Employment Agreement, dated April 18, 2017, by and between Meridian Waste Solutions, Inc. and Joseph DArelli

Exhibit 10.2

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April 18, 2017 (the “Effective Date”), by and between MERIDIAN WASTE SOLUTIONS, INC., a New York corporation, with offices at 12540 Broadwell Road, Suite 2104, Milton, Georgia 30004 (hereinafter called the “Company”), and JOSEPH D’ARELLI, an individual (the “Employee”). The Company and Employee are also each hereinafter referred to individually as a “Party” and together as the “Parties”

W I T N E S S E T H:

WHEREAS, the Employee is currently employed by the Company as its Chief Financial Officer;

WHEREAS, prior to his current position, the Employee was employed by the Company as a Corporate Comptroller/SEC Compliance Director;

WHEREAS, in connection with Employee’s prior employment with the Company as its Corporate Comptroller/SEC Compliance Director, the Company issued to Employee Three Hundred Thousand (300,000) restricted shares of the Company’s common stock (the “Initial Shares”);

WHEREAS, the Company now desires to employ the Employee to perform services as SEC Compliance Director for the Company, and the Employee desires to perform such services, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

The Company agrees to employ the Employee as the SEC Compliance Director of the Company, and the Employee agrees to serve as the SEC Compliance Director of the Company upon the terms and conditions hereinafter set forth.

The term of this Agreement shall begin on the Effective Date and end on November 30, 2018 (the “Initial Term”). This Agreement is automatically renewable for successive terms of twelve (12) months (each a “Renewal Term”). For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.” This Agreement will automatically renew unless either Party provides the other with written notice of non-renewal at least sixty (60) days before the end of the Term.

(a) Base Salary. Beginning on the Effective Date, the Company agrees to pay the Employee a base salary at the annual rate of Two Hundred Thousand Dollars ($200,000). All salary, bonus, or other compensation payable to the Employee shall be subject to the customary withholding, FICA, medical and other tax and other employment taxes and deductions as required by federal, state and local law with respect to compensation paid by an employer to an employee. The Board of Directors and any committees thereof may perform an annual review of Employee’s salary based on a review of Employee’s performance of his duties and the Company’s other compensation policies. 

(b) Incentive Bonus. In addition to the foregoing salary, Employee shall be eligible for quarterly cash incentive bonuses (each a “Cash Incentive Bonus”) in the amount of up to Twenty Thousand Dollars ($20,000), with such amount to be determined by the Compensation Committee of the Board of Directors of the Company, based on the recommendations of the Chief Executive Officer in evaluating Employee’s performance, taking into account various factors, including the extent to which the Company’s annual report on Form 10-K or quarterly report on Form 10-Q for such period are filed prior to the applicable deadline.

The Employee is hereby employed as SEC Compliance Director of the Company and shall perform the following services in connection with the general business of the Company:

(a)       Duties as SEC Compliance Director. Employee shall have such duties, responsibilities and authority as are commensurate and consistent with the positions of SEC Compliance Director of a company and as may, from time to time, be assigned to him by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the Chief Operating Officer. Employee shall report directly to the Chief Financial Officer. During the Term, Employee shall devote his full business time and efforts to the performance of his duties hereunder, except as may be otherwise authorized by the Board. The Employee will comply and be bound by the Company’s written operating policies, procedures and practices from time to time in effect during Employee’s employment. Employee represents and warrants that he is free to enter into and fully perform this Agreement and the agreements referred to herein without breach of any agreement or contract to which he is a party or by which he is bound.

(b)       Compliance. The Employee hereby agrees to observe and comply with such reasonable rules and regulations of the Company as may be duly adopted from time to time by the Company’s Chief Executive Officer and Board of Directors and otherwise to carry out and perform those orders, directions and policies stated to him from time to time, either as specified in the minutes of the proceedings of the Board of Directors of the Company or otherwise in writing that are reasonably necessary and appropriate to carry out his duties hereunder. Such orders, directions and policies shall be legal and shall be consistent with the Employee’s position SEC Compliance Director.

The Employee agrees to serve the Company faithfully and to the best of his ability and shall devote his full time, attention and energies to the business of the Company during customary business hours, except as may be otherwise authorized by the Board. The Employee agrees to carry out his duties in a competent and professional manner and to at all times promote the best interests of the Company. The Employee shall not, during the Term of his employment hereunder, engage in any other business, whether or not pursued for profit. Nothing contained herein shall be construed as preventing the Employee from investing in any other business or entity which is not in competition with the business of the Company. Nothing contained herein shall be construed as preventing the Employee from (1) engaging in personal business affairs and other personal matters, (2) serving on civic or charitable boards or committees, or (3) serving on the board of directors of companies that do not compete directly or indirectly with the Company, provided however, that none of such activities materially interferes with the performance of his duties under this Agreement and provided further that the Board of Directors approves of each such proposed appointment which approval shall not be unreasonably withheld.

During the Term, Employee shall be entitled to, and the Company shall provide, the following benefits in addition to those specified in Section 3:

(a)        Vacation. The Employee shall be entitled to four (4) weeks’ vacation in each twelve (12) month period during the Term. Vacation may be taken at such time(s) as Employee may determine, provided that such vacation does not interfere with the Company’s business operations. The Employee must use his vacation in any event by May 31 of the year next following the year in which the vacation accrues or such vacation time shall expire. The Employee shall not be entitled to compensation for unused vacation except that, upon termination of his employment and so long as it is consistent with section 7 herein, the Company shall pay to the Employee for all of his accrued, unexpired vacation time. The Employee shall accrue 1.66 vacation days per month beginning on the date hereof.

(b)        Expense Reimbursement. The Company shall reimburse the Employee upon submission of vouchers or receipts for his out-of-pocket expenses for travel, entertainment, meals and the like reasonably incurred by him pursuant to his employment hereunder in accordance with the general policy of the Company as adopted by its Board of Directors from time to time.

(c)        Health Insurance. The Company shall provide the Employee with health insurance in the coverages consistent with those provided to other similarly situated employees of the Company.

(d)        Disability Insurance. If the Company maintains disability insurance, then the Company shall provide a disability policy for the Employee comparable to the policies in force for other similarly situated employees in the Company.

(e)        Other Benefits. The Company shall provide to the Employee the same benefits it makes available to other similarly situated employees of the Company as determined from time to time by the Board of Directors.

(a)         Termination for Cause. The Company shall have the right to terminate the Employee’s employment hereunder:

(1)       For Cause upon such termination, Employee shall have no further duties or obligations under this Agreement (except as provided in Section 8) and the obligations of the Company to Employee shall be as set forth below. For purposes of this Agreement, “Cause” shall mean:

(A) Employee’s indictment or conviction of a felony or any crime involving moral turpitude under federal, state or local law;

(B) Employee’s failure to perform (other than as a result of Employee’s being Disabled), in any material respect, any of his duties or obligations under or in accordance with this Agreement for any reason whatsoever and the Employee fails to cure such failure within ten business days following receipt of notice from the Company;

(C) Employee commits any dishonest, malicious or grossly negligent act which is materially detrimental to the business or reputation of the Company, or the Company’s business relationships, provided, however, that in such event the Company shall give the Employee written notice specifying in reasonable detail the reason for the termination;

(D) Any intentional misapplication by Employee of the Company’s funds or other material assets, or any other act of dishonesty injurious to the Company committed by Employee; or

(E) Employee’s use or possession of any controlled substance or chronic abuse of alcoholic beverages, which use or possession the Board of Directors reasonably determines renders Employee unfit to serve in his capacity as a senior employee of the Company.

In the event the Company terminates the Employee’s employment for cause, then the Employee shall be entitled to receive through the date of termination: (1) his base salary as defined in Section 3(a) hereof; and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.

(b)       Disability. The Company shall have the right to terminate the Employee’s employment hereunder:

(1)        By reason of the Employee’s becoming Disabled for an aggregate period of ninety (90) days in any consecutive three hundred sixty (360) day period (the “Disability Period”).

(A) “Disabled” as used in this Agreement means that, by reason of physical or mental incapacity, Employee shall fail or be unable to substantially perform the essential duties of his employment with or without reasonable accommodation.

(B) In the event Employee is Disabled, during the period of such disability he shall continue to receive his base compensation in the amount set forth in Section 3(a) hereof, which base compensation shall be reduced by the amount of all disability benefits he actually receives under any disability insurance program in place with the Company until the first to occur of (1) the cessation of the Disability or (2) the termination of this Agreement by the Company. During the period of Disability and prior to termination, the Employee shall continue to receive the benefits provided in Section 6 hereof.

(C) For the purposes of this Section 7(b), any amounts to be paid to Employee by the Company pursuant to subsection (B) above, shall not be reduced by any disability income insurance proceeds received by him under any disability insurance policies owned or paid for by the Employee.

(D) If the Employee is terminated at the end of the Disability Period, then the Employee shall receive through the date of termination: (1) his base salary as defined in Section 3(a) hereof; and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.

(c)       Death. The Company’s employment of the Employee shall terminate upon his death and all payments and benefits shall cease upon such date provided, however, that under this Agreement the estate of such Employee shall be entitled to receive through the date of termination (1) his base salary as defined in Section 3(a) hereof and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.

(d)         Termination by the Employee for Good Reason.

The Employee may elect, by written notice to the Company, such notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:

(1)         The Company sells all or substantially all of its assets and the Employee is not retained or otherwise has his employment terminated;

(2)       The Company merges or consolidates with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company); provided, however, that the Employee shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;

(3)         More than fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither the Employee nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof; provided, however, that the Employee shall not be permitted to terminate his employment under this subsection unless he notifies the Company in writing that he does not approve of the directors selected to serve on the Board after the merger or similar transaction described herein;

(4)        The Company defaults in making any of the payments required under this Agreement and said default continues for a one hundred eighty (180) day period after the Employee has given the Company written notice of the payment default.

If the Employee elects to terminate his employment hereunder pursuant to this Section 7(d), then (1) the Company shall continue to pay to the Employee his salary as provided in Section 3(a) hereof through the end of the current Term; (2) the Company shall continue to provide to the Employee the benefits provided in Section 6 hereof through the end of the current Term; and (3) all of the options granted to the Employee hereunder to purchase shares of the common stock of the Company shall vest immediately and the term of the option shall continue for the period specified in the option had the employment of the Employee not been so terminated.

(e)       Resignation. If the Employee voluntarily resigns during the Term of this Agreement or any Renewal Term other than pursuant to Section 7(d) hereof, then all payments and benefits shall cease on the effective date of resignation, provided that under this Agreement the Employee shall be entitled to receive through the date of such resignation (1) his base salary as defined in Section 3(a) hereof and (2) the benefits provided in Section 6 hereof including all accrued but unpaid vacation.

(f)       Termination Without Cause. The Company may terminate this Agreement at any time, for any reason, or for no reason, effective immediately upon written notice to Employee. If the Company terminates this Agreement pursuant to this Section 7(f) during the Term of this Agreement, then the Company shall continue to pay to the Employee his base salary hereunder through the first anniversary of the date of such termination and the Employee shall receive all the benefits provided in Section 6 hereof.

(a)       Non-Disclosure of Information.

(1)        The Employee recognizes and acknowledges that by virtue of his position as a senior employee, he will have access to the lists of the Company’s vendors, suppliers, financing sources, advertisers and customers, financial records and business procedures, personnel, software, practices, plans, strategy, and other unique business information and records (collectively “Proprietary Information”), as same may exist from time to time, and that they are valuable, special and unique assets of the Company’s business. The Employee also may develop on behalf of the Company a personal acquaintance with the present and potential future clients and customers of the Company, and the Employee’s acquaintance may constitute the Company’s sole contact with such clients and customers.

(2)       The Employee will not, without the prior written consent of the Company, during the Term of his employment or any time thereafter, except as may be required by competent legal authority or as required by the Company to be disclosed in the course of performing Employee’s duties under this Agreement, disclose trade secrets or other confidential information about the Company, including but not limited to Proprietary Information, to any person, firm, corporation, association or other entity for any reason or any purpose whatsoever or utilize such Proprietary Information for his own benefit or the benefit of any third party; .provided, however, that nothing contained herein shall prohibit the Employee from using his personal acquaintance with any clients or customers of the Company at any time in a manner that is not inconsistent with their remaining as clients or customers of the Company.

(3)       All equipment, records, files, memoranda, computer print-outs and data, reports, correspondence and the like, relating to the business of the Company which Employee shall use or prepare or come into contact with shall remain the sole property of the Company. The Employee shall immediately turn over to the Company all such material in Employee’s possession, custody or control at such time as this Agreement is terminated.

(4)       “Proprietary Information” shall not include information that was a matter of public knowledge on the date of this Agreement or subsequently becomes public knowledge other than as a result of having been revealed, disclosed or disseminated by Employee, directly or indirectly, in violation of this Agreement.

(b)       Non-Solicitation. The Employee covenants and agrees that during the term of his employment, and for a two (2) year period immediately following the end of the Term of or earlier termination of this Agreement, regardless of the reason therefor, the Employee shall not solicit, induce, aid or suggest to: (1) any employee to leave such employ, (2) any contractor, consultant or other service provider to terminate such relationship, or (3) any customer, agency, vendor, or supplier of the Company to cease doing business with the Company.

(c)       Non-Competition. For purposes of this Section 8(c) the parties agree that the “business of the Company” shall be defined to refer to the solid waste industry, including hauling and landfill operations.

The Employee covenants and agrees that during the Term, Employee shall not engage in any activity or render service in any capacity, directly or indirectly, (whether as principal, director, officer, investor, employee, consultant or otherwise) for or on behalf of any person or persons or entity in the United States or anywhere else in the world if such activity or service directly or indirectly involves or relates to any (1) business which is in competition with the business of the Company or (2) other business acquired or begun by the Company during the period of the Employee’s employment hereunder but in the latter event only if the Employee was directly involved in the operation of such other business. It is understood and agreed that nothing herein contained shall prevent the Employee from engaging in discussions concerning business arrangements to become effective upon the expiration of the term of this covenant not to compete.

(d)       Enforcement. In view of the foregoing, the Employee acknowledges and agrees that it is reasonable and necessary for the protection of the good will, business, trade secrets, confidential information and Proprietary Information of the Company that he makes the covenants in this Section 8 and that the Company will suffer irreparable injury if the Employee engages in the conduct prohibited by Section 8 (a), (b) or (c) of this Agreement. The Employee agrees that upon a breach, threatened breach or violation by him of any of the foregoing provisions of this Section 8, the Company, in addition to all other remedies it may have including an action at law for damages, shall be entitled as a matter of right to injunctive relief, specific performance or any other form of equitable relief in any court of competent jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, to enjoin and restrain the Employee and each and every other person, partnership, association, corporation or organization acting in concert with the Employee, from the continuance of any action constituting such breach. The Company shall also be entitled to recover from the Employee all of its reasonable costs incurred in the enforcement of this Section 8 including its reasonable legal fees. The Employee acknowledges that the terms of Section 8(a), (b) and (c) are reasonable and enforceable and that, should there be a violation or attempted or threatened violation by the Employee of any of the provisions contained in these subsections, the Company shall be entitled to relief by way of injunction, specific performance or other form of equitable relief. In the event that any of the foregoing covenants in Sections 8 (a), (b) or (c) shall be deemed by any court of competent jurisdiction, in any proceedings in which the Company shall be a party, to be unenforceable because of its duration, scope, or area, it shall be deemed to be and shall be amended to conform to the scope, period of time and geographical area which would permit it to be enforced.

(e)        Independent Covenants. The Company and the Employee agree that the covenants contained in this Section 8 shall each be construed as a separate agreement independent of any of the other terms and conditions of this Agreement, and the existence of any claim by the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense by the Employee to the Company’s enforcement of any of the covenants of this Section 8.

(a)        Disclosure. The Employee agrees that he will promptly assign to the Company or its nominee(s) all right, title and interest of the Employee in and to any and all ideas, inventions, discoveries, secret processes, and methods and improvements, together with any and all patents or other forms of intellectual property protection that may be obtainable in connection therewith or that may be issued thereon, such as trademarks, service marks and copyrights, in the United States and in all foreign countries, which the Employee may invent, develop, or improve or cause to be invented developed or improved, on behalf of the Company while engaged in Company related decisions, during the Term or within six (6) months after the Term or earlier termination of this Agreement, which are or were related to the scope of the Company’s business or any work carried on by the Company or to any problems and projects specifically assigned to the Employee. All works and writings which relate to the Company’s business are works for hire under the Copyright Act, and any and all copyrights therefor shall be placed in the name of and inure to the benefit of the Company.

(b)      Assignment of Interest. The Employee agrees to disclose immediately to duly authorized representatives of the Company any ideas, inventions, discoveries, processes, methods and improvements covered by the terms of this Section 9 and to execute, at the Company’s expense, all documents reasonably required in connection with the Company’s application for appropriate protection and registration under the federal and foreign patent, trademark, and copyright law and the assignment thereof to the Company’s nominee (s). The Employee hereby appoints the Company’s Chairman as true and lawful attorney in fact with full powers of substitution and delegation to execute acknowledge and deliver any such instruments and assignments, which the Employee shall fail or refuse to execute or deliver.

The Company shall indemnify the Employee to the maximum extent permitted under the New York Business Corporation Law, or any successor thereto, and shall promptly advance any expenses incurred by the Employee prior to the final disposition of the proceeding to which such indemnity relates upon receipt from the Employee of a written undertaking to repay the amount so advanced if it shall be determined ultimately that the Employee is not entitled to indemnity under the standards set forth in the New York Business Corporation Law or its successor. The Company shall use commercially reasonable efforts to obtain and maintain throughout the Term of the employment of the Employee hereunder directors’ and officers’ liability insurance for the benefit of the Employee. The indemnification obligations of the Company under this Section 10 shall survive the termination of the Term or of this Agreement for any reason whatsoever unless the Agreement is terminated for cause.

(a)       Any and all notices or other communications given under this Agreement shall be in writing and shall be deemed to have been duly given on (1) the date of delivery, if delivered in person to the addressee, (2) the next business day if sent by overnight courier, or (3) three (3) days after mailing, if mailed within the continental United States, postage prepaid, by certified or registered mail, return receipt requested, to the party entitled to receive same, at his or its address set forth below.

The Company:

Meridian Waste Solutions, Inc.

12540 Broadwell Road, Suite 2104

Milton, GA 30004

Attn: Jeffrey Cosman, CEO

If to the Employee:

Joseph D’Arelli

22401 Martella Avenue

Boca Raton, FL 33433

(b)       The parties may designate by notice to each other any new address for the purposes of this Agreement as provided in this Section 11.

(a)       This agreement represents the entire Agreement between the parties and supersedes any prior agreement or understanding between them with respect to the subject matter hereof, including without limitation, that certain Employment Agreement dated May 23, 2016 between the Employee and the Company and that certain Executive Employment Agreement dated November 29, 2016 between the Employee and the Company, as amended. No provision hereof may be amended, modified, terminated, or revoked except by a writing signed by all parties hereto.

(b)       This Agreement shall be binding upon parties and their respective heirs, legal representatives, and successors. Subject to the provisions of Section 7(d) hereof, the rights and interests of Company hereunder may be assigned to (1) a subsidiary or affiliate of the Company or (2) a successor business or successor business entity that is not a subsidiary or affiliate of the Company without the Employee’s prior written consent; provided, however, that in either case the assignee continues the same business of the Company. The rights, interests and obligations of Employee are non-assignable.

(c)       No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party against whom the waiver is asserted, and no such waiver shall be deemed the waiver of any subsequent breach or default of the same or similar nature.

(d)       If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall affect only such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

(e)       The captions and headings contained in this Agreement are for convenience only and shall not be construed as a part of this Agreement.

(f)       Wherever it appears appropriate from the context, each term stated in this the singular or the plural shall include the singular and the plural.

(g)       The parties hereto agree that they will take such action and execute and deliver such documents as may be reasonably necessary to fulfill the terms of this Agreement.

(h)       The agreements and covenants set forth in Section 8 above shall survive termination or expiration of this Agreement.

(i)       The Employee represents and warrants that he is not subject to any prohibition or restriction, oral or written, preventing him from entering into this Agreement and undertaking his duties hereunder.

(j)       The Employee acknowledges that he has consulted with counsel and been advised of his rights in connection with the negotiation, execution and delivery of this Agreement including in particular Section 8 of this Agreement.

13.       Governing Law. The Agreement shall be construed in accordance with the laws of the State of New Jersey and any dispute under this Agreement will only be brought in the state and federal courts located in the State of New Jersey.

14.       Waiver of Jury Trail. THE EMPLOYEE HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OR BETWEEN ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE COMPANY ENTERING INTO THIS AGREEMENT. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT IS HEREBY ACKNOWLEDGED.

[Signatures Appear on the Following Page]

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement on the date first above written.

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