ex_1002.htm


    
      

      

    

    
      EXHIBIT
        10.2

       

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

       

      This
        Employment Agreement (“Agreement”), is entered into as of October 11, 2007 (the
“Effective Date”) by and between Location Based Technologies, a Nevada
        Corporation (“Company”), and Joseph Scalisi (“Executive”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        Company is a technology and telecommunications company that has designed
        and
        patented wireless communications products and systems combining advanced
        wireless technology to provide features of location based devices;
        and

       

      WHEREAS,
        Company wishes to assure itself of the services of Executive for the period
        and
        upon the terms and conditions provided in this Agreement; and

       

      WHEREAS,
        Executive is willing to serve in the employ of Company on a full-time basis
        for
        said period and upon the terms and conditions provided in this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        herein, the parties hereto agree as follows:

       

      1.           Employment.

       

      a.           Term
        and Title.  Subject to the terms and conditions of this Agreement,
        Company hereby agrees to employ Executive as President, or in such other
        responsible or additional executive capacity as set forth herein, commencing
        on
        the Effective Date and continuing in full force and effect until the Fifth
        (5)
        anniversary of the Effective Date; provided however, that the term of this
        Agreement shall automatically be extended for additional one-year periods
        unless
        either party provides written notice to the contrary at least 60 days prior
        to
        the end of the term then in effect (“Employment Term”).

       

      b.           Duties
        and Responsibilities.  During the Employment Term, Executive
        agrees to devote his/her working time and attention to the business and affairs
        of Company and to faithfully and efficiently perform all reasonable
        responsibilities and duties commensurate with his/her position in Company
        to the
        best of his/her skill and abilities, in a competent and professional
        manner.  Executive agrees to fulfill such general management duties
        and responsibilities as are consistent with his/her position.  In
        addition, Executive shall serve as a director of the Company without additional
        compensation if elected by the shareholders of the Company.

       

      
        
          
          

        

        
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      c.           Exclusive
        Services.  During the Employment Term, Executive further agrees
        not to engage in any business or perform any services that are competitive
        with
        the business of or services provided by Company or that may be deemed to
        constitute a conflict of interest.  Notwithstanding anything to the
        contrary contained in this Section 1(c), Executive shall not be prohibited
        from
        (i) rendering services to relatives, charitable or community organizations;
        (ii)
        managing his/her personal investments in such manner as to not interfere
        with
        the performance of his/her duties hereunder; or (iii) owning no more
        than  4.99% of the equity securities of a corporation or other
        entity,  whose securities are registered pursuant to Section 12 of the
        Securities Exchange Act of 1934, as amended.

       

      2.           Compensation;
        Benefits.  During the Employment Term, Executive shall be entitled
        to the compensation package and benefits provided below:

       

      a.           Base
        Salary and Stock Compensation.  During the Employment Term, in
        full consideration for the services to be rendered by Executive and in complete
        discharge of Company’s salary obligations hereunder, Company shall pay to
        Executive a base salary (“Base Salary”) of Ten-Thousand dollars ($10,000) per
        month, which amount shall be paid to Executive in accordance with Company’s
        payroll policies as in effect from time to time for senior executives of
        Company, subject to all standard payroll deductions, if any.

       

      b.           Adjustments
        to Base Salary.  The base monthly salary shall be automatically
        increased by $2,500 for each performance deliverable as follows: (i) upon
        completion and FCC approval of the PocketFinder device; (ii) at such time
        as the
        Company receives revenue from initial sales of its products; and, (iii) upon
        attaining 250,000 subscribers.  Executive’s monthly base salary shall
        then be increased by $5,000 upon attaining 500,000 subscribers and by $10,000
        dollars upon attaining the major milestone of 1,000,000
        subscribers.  Monthly salaries will continue to be increased by
        $10,000 dollars upon each additional 500,000 subscribers added above the
        1,000,000-customer base.  Furthermore, monthly salary bases will be
        increased by $10,000 for each country the Company’s products successfully
        achieve cash flow in.

       

      c.           Additional
        Compensation.  In the event that Company is issued FCC approval on
        the Personal Locator, the Executive will receive a bonus of  $100,000
        to be negotiated in Cash or Common Stock (Executive’s choice) to be exercised at
        $1.00 per share equating to 100,000 shares.

       

      d.           Bonus.  Each
        year during the Employment Term, the Company may pay a bonus (the “Bonus”) to
        Executive, which may be part of a general bonus plan established by the
        Board.

       

      e.           Stock
        Incentive Plan/Options for Performance.  Executive shall be
        entitled to participate in the Stock Incentive Plan of the Company on such
        terms
        as the Board of Directors deems appropriate from time to time.

       

      f.           Expenses.  Company
        recognizes that in connection with Executive’s performance of Executive’s duties
        and obligations under this Agreement, Executive shall incur certain expenses
        of
        a business character.  Company shall reimburse Executive for all
        ordinary and reasonable expenses incurred by Executive in connection with
        performance of his/her duties hereunder, provided that Executive submits
        to
        Company substantiation of such expenses.

       

      
        
          
          

        

        
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      g.           Fringe
        Benefits/Insurance.  Executive shall be entitled to participate in
        any and all benefits and perquisites as are generally provided by the Company
        for the benefit of its executive employees including, but not limited to,
        eligibility for participation in any group life, health, dental, vision,
        hospitalization, disability or accident insurance, pension plan, retirement
        savings plan, 401(k) plan, or other such benefit plan or policy which may
        presently be in effect or which may hereafter be adopted by the Company;
        provided, however, that nothing herein contained shall be deemed to require
        the
        Company to adopt or maintain any particular plan or policy, or to preclude
        the
        Company from amending or terminating any plan or policy.

       

      h.           Vacation
        and Holidays.  Executive shall be entitled to 4 weeks paid
        vacation per year.  Executive shall also be entitled to all paid
        holidays given by Company to its employees.

       

      3.           Termination
        of Employment.

       

      a.           Death.  In
        the event of Executive’s death occurring any time during the Employment Term,
        the Agreement shall automatically terminate in which event Company shall
        thereupon be released and discharged of and from all further obligations
        under
        this Agreement except as in Section 4 hereof.

       

      b.           Incapacity.  In
        the event of Executive’s physical or mental disease or disability, to such a
        degree as to render Executive unable to substantially perform all of the
        duties
        and responsibilities with which Executive is then charged for a period of
        180
        consecutive days (“Incapacity”), Company may terminate Executive’s employment
        upon written notice to Executive that he is being terminated for
        Incapacity.  Executive’s termination due to Incapacity shall be
        effective the later of (i) the expiration of the above period of Incapacity
        or
        (ii) 30 days after the date of such notice.

       

      c.           Resignation.  Executive
        may resign his/her current position with Company and thereby terminate his/her
        employment, for any reason by giving Company 90 days advance written
        notice.

       

      d.           Termination
        for Cause.  Notwithstanding anything to the contrary contained in
        this Agreement, Company may, by written notice to Executive, immediately
        terminate Executive’s employment for “Cause.”  For purposes of this
        Agreement, “Cause” shall mean that one of the following events (each, a “Cause
        Event”) shall have occurred after the Effective
        Date:  (i)  Executive’s ongoing material breach of a
        material provision of this Agreement, following written notice of such breach
        from the board of directors of Company and a reasonable period of time to
        cure;
        (ii) chronic alcoholism or any other form of addiction that prevents Executive
        from performing the essential functions of his/her position with a reasonable
        accommodation.

       

      e.           Suspension
        for Cause.  Company may, by written notice to Executive, suspend
        the employment of Executive only for Cause.  If Company exercises such
        right of suspension, Executive’s obligation to render services, but not
        Company’s obligation to pay Executive’s Base Salary, shall be suspended for the
        period of time set forth in the notice; but in no event shall such suspension
        exceed a period of time equal to 3 consecutive months.  Company may,
        in its reasonable discretion by written notice, terminate the employment
        of
        Executive at the expiration of the suspension period.

       

      
        
          
          

        

        
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      f.           Termination
        without Cause.  Any of the following shall constitute a
“termination without cause”:  (i) termination of Executive’s full-time
        employment hereunder for any reason other than set forth in Sections 3(a)
        through (e) above; (ii) failure to elect or re-elect, or appoint or
        re-appointment, Executive as Co-President and Chief Executive Officer of
        the
        Company, unless consented to by Executive; (iii) a material change in
        Executive’s functions, duties or responsibilities with the Company, which change
        would cause Executive’s position to become one of substantially less
        responsibility or scope, unless consented to by the Executive; or (iv) a
        material reduction in benefits or perquisites to Executive from those being
        provided as of the Effective Date, unless consented to by
        Executive.

       

      4.           Rights
        Upon Termination.

       

      a.           Upon
        termination of Executive’s employment pursuant to Section 3(a), (b) or (c)
        hereof, Executive shall receive any salary or monies previously due and owing
        to
        Executive and remaining unpaid; (ii) outstanding reimbursable business expenses;
        (iii) all earned but unused vacation time; (iv) life insurance benefits,
        if
        applicable, and (v) all other benefit entitlements in which Executive is
        a
        participant.

       

      b.           In
        the event Executive’s employment is terminated by Company for Cause pursuant to
        Sections 3d or (e) above, Executive shall be entitled to payment for (i)
        all
        outstanding reimbursable business expenses, (ii) any unpaid Base Salary or
        incentive compensation that has accrued and has been earned for services
        performed by Executive prior to the effective date of the termination, (iii)
        all
        earned but unused vacation time.  Executive shall not be entitled to
        any other payments or compensation.  Company shall be released and
        discharged of and from any further obligation to Executive, except the payment
        of any monies previously due and owing to Executive.

       

      c.           In
        the event Executive’s employment is terminated by Company pursuant to Sections
        3(f) hereof, Company shall pay Executive the Base Salary at least equal to
        the
        salary, including all bonuses and commissions, of the highest paid employee
        of
        the Company and medical benefits through the end of the Employment Term,
        or if
        such termination occurs in the last year of the Employment Term for a period
        of
        two years after the date of termination.  If at any time during such
        period any events occur that would have resulted in increasing the Base Salary
        under the provisions of Section 2(b) if Executive were still employed by
        Company, Executive shall promptly be paid such additional
        amounts.  Executive shall not be entitled to any other payments or
        compensation.  Company shall be released and discharged of and from
        any further obligation to Executive, except the payment of any monies previously
        due and owing to Executive.

       

      d.           Sole
        Obligations of Company.  Company shall have no other contractual
        obligations to Executive upon termination of Executive’s employment for any
        reason, except as explicitly set forth in this Section 4 of this
        Agreement.

       

      
        
          
          

        

        
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      5.           Cooperation
        Following Termination.  Executive agrees that, following notice of
        termination of his/her employment with Company, he/she will cooperate fully
        with
        Company in all matters relating to the completion of her pending work on
        behalf
        of Company and the orderly transition of such work to such other officer
        as
        Company may designate.  Executive further agrees that during and
        following the termination of his/her employment with Company, he will cooperate
        fully with Company as to any and all claims, controversies, disputes or
        complaints over which he has any knowledge other than his or her employment
        relationship with Company; provided, however, Executive will be reimbursed
        by
        Company for any out of pocket expenses incurred pursuant to his/her duties
        under
        this Section 5 and reasonably compensated for his/her time.  Such
        cooperation includes, but is not limited to, providing Company with all
        information known to him/her related to such claims, controversies, disputes
        or
        complaints and appearing and giving testimony in any forum.

       

      6.           Confidential
        Information.

       

      a.           Company
        Information.  Executive acknowledges that during the course of
        employment, Executive will have access to information about Company and that
        Executive’s employment with Company shall bring Executive into close contact
        with proprietary information of Company.  In recognition of the
        foregoing, Executive agrees at all times during and following Executive’s
        employment with Company, to hold in confidence, and not to use, except for
        the
        benefit of Company, or to intentionally disclose to any person, firm,
        corporation or other entity without written authorization of Company, any
        “Confidential Information” of Company which Executive obtains or
        creates.  Executive understands that “Confidential Information” means
        any Company proprietary information, technical data, trade secrets or know-how,
        including, but not limited to, research, product plans, products, services,
        suppliers, customer lists, prices and costs, markets, software, developments,
        inventions, laboratory notebooks, processes, formulas, technology, designs,
        drawing, engineering, hardware configuration information, marketing, licenses,
        finances, budgets or other business information disclosed to Executive by
        Company in writing or by drawings of parts or equipment, or created by Executive
        during the period of Executive ‘s employment (the “Employment Period”) during
        working hours.  Executive understands that “Confidential Information”
includes information pertaining to any aspects of Company’s business which is
        either information not known by actual or potential competitors of Company
        or is
        proprietary information of Company or its customers or suppliers, whether
        of a
        technical nature or otherwise.  Executive further understand that
        Confidential Information does not include any of the foregoing items which
        have
        become publicly known and made generally available through no wrongful act
        of
        Executive.

       

      b.           Third
        Party Information.  Executive recognizes that Company has received
        and in the future will receive confidential or proprietary information from
        third parties subject to a duty on Company’s part to maintain the
        confidentiality of such information and to use such information only for
        certain
        limited purposes.  Executive agrees to hold all such confidential or
        proprietary information in confidence and not to intentionally disclose it
        to
        any person, firm or corporation or to use it except as necessary in carrying
        out
        my work for Company consistent with Company’s agreement with such third
        party.

       

      
        
          
          

        

        
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      7.           Inventions.

       

      a.           Inventions
        Retained and Licensed.  Executive represents and warrants to
        Company that there are no inventions, original works of authorship,
        developments, improvements, or trade secrets which were made by Executive
        prior
        to the commencement of his/her employment with the Company under this Agreement
        (collectively, “Prior Invention(s)”), which belong solely to Executive or belong
        to Executive jointly with another, which relate in any way to any of Company’s
        proposed businesses, products or research and development, and which are
        not
        assigned to Company hereunder.  If, in the course of the Employment
        Period, Executive incorporates into a Company product, process or machine
        a
        Prior Invention owned by Executive, Company is hereby granted and shall have
        a
        non-exclusive, non-royalty-based, license to make, have made, copy, modify,
        make
        derivative works of, use, sell and otherwise distribute such Prior Invention
        as
        part of or in connection with such Company product, process or
        machine.

       

      b.           Assignment
        of Inventions.  Executive agrees that Executive will promptly make
        full written disclosure to Company, will hold in trust for the right and
        benefit
        of Company, and hereby assigns to Company, or its designee, all rights, title
        and interests throughout the world in and to any and all inventions, original
        works of authorship, developments, concepts, know-how, improvements or trade
        secrets, whether or not patentable or registrable under copyright or similar
        laws, which Executive may solely or jointly conceive or develop or reduce
        to
        practice, or cause to be conceived or developed or reduced to practice during
        the Employment Period that (i) relate at the time of conception or development
        to the actual or demonstrably proposed business or research and development
        activities of Company; (ii) result from or relate to any work performed for
        Company during normal business hours; and (iii) are developed through the
        use of
        Confidential Information (collectively, “Inventions”).  Executive
        further acknowledges that all Inventions, which are made by Executive (solely
        or
        jointly with others) within the scope of and during the period of Executive’s
        employment with Company, are “works made for hire” and are compensated by the
        Base Salary, unless regulated otherwise by a separate agreement between the
        “Company” and the “Executive”.

       

      c.           Inventions
        on Executive’s Own Time.  The provisions of Section 7(a) and 7(b)
        above do not apply to any invention which qualifies fully under the provisions
        of California Labor Code §2870, which provides as follows:§ 2870 - Invention on
        Own time - Exemption from Agreement

       

      (1)           Any
        provision in an employment agreement which provides that an Executive shall
        assign, or offer to assign, any of his or her rights in an invention to his
        or
        her employer shall not apply to an invention that the Executive developed
        entirely on his or her own time without using the employer’s equipment,
        supplies, facilities, or trade secret information except for those inventions
        that either (i) relate at the time of conception or reduction to practice
        of the
        invention to the employer’s business, or actual or demonstrably anticipated
        research or development of the employer; or (ii) result from any work performed
        by the Executive for the employer.

       

      (2)           To
        the extent a provision in an employment agreement purports to require an
        Executive to assign an invention otherwise excluded from being required to
        be
        assigned under subdivision (a) of Section 2870, the provision is against
        the
        public policy of this state and is unenforceable.

       

      
        
          
          

        

        
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      d.           Patent
        and Copyright Rights.  Executive agrees to assist Company, or its
        designee, at Company’s expense, in every reasonable way to secure Company’s
        rights in the Inventions and any copyrights, patents, trademarks, mask work
        rights, moral rights, or other intellectual property rights relating thereto
        in
        any and all countries, including the disclosure to Company of all pertinent
        information and data with respect thereto, the execution of all applications,
        specifications, oaths, assignments, recordations, and all other instruments
        which are necessary in order to apply for, obtain, maintain and transfer
        such
        rights and in order to assign and convey to Company, its successors, assigns
        and
        nominees the sole and exclusive rights, title and interest in and to such
        Inventions, and any copyrights, patents, mask work rights, or other intellectual
        property rights relating thereto.

       

      8.           Return
        of Company Documents.  Executive agree that, at the time of
        termination of employment with Company for any reason, Executive will deliver
        to
        Company (and will not keep in my possession, recreate or deliver to anyone
        else)
        any and all Confidential Information and all other documents, materials,
        information or property belonging to Company, its successors or
        assigns.  Executive further agrees that any property situated on
        Company’s premises and owned by Company, including disks and other storage
        media, filing cabinets or other work areas, is subject to inspection by Company
        personnel at any time with or without notice.

       

      9.           Injunctive
        Relief.  Executive expressly acknowledge that any breach or
        threatened breach of any of the terms and/or conditions set forth in Sections
        6
        and 7 of this Agreement will result in substantial, continuing and irreparable
        injury to Company.  Therefore, Executive hereby agrees that, in
        addition to any other remedy that may be available to Company, Company shall
        be
        entitled to injunctive relief, specific performance or other equitable relief
        by
        a court of appropriate jurisdiction in the event of any breach of threatened
        breach of the terms of this Agreement.

       

      10.           Miscellaneous.

       

      a.           Governing
        Law.  This Agreement is deemed to be entered into and performed in
        Orange County, California.  Except as otherwise explicitly noted, this
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California, without giving effect to the conflict of law rules of
        California.  The parties hereby submit to the exclusive jurisdiction
        of the state of California in connection with any dispute arising from or
        related to this Agreement, and Orange County shall be the sole venue
        therefore.

       

      b.           Modifications
        and Amendments.  This Agreement may be modified or amended only by
        a written instrument executed by the parties hereto and approved in writing
        by a
        duly authorized officer of Company and signed by the Executive
        impacted.  No modification or amendment shall be effective absent such
        approval.

       

      
        
          
          

        

        
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      c.           Independence
        and Severability.  Each of the rights enumerated above shall be
        independent of the others and shall be in addition to and not in lieu of
        any
        other rights and remedies available to Company at law or in
        equity.  If any of the covenants contained herein or any part of any
        of them is hereafter construed or adjudicated to be invalid or unenforceable,
        the same shall not affect the remainder of the covenant or covenants or rights
        or remedies which shall be given full effect without regard to the invalid
        portions.  If any of the covenants contained herein are held to be
        invalid or unenforceable because of the duration of such provision or the
        area
        or scope covered thereby, Executive agrees that the court or arbitrator making
        such determination shall have the power to reduce the duration, scope and/or
        area of such provision and in its reduced form said provision shall then
        be
        enforceable.

       

      d.           Notice.  For
        the purpose of this Agreement, notices and all other communications provided
        for
        in this Agreement shall be in writing and shall be deemed to have been duly
        given as of the date if delivered in person or by telecopy, on the next business
        day, if sent by a nationally recognized overnight courier service, and on
        the
        third business day if mailed by registered mail, return receipt requested,
        postage prepaid, and if addressed to the Company then at its principal place
        of
        business, or if addressed to Executive, then his/her last known address on
        file
        with the Company.

       

      e.           Waiver.  The
        observation or performance of any condition or obligation imposed upon Executive
        hereunder may be waived only upon the written consent of Company and the
        Executive.  Such waiver shall be limited to the terms thereof and
        shall not constitute a waiver of any other condition or obligation of Executive
        under this Agreement.

       

      f.           Assignment.  This
        Agreement is personal to Executive and shall not be assigned by
        him/her.  Company may assign its rights hereunder to (a) any
        corporation or other legal entity resulting from any merger, consolidation
        or
        other reorganization to which Company is a party or (b) any corporation,
        partnership, association or other legal entity or person to which Company
        may
        transfer all or substantially all of the assets and business of Company existing
        at such time.  All of the terms and provisions of this Agreement shall
        be binding upon and shall inure to the benefit of and be enforceable by the
        parties hereto and their respective successors and permitted
        assigns.

       

      g.           Headings.  The
        headings have been inserted for convenience only and are not to be considered
        when construing the provisions of this Agreement.

       

      h.           Counterparts.  This
        Agreement may be executed in one or more counterparts and transmitted by
        facsimile, a copy of which shall constitute an original and each of which,
        when
        taken together, shall constitute one and the same agreement.

       

      i.           Survival
        of Provisions.  Notwithstanding anything to the contrary in this
        Agreement, Sections 5, 6, 7, 8, 9 and 10 of this Agreement shall survive
        the
        termination of this Agreement for the period of time so specified or implied
        in
        such Sections, respectively.

       

      j.           Arbitration.  Any
        controversy, dispute or claim of any nature whatsoever involving Company
        and
        Executive or Executive’s spouse or family, including without limitation any
        claims arising out of, in connection with, or in relation to this Agreement
        or
        Executive’s employment with Company, any claims of unlawful discrimination,
        sexual harassment or wrongful termination, and any issues of arbitrability
        of
        any such disputes, will be resolved by final and binding arbitration before
        the
        American Arbitration Association in Orange County, California, in accordance
        with its employee arbitration rules.

       

      
        
          
          

        

        
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      k.           Entire
        Agreement.  This Agreement constitutes the entire understanding
        between the parties hereto in respect of the employment of Executive by Company,
        superseding all negotiations, prior discussions, prior written, implied and
        oral
        agreements, preliminary agreements and understandings with Company or any
        of its
        officers, employees or agents.

       

      IN
        WITNESS WHEREOF, this Agreement is executed and agreed to as of October 11,
        2007.

       

       

    

    EXECUTIVE

     

    
      
        	
                /s/
                  Joseph Scalisi

              	 	 	
                 

              	 
	
                
                  Joseph
                    Scalisi

                

              	 	 	
                 

              	 


      

       

       

      LOCATION
        BASED TECHNOLOGIES

       

      
        
          	
                  
                    /s/
                      David
                      Morse

                  

                	 	 	
                   

                	 
	
                  David
                    Morse

                	 	 	
                   

                	 
	
                  Chief
                    Executive Officer and Co-President

                	 	 	
                   

                	 


        

         

        
          
            	
                    /s/
                      Desiree Mejia

                  	 	 	
                     

                  	 
	
                    Desiree
                      Mejia

                  	 	 	
                     

                  	 
	
                    Chief
                      Operations Officer

                  	 	 	
                     

                  	 


          

        

      

                                        

       

       

      9