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Exhibit 10.2


 


	 	 	EMPLOYMENT AGREEMENT
	 	 	(“Agreement”)
	 	 	 
	dated	 	March 31, 2022
	 	 	 
	between	 	senseFly SA
	 	 	Route de Genève 38
	 	 	1033 Cheseaux-Lausanne
	 	 	(“Company”)
	 	 	 
	and	 	Michael O’Sullivan
	 	 	Chemin du Grand Pin 2A

1802 Corseaux
	 	 	 
	 	 	(“Employee”)
	 	 	 
	 	 	(the Company and the Employee together the “Parties”, each a “Party”)
	 	 	(the Company and its direct and indirect affiliates (i.e. any entity which, directly or indirectly, controls, or is controlled by, or is un-der common control with such entity) from time to time the “Group”, each a “Group Company”)


 






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		1	Commencement Date



 


This Agreement enters into force on March 31, 2022
and replaces any former employment contract between the Parties.


 


There is no probation period.


 


For the calculation of years of service, 1 October
2019 will be considered the start date of the employment.


 


The Employee confirms not to be in any contractual
relationship with the Company or any of its affiliates except for the present Agreement.


 


		2	Function and Duties



 


The Employee is employed as Chief Commercial Officer
of the Group. His duties and responsibilities are governed by the organizational regulations of the Company and the Group as well as the
directives received by the Company and the Group.


 


The Employee’s role and responsibilities will
be aligned with local market conditions and reviewed annually, and the exact key performance indicators will be finalized within 30 days
after signing this Agreement.


 


The Employee reports to the Chief Executive Officer
of the Group.


 


The Employee shall perform his tasks with due care
and preserve the best interests of the Company and the Group. The Employee shall use his entire work effort and working time for the benefit
of the Company and the Group. Every paid or unpaid outside activity requires the Company’s prior written approval. However, this
limitation shall not be construed as preventing the Employee from serving on the board of directors of any corporation that is not competing
(provided that the Employee has informed the Company of his intention to so serve and that the Company has not objected thereto within
twenty (20) days of its receipt of his notice).


 


The Employee acknowledges and agrees that, as an employee
of the Company, he will comply with all laws and regulations, as well as rules, policies and procedures of the Company and the Group as
may be in effect from time to time.


 


		3	Working Time



 


The ordinary weekly working time is 42 hours (100%
employment). Due to the Employee’s position, the performance of additional hours (overtime /excess time) is expected. Compensation
for such additional hours is included in the Employee’s fixed salary.


 






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		4	Vacation and Public Holidays



 


The Employee is entitled to 25 vacation days per calendar
year. The vacation days granted last will be taken first. Furthermore, the official public holidays of the Canton of Vaud apply.


 


		5	Place of Work



 


The Employee’s ordinary place of work is at
the Company’s seat. However, the Employee may be required to undertake substantial travel as well as to work from different locations
in Switzerland and abroad for longer periods of time to which the Employee herewith explicitly agrees.


 


		6	Salary



 


The Employee shall receive a base salary of CHF 250’000
gross per year, payable in twelve monthly instalments, less all applicable deductions (sec. 11).


 


		7	Annual Cash Bonus



 


The Employee is eligible to an annual cash bonus amounting
to maximum 30% of the Employee’s annual base salary and will be rendered by the Company.


 


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 Company’s board of directors shall
review the Employee’s performance annually, and the Company’s board of directors, in its sole discretion, may revise the Employee’s
compensation package.


 


		8	Compensation rendered by AgEagle Aerial Systems Inc.



 


		8.1	Annual RSU Award



 


The Employee is eligible to an annual RSU award, amounting
to maximum the equivalent to CHF 150’000, the exact amount determined by the Board of AgEagle Aerial Systems Inc. in its good faith
discretion.


 


Such grant of RSUs shall be subject to the terms of
an RSU grant agreement with AgEagle Aerial Systems Inc. and, at AgEagle Aerial Systems Inc.’s election, either subject to, or not
subject to, the 2017 Omnibus Equity Incentive Plan of AgEagle Aerial Systems Inc. (the “Equity Plan”). Such goals for a given
calendar year will be established by the Chief Executive Officer and the Board of AgEagle Aerial Systems Inc, in consultation with the
Employee.


 


The RSU bonus is subject to the Employee’s continued
employment with the Company through the end of the calendar year for which the bonus is being paid.


 






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		8.2	Options



 


As a member of the C-Suite of AgEagle Group, the Employee
is also to be awarded 10’000 shares of Nonqualified Stock Options quarterly. The options will be subject to the terms of the Equity
Plan of AgEagle Aerial Systems Inc., including governing law and jurisdiction clauses, 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.


 


The
options will be subject to the Employee’s continued employment with the Company through the applicable vesting date or event,
as well as his execution of and continued compliance with the Confidentiality Agreement and applicable option award agreements under the
terms of the Equity Plan.


 


		8.3	One-time Retention Bonus



 


The Employee shall be eligible to receive a retention
bonus for 2022, comprised of CHF 87’500 gross and Restricted Stock Units (RSUs) equal to CHF 87’500 gross. Half of the RSUs
(43’750) were/will be granted shortly after signing of the offer letter and this Agreement, the remaining RSUs (43’750) will
vest and the cash amount (CHF 87’500) will be paid coincidently with the anniversary of the SenseFly
acquisition.


 


		9	Other Payments



 


Potential other payments, which the Company or any
other Group Company renders in addition to the fixed salary, are always made on a voluntary basis and at the Company’s or the respective
Group Company’s (as applicable) discretion. The Employee is not entitled to respective payments and any such payments rendered in
the past do not entitle the Employee to any payments in the future.


 


		10	Expenses



 


The Company shall reimburse the Employee for expenses
incurred in the due fulfillment of the Employee’s duties, as evidenced by respective receipts. Any expenses in excess of CHF 1’000
need to be pre-approved by the Company’s board of directors. Reimbursements are paid monthly.


 


		11	Deductions and Contributions



 


All payments and benefits in kind rendered under this
Agreement shall be understood as gross amounts, from which the employee contributions to domestic and foreign social security institutions,
pension schemes and insurances, as prescribed by law, regulations or agreements, will be deducted before payout. Moreover, domestic and
foreign withholding taxes to be borne by the Employee will be deducted, if applicable.


 






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		12	Pension Fund



 


With regard to pension funds (BVG), the pension fund
regulations applicable to the Company apply in their respective version as amended from time to time.


 


		13	Intellectual Property Rights



 


All computer-programs, inventions,
designs, creations, data, findings, works, methods, documents and the like which the Employee solely or jointly with others, makes, conceives
or contributes to during his activities under his employment agreement (collectively the “Work Results”) belong exclusively
to the Company, regardless of whether or not they are protected under applicable laws and regulations. To the extent the rights in any
Work Results do not already vest in the Company by virtue of art. 332 para. 1 of the Swiss Code of Obligations or art. 17 of the Swiss
Copyright Act, the Employee hereby assigns and transfers any and all rights to and in connection with the Work Results to the Company.
The Company is free to exploit, change, modify and use the Work Results at its own discretion without referring to the Employee as the
creator or author of the Work Results. Subject only to art. 332 para. 4 CO, the Employee is not entitled to any additional remuneration
for the Work Results and the assignment of his rights therein.


 


During and after the term of his
employment, if reasonably required, the Employee will support the Company in the process of patenting inventions or registering other
intellectual property rights in the Work Results.


 


		14	Sickness and Accidents



 


Regarding insurances, the terms stated on Annex
1 to this Agreement apply.


 


If the Employee is ill or unable to perform work for
any other reason, he shall be obliged to inform the Company thereof before 9:00 a.m. on the first day of absence.


 


If the Employee is unable to work due to illness or
an accident, which exceeds three working days, a medical certificate from the Employee’s doctor must be provided to the Company.
The Company has the right to request a medical certificate already at an earlier date and has the right to have the Employee examined
by a doctor of its choice.


 


		15	Termination



 


This Agreement can be terminated by either Party subject
to a notice period of 3 months as to any date (i.e. not necessarily to the end of a calendar month).


 


The Company has the right to release the Employee
from work for the whole or part of the notice period (garden leave). With the initiation of garden leave, all entitlements to potential
variable pay will end. Furthermore, all untaken vacation entitlements, if any, will be considered as duly compensated in case of garden
leave. In case of garden leave, the Employee shall make efforts to find a new, non-competing employment or to take up a new, non-competing
self-employment respectively. Upon request of the Company, the Employee shall present his respective efforts made. The Employee shall
inform the Company of a new employment or self-employment immediately. The respective income derived from such employment will be set-off
against the Company’s payment obligations.


 






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		16	Severance



 


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 the Employee with Severance
Benefits (defined below), conditioned on (i) the Employee’s continued compliance in all material respects with his continuing obligations
to the Company and the Group, including, without limitation, the terms of this Agreement and of the Confidentiality Agreement that survive
termination of the Employee’s employment with the Company, and (ii) the Employee’s signing (without revoking if such right
is provided under applicable law) a separation agreement with a re-stated non-compete undertaking and a general release in a form provided
to the Employee by the Company on or about the date of the Employee’s termination of employment (the “Separation Agreement”).
The “Severance Benefits” shall consist of (i) 3 months of the Employee’s base salary after the end of the employment,
i.e. after the notice period is completed, paid in the form of salary continuation, in accordance with the terms of the Separation Agreement;
and (ii) a grant of fully-vested restricted shares of common stock of AgEagle Aerial Systems Inc. with a fair market value of USD 150’000
on the date of the Employee’s termination of employment, pursuant to the terms of, and effective on the effective date of, the Separation
Agreement.


 


As used herein, “Good Reason” means (i)
a material diminution in the Employee’s duties, responsibilities, and authority, associated with the Employee’s position as
Chief Commercial Officer of the Group, (ii) a substantive reduction in the Employee’s compensation or benefits hereunder, or (iii)
requiring the Employee to relocate his principal place of performance of his duties. Notwithstanding the above, no termination of employment
shall constitute a termination for Good Reason unless the Employee provides 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.


 


		17	Return of Items and Documents



 


Upon the Company’s first request, but at the
latest at the end of the employment or the start of the garden leave, the Employee shall return to the Company all (physical and electronic)
items, documents, correspondence, drafts and notes concerning the Company and/or the Group. There is no right of retention. The Employee
is not entitled to keep copies. Where copies cannot be returned for technical reasons (for instance digital copies, data carriers or similar),
they must be permanently deleted and the permanent deletion shall be confirmed by the Employee in writing.


 






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		18	Confidentiality



 


During the employment as well as thereafter, the Employee
shall keep this Agreement and its content as well as all business affairs, documents and information of (and about) the Company and the
Group, in particular trade and business secrets, strictly confidential. The Employee is not permitted to use such information for any
purpose other than the proper fulfilment of this Agreement (prohibition to exploit).


 


		19	Non-Compete and Non-Solicit Obligation



 


The Employee hereby undertakes not to, during the
employment as well as for a period of twelve months years following the end date of the employment, in Switzerland, the US and all other
territories the Group is active directly or indirectly, be it as principal, employee, consultant or otherwise


 


		i)	compete with the Company or any other Group Company in any way or conduct any preparatory activities for
a later competition or solicitation;



 


		ii)	work or be active for, invest in, or lend money to, any company directly or indirectly competing with
the Company or any other Group Company (other than investments in a listed company not exceeding 5% of its economic participation or voting
rights);



 


		iii)	solicit or entice away any employee, customer, supplier or other business partner of the Company or any
other Group Company or discourage any person from doing business with the Company and/or any other Group Company; or



 


		iv)	conduct any preparatory activities regarding, assist any person or entity in doing, or facilitate, any
of the above.



 


The Employee undertakes to immediately notify the
Company in case the Employee is contacted by a third party with respect to a potential employment or other activity that may be competing
with the Company or a Group Company. Upon request of the Company, the Employee shall provide the Company with all information and documents
that may reasonably be of assistance to the Company to protect its rights.


 


The Employee hereby undertakes to pay a contractual
penalty of an amount corresponding to six monthly base salaries to the Company in case of each breach of the non-compete/non-solicit obligation.
In the event of a continued breach, the Employee shall pay an additional contractual penalty equal to one monthly base salary for every
started month of continued breach. Payment of a contractual penalty does not release the Employee from adhering to the non-compete/non-solicit
obligation. Further, the Company has the right to claim compensation for any damage caused by the Employee to the Company or any other
Group Company and to request specific performance (Realexekution).


 


The Employee hereby expressly acknowledges that it
is permitted and proportionate for the Company and/or any other Group Company to request an injunction ((super)provisorische
Massnahme) to enforce the confidentiality obligation and/or the non-compete/non-solicit obligation.


 






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		20	Regulations



 


The Company’s and Group’s regulations
in their respective applicable version (as amended from time to time) are directives within the meaning of article 321d of the Swiss Code
of Obligations and the Employee is obliged to comply with them.


 


		21	Miscellaneous



 


This Agreement (including the documents it refers
to) constitutes the entire understanding between the Parties relating to the employment relationship; there are no oral or other ancillary
agreements. Changes and amendments to this Agreement (including this sec. 21) are only valid in writing.


 


The Employee accepts that the Company may store, transfer,
process and delete all data relating to the Employee and that the Company has the right to transfer any data relating to the Employee
to other Group companies within Switzerland and abroad.


 


		22	Governing Law and Jurisdiction



 


This Agreement shall be governed by the substantive
laws of Switzerland (excluding its rules on conflict of laws).


 


Venue for any dispute arising from this Agreement
shall be the courts according to article 34 of the Swiss Civil Procedural Code.


 


Signatures on next page


 






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This Agreement is made on the date set forth on the
cover page of this Agreement.


 


	The Company:
	 	 
		 
	Nicole Fernandez-McGovern
 CFO & EVP of Operations	 
	The Employee:
	 	 
		 
	Michael O’Sullivan	 



 






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ANNEX 1 - INSURANCE (AS A GUIDE)


 


		a.	Accident insurance. The Employee will be insured, in accordance with the Federal law on accident
insurance (LAA) of March 20, 1981, against accidents and professional diseases and non-professional accidents. The premiums for the insurance
against accidents and professional diseases will be the sole responsibility of the Employer. Those of the insurance against non-professional
accidents the responsibility of the Employee. The premiums having to be borne by the Employee will be deducted by the Employer from the
Employee’s gross salary.



 


In the event of temporary incapacity for
work, the services cover 90% of the salary of the Employee from the 3rd day of incapacity, during the 1st and 2nd
day of incapacity the salary is maintained at 100%,. (Cf. General conditions Vaudoise Insurance).


 


		b.	Additional accident insurance. In case of disability, a capital of 3 times the annual LAA salary
(capped gross salary) with progression B will be allocated in proportion to the degree of invalidity decided by the AI. In case of death
a capital of 2 times the annual LAA salary will be allocated. (Cf. General conditions Vaudoise Insurance).



 


		c.	Loss of earnings in case of illness insurance. The Employer covers the financial consequences of
an incapacity for work of the Employee in case of illness.



 


The insured salary is 90% of the capped
annual salary, for a maximum period of 730 days, from the 31st days of illness. During this 30-day waiting period, the salary
will be 100% maintained from the 1st to the 7th days of illness, then 80% from the 8th to the 30th
days of illness (Cf. General conditions Vaudoise Insurance).


 


		d.	Occupational Insurance. If the annual salary exceeds the LPP entry threshold, the Employee will
be insured according to the occupational insurance plan agreed by the Employer. The Employee’s share (40%) will be deducted by the
Employer from the Employee’s gross salary. The Employer’s share is about 60%. The maximum co-ordinated salary is CHF 200’000
- gross annual. (Cf. General conditions Groupe Mutuel).



 


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