if,
        for physical or mental reasons, the Executive is unable to perform the essential
        functions of the Executive's duties under this Agreement for 120 consecutive
        days, or 180 days during any twelve month period, as determined in accordance
        with this Section 5.2. The disability of the Executive will be determined
        by a
        medical doctor selected by written agreement of the Employer and the Executive
        upon the request of either party by notice to the other. If the Employer
        and the
        Executive cannot agree on the selection of a medical doctor, each of them
        will
        select a medical doctor and the two medical doctors will select a third medical
        doctor who will determine whether the Executive has a disability. The
        determination of the medical doctor selected under this Section 5.2 will
        be
        binding on both parties. The Executive must submit to a reasonable number
        of
        examinations by the medical doctor making the determination of disability
        under
        this Section 5.2, and the Executive hereby authorizes the disclosure and
        release
        to the Employer of such determination and all supporting medical records.
        If the
        Executive is not legally competent, the Executive's legal guardian or duly
        authorized attorney-in-fact will act in the Executive's stead, under this
        Section 5.2, for the purposes of submitting the Executive to the examinations,
        and providing the authorization of disclosure, required under this Section
        5.2.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.3
        DEFINITION OF “FOR GOOD REASON”

      


      For
        purposes of Section 5.1, the phrase “For Good Reason” means any of the
        following: (a) The Employer's material breach of this Agreement; (b) the
        assignment of the Executive without his consent to a position, responsibilities,
        or duties of a materially lesser status or degree of responsibility than
        his
        position, responsibilities, or duties at the Effective Date; or (c) the
        requirement by the employer that the Executive be based anywhere other than
        in
        Dublin, Ireland or Santo Domingo, Dominican Republic.

      


      5.4
        DEFINITION OF “WITH CAUSE”

      


      For
        the
        purposes of Section 5.1, the phrase “With Cause” means any of the following (a)
        Executive is convicted of, pleads guilty to or confesses to any felony, any
        act
        of fraud, misappropriation or embezzelement; (b) Executive willfully refuses
        to
        implement or follow a reasonable and lawful policy or directive of the Employer,
        which breach is not cured within thirty (30) days after written notice to
        the
        Executive from the Employer; or (c) Executive materially breaches any term
        of
        this Agreement which breach is not cured within thirty(30) days after written
        notice to the Executive from the Company.

      


      5.5
        DEFINITION OF “WITHOUT CAUSE”

      


      For
        the
        purposes of Section 5.1, the phrase “Without Cause” means that Executive’s
        employment is terminated by the Company for any reason other than With
        Cause.

       

      5.6
        TERMINATION PAY

      


      Effective
        upon the termination of this Agreement, the Employer will be obligated to
        pay
        the Executive (or, in the event of his death, his designated beneficiary
        as
        defined below) only such compensation as is provided in this Section 5.6,
        and in
        lieu of all other amounts and in settlement and complete release of all claims
        the Executive may have against the Employer. For purposes of this Section
        5.6,
        the Executive's designated beneficiary will be such individual beneficiary
        or
        trust, located at such address, as the Executive may designate by notice
        to the
        Employer from time to time or, if the Executive fails to give notice to the
        Employer of such a beneficiary, the Executive's estate. Notwithstanding the
        preceding sentence, the Employer will have no duty, in any circumstances,
        to
        attempt to open an estate on behalf of the Executive, to determine whether
        any
        beneficiary designated by the Executive is alive or to ascertain the address
        of
        any such beneficiary, to determine the existence of any trust, to determine
        whether any person or entity purporting to act as the Executive's personal
        representative (or the trustee of a trust established by the Executive) is
        duly
        authorized to act in that capacity, or to locate or attempt to locate any
        beneficiary, personal representative, or trustee.

      


      If
        any
        Bonus Plan Compensation is due to Executive under this Section 5.6, then,
        in
        cases where the Executive Bonus Plan is dependent upon the Company’s fiscal year
        end financials, the Company shall pay the Executive Bonus Plan compensation
        within 90 days of the end of the fiscal year, after such amounts have been
        determined.

      


      (A)
        TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If the Executive terminates
        this
        Agreement For Good Reason, the Employer will pay the Executive (i) a lump
        sum
        payment equivalent to a year’s annual salary and (ii) that portion of the
        Executive’s entitlement under the Executive's Bonus Plan as set out in Section
        3(B) for the Fiscal Year in which the termination “For Good Reason” occurs.


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (B)
        TERMINATION UPON DISABILITY. If this Agreement is terminated by either party
        as
        a result of the Executive's Disability, the Employer will pay the Executive
        a
        lump sum payment equivalent to one year’s annual salary of the Executive and his
        entitlements under the Executive Bonus Plan, for the Fiscal Year during which
        the Disability occurs. 

      


      (C)
        TERMINATION UPON DEATH. If this Agreement is terminated because of the
        Executive's death, the Executive will be entitled to receive a lump sum payment
        equivalent to one year’s annual salary and his entitlements under the Executive
        Bonus Plan, for the Fiscal Year during which his death occurs.

      


      (D) TERMINATION
        WITHOUT CAUSE. If the Company terminates this Agreement Without Cause, the
        Employer will pay the Executive (i) a lump sum payment equivalent to a year’s
        annual salary and (ii) that portion of the Executive’s entitlement under the
        Executive's Bonus Plan as set out in Section 3(B) for the Fiscal Year in
        which
        the termination Without Cause occurs. 

      


      (E) Termination
        With Cause. If the Company terminates the Executive’s employment With Cause (or
        the Executive voluntarily terminates his employment other than For Good Reason),
        then the Company shall pay Executive all accrued salary through the date
        of such
        termination.

      


      (F)
        BENEFITS. In all cases, in addition to the amounts set forth above, the
        Executive will receive, as part of his termination pay pursuant to this Section
        5, (i) any payment or other compensation for any vacation, holiday, sick
        leave,
        or other leave unused on the date the notice of termination is given under
        this
        Agreement and (ii) any expense reimbursements owed to Executive under the
        provisions hereof or the Company’s expense reimbursement policies, and (iii) any
        unpaid automobile allowance for the month that the termination
        occurs.

      


      6.
        CONFIDENTIALITY AND NON-DISCLOSURE; TRADE SECRETS

      


      6.1
        ACKNOWLEDGMENTS BY THE EXECUTIVE

      


      The
        Executive acknowledges that (a) during the Employment Period and as a part
        of
        his employment, the Executive will be afforded access to Confidential
        Information; (b) public disclosure of such Confidential Information could
        have
        an adverse effect on the Employer and its business; and (c) the provisions
        of
        this Section 6 are reasonable and necessary to prevent the improper use or
        disclosure of Confidential Information and to provide the Employer with
        exclusive ownership of all Employee inventions.

      


      6.2
        CONFIDENTIALITY; TRADE SECRETS

      


      In
        consideration of the compensation and benefits to be paid or provided to
        the
        Executive by the Employer under this Agreement, the Executive covenants as
        follows:

       

      (i)
        During and following the Employment Period, the Executive will hold in
        confidence the Confidential Information and will not disclose it to any person
        except with the specific prior written consent of the Employer or except
        as
        otherwise expressly permitted by the terms of this Agreement.

      


      (ii)
        Any
        trade secrets of the Employer will be entitled to all of the protections
        and
        benefits under applicable state and federal trade secret law and any other
        applicable law. If any information that the Employer deems to be a trade
        secret
        is found by a court of competent jurisdiction not to be a trade secret for
        purposes of this Agreement, such information will, nevertheless, be considered
        Confidential Information for purposes of this Agreement. The Executive hereby
        waives any requirement that the Employer submits proof of the economic value
        of
        any trade secret or posts a bond or other security.

      


      (iii)
        None of the foregoing obligations and restrictions applies to any part of
        the
        Confidential Information that the Executive demonstrates was or became generally
        available to the public other than as a result of a disclosure by the
        Executive.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.3
        DISPUTES OR CONTROVERSIES

      


      The
        Executive recognizes that should a dispute or controversy arising from or
        relating to this Agreement be submitted for adjudication to any court,
        arbitration panel, or other third party, the preservation of the secrecy
        of
        Confidential Information may be jeopardized. All pleadings, documents,
        testimony, and records relating to any such adjudication will be maintained
        in
        secrecy and will be available for inspection by the Employer, the Executive,
        and
        their respective attorneys and experts, who will agree, in advance and in
        writing, to receive and maintain all such information in secrecy, except
        as may
        be limited by them in writing.

      


      7 MISCELLANEOUS

      


      7.1
        AUTHORITY; APPROVAL BY BOARD OF DIRECTORS

      


      This
        Agreement has been duly authorized and approved by the Company’s Board of
        Directors. The undersigned person executing this Agreement on behalf of the
        Company has been duly authorized by the Company to execute and deliver this
        Agreement. The Company has the requisite corporate power and authority to
        enter
        into and to consummate the transactions contemplated by this Agreement and
        otherwise to carry out its obligations hereunder, including all compensation
        due
        hereunder including the Executive Bonus Plan. The execution and delivery
        of this
        Agreement by the Company and the consummation by it of the transactions
        contemplated hereby have been duly authorized by all necessary action on
        the
        part of the Company and no further action is required by the Company. This
        Agreement constitutes the valid and binding obligation of the Company
        enforceable against the Company in accordance with its terms.

       

      7.2
        WAIVER

      


      The
        rights and remedies of the parties to this Agreement are cumulative and not
        alternative. Neither the failure nor any delay by either party in exercising
        any
        right, power, or privilege under this Agreement will operate as a waiver
        of such
        right, power, or privilege, and no single or partial exercise of any such
        right,
        power, or privilege will preclude any other or further exercise of such right,
        power, or privilege or the exercise of any other right, power, or privilege.
        To
        the maximum extent permitted by applicable law, (a) no claim or right arising
        out of this Agreement can be discharged by one party, in whole or in part,
        by a
        waiver or renunciation of the claim or right unless in writing signed by
        the
        other party; (b) no waiver that may be given by a party will be applicable
        except in the specific instance for which it is given; and (c) no notice
        to or
        demand on one party will be deemed to be a waiver of any obligation of such
        party or of the right of the party giving such notice or demand to take further
        action without notice or demand as provided in this Agreement.

      


      7.3
        BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

      


      This
        Agreement shall inure to the benefit of, and shall be binding upon, the parties
        hereto and their respective successors, assigns, heirs, and legal
        representatives, including any entity with which the Employer may merge or
        consolidate or to which all or substantially all of its assets may be
        transferred. The duties and covenants of the Executive under this Agreement,
        being personal, may not be delegated.

      


      7.4
        ENTIRE AGREEMENT; AMENDMENTS

      


      This
        Agreement and the documents executed in connection herewith contain the entire
        agreement between the parties with respect to the subject matter hereof and
        supersede all prior agreements and understandings, oral or written, between
        the
        parties hereto with respect to the subject matter hereof. This Agreement
        may not
        be amended orally, but only by an agreement in writing signed by the parties
        hereto.

      


      7.5
        GOVERNING LAW

      


      This
        Agreement will be governed by the laws of the State of Nevada without regard
        to
        conflicts of law principles.

      


      7.6
        JURISDICTION

      


      This
        Agreement shall in all respects be interpreted, enforced, and governed by
        and
        under the laws of the State of Nevada without giving effect to its conflicts
        of
        law provisions. The Parties each expressly agree to the appropriateness of
        and
        consent to the venue and jurisdiction of the State of California in the County
        of Orange and all state and federal courts having geographical jurisdiction
        for
        such County as the exclusive forum for the purposes of any action to enforce
        or
        interpret this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.7
        SECTION HEADINGS, CONSTRUCTION

      


      The
        headings of Sections in this Agreement are provided for convenience only
        and
        will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement
        unless otherwise specified. All words used in this Agreement will be construed
        to be of such gender or number as the circumstances require. Unless otherwise
        expressly provided, the word “including” does not limit the preceding words or
        terms.

      


      7.8
        SEVERABILITY

      


      If
        any
        provision of this Agreement is held invalid or unenforceable by any court
        of
        competent jurisdiction, the other provisions of this Agreement will remain
        in
        full force and effect. Any provision of this Agreement held invalid or
        unenforceable only in part or degree will remain in full force and effect
        to the
        extent not held invalid or unenforceable. Time is of the essence in this
        Agreement and every provision hereof.

      


      


      EMPLOYER

      FREESTAR
        TECHNOLOGY CORPORATION

      


      _____________________________                       Dated:__________________________

      Name:____________________________

      Title:_____________________________

      


      


      EXECUTIVE

      CIARAN
        EGAN

      


      _____________________________                      Dated:__________________________

      Ciaran
        Egan