Exhibit 10.2 


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


 


This Executive Employment Agreement (the "Agreement") dated
November 21, 2014 by and between Safety Quick Lighting & Fans Corp., a corporation duly organized under the laws of
the state of Florida (together with its subsidiaries and predecessor companies hereinafter referred to as the "Company")
and John P. Campi, a resident of the state of Georgia (hereinafter referred to as the "Executive").


 


 


NOW, THEREFORE, the parties hereto agree as follows:


 


1. Employment. Company hereby agrees to employ Executive
as its Chief Executive Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement,
and the terms of employment applicable to regular employees of Company.


 


2. Duties of Executive. The duties of Executive shall
include the performance of all of the duties typical of the office held by Executive as described in the bylaws of the
Company and such other duties and projects as may be assigned by the board of directors of the Company, if any. Executive
shall perform all duties in a professional, ethical and businesslike manner. Executive will devote the time required by the
board to manage necessary company affairs. This may require full time attention during peak levels of activity to accomplish.
Executive shall perform such duties principally from the Company’s offices in Atlanta, Georgia, subject to such
reasonable travel as may be required. With the exception of those listed on Exhibit A, during the term of this Agreement,
Executive's direct or indirect engagement in any other businesses or concerns in any capacity, either with or
without compensation will require prior written consent of Company. This consent will not be unreasonably withheld.


 


3. Compensation.Executive shall be paid compensation
during the term of this Agreement as follows:


 


a) A base salary of one hundred and two thousand
dollars per year, payable in installments according to the Company's regular payroll schedule. The base salary shall be
reviewed at the end of each year of service and adjusted by the Company's Board of Directors at its sole discretion.


 


b) A sign-on bonus of seven hundred and fifty thousand
(750,000) shares of the Company's common stock (“Sign-on Bonus”) to vest as follows: (these shares will be issued
from (source)_ at a price of $xxx.


 


· 250,000 shares after the first six months of
employment,


· 500,000 shares on December 31, 2015,








 


c)An “Incentive Compensation” with cash and stock option
components equal to:


 


Cash: 


 


(i) One-half of one-percent (0.005%) of the first
$20,000,000 (twenty million dollars) of the Company's annual gross revenue (as defined below) plus one quarter of one percent
of revenue above the first $20,000,000:


 


Gross RevenueIncentive Compensation Rate


Up to $20,000,0000.0050 = $100,000.00


Over $20,000,0000.0025


 


 


 


 


 



    	 	1	 



    	 



    

and


 


(ii) Three percent (3%) of the Company's annual net
income (as defined below)


 


For the purposes of this Agreement, the following definitions
of terms shall apply:


 


Gross Revenue shall mean gross sales less any returns and discounts.


 


Net Income: shall mean Gross Revenue less cost of manufacturing and transportation
to port, selling costs, GE license fee, all operating and financing costs, bank fees, depreciation, amortization and federal,
state and local income taxes.


 


Options: 


 


(i) Options to purchase shares of the Company's common stock equal to one half of one percent
(0.005) of quarterly net income, the strike prices of which will be determined at the time of granting. Such options shall expire
five years from grant and can be exercised after twelve months from date of issuance.


 


Payments of the cash components of the incentive
compensation shall be made within thirty (30) days after the Company's independent auditor (“Auditor”) has
completed its annual audit (“Audit”) for each applicable year. If the Audit in any applicable year has not been
completed within one-hundred and five (105) days (“Audit Date”) after the end of the Company’s fiscal year,
then the Company shall make a preliminary payment equal to fifty percent (50%) of the estimated amount due based upon the
preliminary adjusted net profits determined by the Auditor, and the payment of the balance, if any, paid with 48 hours
following completion of the Audit. In the event it is determined that the preliminary payment is greater than the amount of
cash incentive compensation due Executive based on the final Audit results, Executive shall return such excess amount of cash
incentive compensation paid to the Company within 48 hours following the completion of the Audit.


 


4.Benefits.


 


a) Vacation.
Executive shall be entitled to five (5) weeks paid vacation days each year.


 


b) Sick Leave. Executive shall be entitled
to sick leave and emergency leave according to the regular policies and procedures of Company. Additional sick leave or
emergency leave over and above paid leave provided by the Company, if any, shall be unpaid and shall be granted at the
discretion of the board of directors.


 


c) Medical and Group Life Insurance. In the
event the Company offers such a plan, Company agrees to include Executive, at the Executive's option, in a group medical and
hospital insurance plan the Company may offer during this Agreement. Executive shall be responsible for payment of any
federal or state income tax imposed upon these benefits. The offering of a group medical and hospital insurance plan is at
the discretion of the Company and NOT a condition of employment by the Executive.


 


d) Expense Reimbursement. Executive shall be
entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the
performance of Executive's duties. Executive will maintain records and written receipts as required by the Company policy and
reasonably requested by the board of directors to substantiate such expenses.


 


5.Initial Term. The term of this Agreement shall, upon commencement, continue
in effect until December 31, 2015 (the "Initial Tern"). Following the expiration of the Initial Term, the Agreement
shall be renewed upon the mutual agreement of Executive and Company at least thirty (30) days in advance of expiration of the
Initial Term.


 


 



    	 	2	 



    	 



    




6.Termination


 


a)The Company may terminate Executive for cause. Cause shall be defined
as:


 


(i) An act of fraud, embezzlement, theft or neglect of
or refusal to substantially perform the duties of Executive's employment which is materially injurious to the financial
condition or business reputation of the Company;


 







(ii) A material violation of this Agreement by
Executive, which is not cured within thirty (30) days after written notice thereof;


 


(iii) Executive's death, disability or incapacity.


 


b)This Agreement and Executive's employment may be
terminated at Company's Board of Directors discretion during the Initial Term, provided that if Executive is terminated
without cause, Company shall pay to Executive an amount equal to six months’ salary, or fifty one thousand dollars
($51,000). In addition, if Executive is terminated without cause, five hundred thousand (500,000) of Executive's Sign-on
Bonus shares, shall immediately vest. In the event of such termination, Executive shall be entitled to the Incentive
Compensation payment and other compensation then in effect, on a prorated basis.


 


c) This Agreement and Executive's employment may be
terminated by the Company's Board of Directors at its discretion at any time after the Initial Term, provided that in such
case, Executive shall be paid fifty percent (50%) of Executive's then applicable annual base salary. In the event of such a
discretionary termination, Executive shall not be entitled to receive any incentive salary payment or any other compensation
then in effect, prorated or otherwise.


 


d) This Agreement may be terminated by Executive at
Executive's discretion by providing at least thirty (30) days prior written notice to Company. In the event of termination by
Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this
Agreement, provided that Company shall pay Executive at the then applicable base salary rate to the termination date included
in Executive's original termination notice.


 


e) In the event Company is acquired, or is the
non-surviving entity in a merger, or sells all or substantially all of its assets, this Agreement, all of the provisions and
rights provided herein shall survive. The Company shall use its best efforts to ensure that the transferee or surviving
company is bound by the provisions of this Agreement and all shares grants will vest immediately.


 


7. Notices. Any notice required by this Agreement or given
in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services;


 


If to Company:


 


Safety Quick Lighting & Fans Corp.


3060 Peachtree Road


Suite 390


Atlanta, GA 30305


 


If to Executive:


 


John P. Campi


5111 Greythorne Lane


Marietta, GA 30068


 


8. Final Agreement. This Agreement supersedes all prior understandings
or agreements on the subject matter hereof. This Agreement may be modified only in writing and that which is duly executed by
both parties.



    	 	3	 



    	 



    




9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.


 


10. Headings. Headings used in this Agreement are
provided for convenience only and shall not be used to construe meaning or intent.


 







11. No Assignment. Neither this Agreement nor any or
interest in this Agreement may be assigned by Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute and sole discretion.


 


12. Severability. If any term of this Agreement is held
by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining
terms, shall remain in full force and effect as if such invalid or unenforceable term had never been included.


 


13. Arbitration. The parties agree that they shall use
their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted in the state of Florida, or such other place as may be
mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall
select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within ten (10)
days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator's
expenses and administrative fees of arbitration.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


******** Signature Page Follows ********




    	 	4	 



    	 



    


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of November 21, 2014.


 


EXECUTIVE


 


 


/s/ John P. Campi


John P. Campi


5111 Greythorne Lane


Marietta, Georgia 30068


 


 


 


SAFETY QUICK LIGHTING & FANS CORP.


3060 Peachtree Road


Suite 390


Atlanta, GA 30305


 


 


/s/ Rani Kohen


Rani Kohen, Chairnan, on behalf of the Company's Board of Directors,
which has reviewed the Agreement and ratified and affirmed such Agreement as represented herein.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	5	 



    	 



    


 


EXHIBIT A


 


 


 





	Genesis Management, LLC	 	- Partner
	 	 	 
	Genesis Consulting Group, Inc.	 	- President
	 	 	 
	Purchasing Power	 	- Broker
	 	 	 
	Weinert Plumbing, Et Al. vs Warner Industries, Inc., Et Al.	 	- Expert Witness



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	6