Exhibit 10.2
EMPLOYMENT AGREEMENT
This AGREEMENT made as of
May 1, 2023 (the “Effective Date”), by and between Safe & Green Holdings Corp., having its principal office at 990 Biscayne
Blvd, #501, Office 12, Miami, FL 33132 (hereinafter referred to as the “Company”), and Patricia Kaelin, an individual living
in Henderson, Nevada.
W I T N E S S E T H
WHEREAS, the Company desires
to employ Executive, and Executive desires to be employed by the Company, pursuant to the terms and conditions hereof;
NOW THEREFORE, in consideration
of the premises and of the mutual promises herein contained, the parties hereto agree as follows:
1. EMPLOYMENT.
The Company hereby employs Executive and Executive hereby agrees to be employed by the Company, subject to the terms and conditions hereinafter
set forth.
2. TERM.
Executive’s employment shall commence as of the Effective Date and unless earlier terminated as provided herein, the initial term
of this Agreement will be for a period of two (2) years, commencing on the date of this Agreement (the “Initial Term”); provided
that thereafter this Agreement will be extended for additional one (1) year periods unless, no later than sixty (60) days prior to the
expiration of the Initial Term or any such one (1) year extension period, as the case may be, either the Company or Executive provides
notice to the other of its intent to terminate this Agreement upon the completion of the Initial Term or any such one (1) year extension
period (the period of Executive’s employment by the Company under this Agreement will be referred to as the “Term”).
3. DUTIES.
The Executive shall perform such duties and functions as the Chief Financial Officer of the Company as are determined from time to time
by the Company’s Chief Executive Officer. In the performance of his duties, Executive shall comply with the policies of and be subject
to the reasonable direction of the Board of Directors (the “Board”) of the Company. The Executive agrees to devote her entire
working time, attention and energies to the performance of the business of the Company and of any of its subsidiaries or affiliates by
which he may be employed; and Executive shall not, directly or indirectly, alone or as a member of any partnership, or as an officer,
director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties
or pursuits which interfere with the performance of her duties hereunder, or which, even if non-interfering, may be inimical to or contrary
to the best interests of the Company. Executive’s services shall be performed principally at the Company’s offices in Miami,
Florida.
4.
COMPENSATION. As compensation for the services to be rendered by Executive hereunder,
the Company agrees to pay or cause to be paid to Executive, and Executive agrees to accept, an annual salary of Two Hundred Fifty Thousand
Dollars ($250,000) payable in bi-weekly installments on the 15th and last day of each month, commencing on May 15, 2023. Subject
to Board approval, the Executive shall also be entitled to receive, and the Company shall issue when so approved by the Board and available
for grant under the Company’s Stock Incentive Plan (the “Plan”), a restricted stock grant
(“RSUs”) under the Plan for sixty thousand shares (60,000) shares of the Company’s common stock, vesting quarterly on a pro-rata
basis over the next eighteen (18) months of continuous service.
5. ADDITIONAL
COMPENSATION. The Executive shall be eligible to receive a target annual performance cash bonus of up to 20% of Executive’s
then-base Salary (“Annual Target Bonus”) payable in cash and/or equity, as determined by the Board. Executive’s Annual
Target Bonus is not guaranteed and will be based on the Company’s performance and/or Executive’s individual performance as
determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion. The actual payout for this
award will be calculated based solely on achievement against performance measures approved by the Committee. Each year, specific targets
will be approved by the Committee in the year’s first quarter and communicated to Executive following such approval. Performance
against these goals will be assessed after year end, with payout made no later than March 15 of the year following the year in respect
of which the bonus was earned, subject to Executive’s continued employment through the payment date. In addition, during the Term
of this Agreement, the Board, in its sole discretion, may award additional compensation to Executive other than as specifically provided
by this Agreement.
6. EMPLOYEE
BENEFITS. During the period Executive is employed hereunder, Executive shall be permitted to participate in all group health, hospitalization
and disability insurance programs, pension plans and similar benefits that are now or may become available to similarly situated executives
of the Company. During the period Executive is employed hereunder, Executive shall be entitled to vacations in accordance with the vacation
policy of the Company.
7.
REIMBURSEMENT OF EXPENSES. During the period Executive is employed hereunder, the Company shall reimburse Executive for reasonable
and necessary out-of-pocket expenses advanced or expended by Executive or incurred by her for or on behalf of the Company in connection
with her duties hereunder in accordance with its customary policies and practices; provided, however, that Executive shall
not expend or incur any such expenses, individually or in the aggregate, in excess of Five Hundred Dollars ($500.00) without the prior
approval of the Company.
8. TERMINATION
OF EMPLOYMENT; EFFECT OF TERMINATION.
(a) The
Executive’s employment hereunder may be terminated at any time upon written notice by the Company, upon the occurrence of any of the following
events:
| (i) | the death of Executive; |
| (ii) | the disability of Executive (as defined in paragraph (b)); or |
| (iii) | the determination that there is cause (as hereinafter defined) for such termination upon ten (10) days’
prior written notice to Executive. |
(b) For
purposes hereof, the term “disability” shall mean the inability of Executive, due to illness, accident or any other physical
or mental incapacity, to perform the normal functions of her job for a period of three (3) consecutive months or for a total of six (6)
months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement.
(c) For
purposes hereof, “cause” shall mean and be limited to (i) Executive’s conviction (which, through lapse of time or otherwise,
is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or which constitutes
a felony in the jurisdiction involved; (ii) Executive’s performance of any act or her failure to act, for which if she were prosecuted
and convicted, a crime or offense involving money or property of the Company or its subsidiaries, or which would constitute a felony in
the jurisdiction involved would have occurred, (iii) Executive’s breach of any of the representations, warranties or covenants set forth
in this Agreement, or (iv) Executive’s continuing, repeated, willful failure or refusal to perform her duties required by this Agreement,
provided that Executive shall have first received written notice from the Company stating with specificity the nature of such failure
and refusal and affording Executive an opportunity, as soon as practicable, to correct the acts or omissions complained of. Whether or
not “cause” shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.
(d) The
Executive’s employment hereunder, may also be terminated by the Company at any time upon thirty (30) days prior written notice,
without cause.
(e) In
the event that the Executive’s employment is terminated for cause, Executive will be entitled to only her accrued salary and vacation
time through the termination date and nothing more. In the event the Executive’s employment is terminated by the Company for any
reason other than cause on or after September 30, 2023, Executive shall receive severance equal to one (1) year’s salary and benefits.
9. REPRESENTATIONS
AND AGREEMENTS OF EXECUTIVE. The Executive represents and warrants that she is free to enter into this Agreement and to perform the
duties required hereunder, and that there are no employment contracts, restrictive covenants or other restrictions preventing the performance
of her duties hereunder.
10. NON-COMPETITION.
(a) Executive
agrees that if her employment is terminated for any reason or if she leaves the employ of the Company for any reason, for a period of
one (1) year from the date of such termination of employment, she will not directly or indirectly, as owner, partner, joint venture, stockholder,
employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage in, become financially
interested in, be employed by, render consulting services to, or have any connection with, any business which is competitive with the
business activities of the Company or its subsidiaries (“Competitive Business”), in any geographic area where, during the time
of her employment, the business of the Company or any of its subsidiaries is being or had been conducted in any manner whatsoever, or
hire or attempt to hire for any Competitive Business any employee of the Company or any subsidiary thereof, or solicit, call on or induce
others to solicit or call on, directly or indirectly, any customers or prospective customers of the Company for the purpose of inducing
them to purchase or lease a product or service which may compete with any product or service of the Company; provided, however,
that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and traded but in an
amount not to exceed at any one time one percent of any class of stock or securities of such company.
(b) If
any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent
jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected.
(c) The
Executive declares that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection
of the business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent
jurisdiction, Executive agrees to the reduction of either said territorial or time limitation to such area or period which said court
shall have deemed reasonable.
(d) The
existence of any claim or cause of action by Executive against the Company or any subsidiary other than under this Agreement shall not
constitute a defense to the enforcement by the Company or any subsidiary of the foregoing restrictive covenants, but such claim or cause
of action shall be litigated separately.
11. NON-DISCLOSURE
OF CONFIDENTIAL INFORMATION.
(a) The
Executive shall not, during the term of this Agreement, and at any time following termination of this Agreement, directly or indirectly,
disclose or permit to be known, to any person, firm or corporation, any confidential information acquired by her during the course of
or as an incident to her employment hereunder, relating to the Company or any of its subsidiaries, the directors of the Company or its
subsidiaries, any client of the Company or any of its subsidiaries, or any corporation, partnership or other entity owned or controlled,
directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited
to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary
information, trade secrets, know-how, market studies and forecasts, competitive analyses, the substance of agreements with clients and
others, client lists and any other documents embodying such confidential information.
(b) All
information and documents relating to the Company, its affiliates as hereinabove described (or other business affairs) shall be the exclusive
property of the Company, and Executive shall use her best efforts to prevent any publication or disclosure thereof. Upon termination of
Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential
information, including copies thereof, then in Executive’s possession or control shall be returned and left with the Company.
12. RIGHT
TO INJUNCTION. The Executive recognizes that the services to be rendered by her hereunder are of a special, unique, unusual, extraordinary
and intellectual character involving skill of the highest order and giving them peculiar value, the loss of which cannot be adequately
compensated for in damages. In the event of a breach of this Agreement by Executive, the Company shall be entitled to injunctive relief
or any other legal or equitable remedies. Executive agrees that the Company may recover by appropriate action the amount of the actual
damage caused the Company by any failure, refusal or neglect of Executive to perform her agreements, representations and warranties herein
contained. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise
of any other remedy at law or in equity for the same event or any other event.
13. AMENDMENT
OR ALTERATION. No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both
of the parties hereto.
14. GOVERNING
LAW. All matters concerning the validity, construction, interpretation and performance under this Agreement shall be governed by the
laws of the State of Florida, without giving effect to any conflict of laws principles thereunder.
15. SEVERABILITY.
The holding of any provision of this Agreement to be illegal, invalid or unenforceable by a court of competent jurisdiction shall not
affect any other provision of this Agreement, which shall remain in full force and effect.
16. NOTICES.
Any notice hereunder by either party to the other shall be given in writing by personal delivery or by registered mail, return receipt
requested, addressed, if to the Company, to the attention of the Company’s Chief Executive Officer at the Company’s principal
offices or to such other address as the Company may designate in writing to Executive, and if to Executive, to her most recent home address
on file with the Company. Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by registered mail,
on the date shown on the applicable return receipt.
17. WAIVER
OR BREACH. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach by that same party.
18. ENTIRE
AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof
and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributees,
successors and assigns.
19. ASSIGNMENT.
This Agreement may not be transferred or assigned by either party without the prior written consent of the other party.
20. SURVIVAL.
The termination of Executive’s employment hereunder shall not affect the enforceability of Sections 11 and 12 hereof.
21. FURTHER
ASSURANCES. The parties agree to execute and deliver all such further instruments and take such other and further action as may be
reasonably necessary or appropriate to carry out the provisions of this Agreement.
22. HEADINGS.
The Section headings appearing in this Agreement are for purposes of easy reference and shall not be considered a part of this Agreement
or in any way modify, amend or affect its provisions.
23. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall constitute
one instrument.
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date and year first above written.
| SAFE & GREEN HOLDINGS CORP. |
|
EXECUTIVE: |
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| By: |
/s/ Paul Galvin |
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/s/ Patricia Kaelin |
| |
Paul Galvin |
|
Patricia Kaelin |
| |
Chairman and CEO |
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