EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 19th day
of March, 2008, by and between Force Protection, Inc., a Nevada corporation (the
"Company"), and Michael Moody (the "Executive").
WHEREAS, the Executive is willing to continue to serve the Company, and the
Company is willing to continue to employ the Executive, on the terms and
conditions set forth below;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
EMPLOYMENT PERIOD.
THE COMPANY HEREBY
AGREES TO EMPLOY THE EXECUTIVE, AND THE EXECUTIVE HEREBY AGREES TO WORK IN THE
EMPLOY OF THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
FOR THE PERIOD COMMENCING ON MARCH 1, 2008 (THE "EFFECTIVE DATE") AND ENDING ON
THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS IT MAY BE EXTENDED FROM TIME TO
TIME, THE "EMPLOYMENT PERIOD").
ON EACH ANNIVERSARY OF THE EFFECTIVE DATE, THE
EMPLOYMENT PERIOD SHALL BE AUTOMATICALLY EXTENDED FOR A ONE YEAR PERIOD UNLESS
EITHER THE COMPANY OR THE EXECUTIVE SHALL GIVE THE OTHER PARTY NOT LESS THAN
NINETY (90) DAYS PRIOR WRITTEN NOTICE OF THE INTENTION TO NOT EXTEND THIS
AGREEMENT (A "NON-RENEWAL NOTICE").
NOTWITHSTANDING THE FOREGOING, THE
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED EARLIER IN ACCORDANCE WITH
SECTION 3 HEREOF, SUBJECT TO SECTION 4 HEREOF.
2.
TERMS OF EMPLOYMENT.
(A)
POSITION AND DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, THE
EXECUTIVE SHALL SERVE AS CHIEF EXECUTIVE OFFICER REPORTING TO THE COMPANY'S
BOARD OF DIRECTORS (THE "BOARD") WITH THE APPROPRIATE AUTHORITY, DUTIES AND
RESPONSIBILITIES ATTENDANT TO SUCH POSITION AND ANY OTHER DUTIES AND
RESPONSIBILITIES THAT MAY BE ASSIGNED BY THE BOARD THAT ARE NOT INCONSISTENT
WITH THE EXECUTIVE'S POSITION AS CHIEF EXECUTIVE OFFICER.
THE COMPANY SHALL USE
ITS BEST EFFORTS TO CAUSE THE EXECUTIVE TO BE NOMINATED FOR RE-ELECTION TO THE
BOARD DURING THE EMPLOYMENT PERIOD.
(II)
DURING THE EMPLOYMENT PERIOD, AND
EXCLUDING ANY PERIODS OF VACATION AND SICK LEAVE TO WHICH THE EXECUTIVE IS
ENTITLED, THE EXECUTIVE AGREES TO DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS
ATTENTION AND TIME TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND TO USE THE
EXECUTIVE'S BEST EFFORTS TO PERFORM THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES
WITH THE COMPANY.
DURING THE EMPLOYMENT PERIOD IT SHALL NOT BE A VIOLATION OF
THIS AGREEMENT FOR THE EXECUTIVE TO (A) SERVE ON CIVIC, CHARITABLE OR, WITH
PRIOR APPROVAL OF THE BOARD, CORPORATE BOARDS OR COMMITTEES, (B) MANAGE PASSIVE
PERSONAL INVESTMENTS OR (C) PARTICIPATE IN CHARITABLE, CIVIC, EDUCATIONAL,
COMMUNITY OR INDUSTRY AFFAIRS, SO LONG AS SUCH ACTIVITIES IN THE AGGREGATE DO
NOT INTERFERE OR CONFLICT WITH THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AND
RESPONSIBILITIES AS AN EMPLOYEE OF THE
Company in accordance with this Agreement or create a potential business or
fiduciary conflict.
2
(B)
COMPENSATION.
(I)
ANNUAL BASE SALARY.
DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE SHALL RECEIVE A BASE SALARY AT AN ANNUAL RATE
OF NOT LESS THAN $560,000 (BASE SALARY AS DETERMINED FROM TIME TO TIME, THE
"ANNUAL BASE SALARY"), PAYABLE IN ACCORDANCE WITH THE REGULAR PAYROLL PRACTICES
OF