Exhibit 10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into effective as of November 12, 2021, by and between Creative Realities,
Inc., a Minnesota corporation with a principal place of business at 13100 Magisterial Drive, Ste 100, Louisville, Kentucky 40223 (the
“Company”), and Richard Mills, a resident of the State of Florida (“Executive”).


 


BACKGROUND


 


The Company desires to employ
the Executive as its Chief Executive Officer, and Executive desires to accept such employment. Among other things, this Agreement provides
for base compensation for Executive, a term of employment and severance payments in certain circumstances.


 


In consideration of the foregoing,
the Company and Executive hereby agree as follows:


 


Article
1

EMPLOYMENT


 


1.01 The
Company hereby agrees to employ Executive subject to and pursuant to the terms of this Agreement, and Executive agrees to such employment
as the Chief Executive Officer, and shall hold such title under the terms of this Agreement. The parties anticipate that Executive will
initially perform his services at the Company’s current executive offices in Louisville, Kentucky, but that Executive shall also
travel on business as advisable and at times work remotely from his Florida residence, with the expectation that Executive will use his
good-faith business judgment to determine the appropriate locations to effectively perform his services.


 


1.02 Executive
shall generally have the authority, responsibilities, and such duties as are customarily performed by the chief executive officer of a
public company of similar size and industry. Executive shall also render such additional services and duties within the scope of Executive’s
experience and expertise as may be reasonably requested of him from time to time by the Board of Directors of the Company (the “Board”).
Furthermore, the Board may from time to time in its discretion redefine the duties and responsibilities of Executive as it determines
the needs of the Company require, so long as such duties are generally consistent with the Executive’s title. The Company shall
appoint Executive as a member of the Board and shall use its commercially reasonable efforts to cause Executive to be elected as a member
of the Board throughout Executive’s term of employment hereunder, including without limitation nominating Executive for election
as a director at each stockholder meeting during such term at which Executive’s term as a director would otherwise expire. Executive
agrees to accept election, and to serve as director of the Company during the term of his employment hereunder for no consideration outside
of the compensation to be paid pursuant to this Agreement.


 


1.03 Executive
shall report to the Board or any committee thereof as the Board shall direct, and shall generally be subject to the direction, orders,
and advice of the Board.


 




     


     

    

 


Article
2

BEST EFFORTS OF EXECUTIVE


 


2.01 Executive
shall use his best efforts, judgment, and abilities in the performance of his duties, services and responsibilities for the Company.


 


2.02 During
the term of his employment, Executive shall devote substantially all of his business time and attention (other than during periods of
vacation, illness or disability) to the business of the Company and its subsidiaries and affiliates and shall not engage in any substantial
activity inconsistent with the foregoing, whether or not such activity shall be engaged in for pecuniary gain, unless approved by the
Board. Notwithstanding the foregoing, Executive may manage his personal investments, engage in educational, charitable or other community
activities, and business advisory capacities as long as such activities do not pose an actual or apparent conflict of interest and do
not interfere with Executive’s performance of his duties under this Agreement. Executive represents that any outside professional
activities with which he is currently involved or reasonably expects to become involved do not conflict with the business and affairs
of the Company or interfere with Executive’s performance of his duties hereunder.


 


Article
3

TERM AND NATURE OF EMPLOYMENT


 


3.01 Executive’s
employment on the basis described in this Agreement shall continue, unless sooner terminated because of death, disability, or with or
without cause (as provided in Article 6), until the one-year anniversary of the date hereof. Neither the Company nor Executive shall be
obligated to extend the term of this Agreement. However, the initial one-year term shall automatically be extended for successive one-year
periods unless the Company or Executive elects not to do so by giving written notice to the other not less than 90 days prior to the end
of the then-current term.


 


3.02 The
terms and conditions of this Agreement may be amended from time to time with the consent of the Company and Executive. All such amendments
shall be effective when memorialized by a written agreement between the Company and Executive, following approval by the Board or the
Board’s Compensation Committee (the “Committee”). Notwithstanding Section 3.01 above, Executive’s employment
with the Company shall at all times be on an “at will” basis, meaning that either Executive or the Company may terminate the
employment relationship at any time for any reason or no reason; provided, however, that Executive may be entitled to certain compensation
upon termination to the extent provided in Section 6.03.


 


Article
4

COMPENSATION AND BENEFITS


 


4.01 During
the initial term of employment, Executive shall be paid a base salary at an annualized rate of $330,000 per year, and effective upon the
closing of the transactions contemplated by the Agreement and Plan of Merger dated effective November 12, 2021 among the Company, CRI
Acquisition Corporaiton, Reflect Systems, Inc., and RSI Exit Corporation (the “Merger”), an annualized rate of $450,000
per year (“Base Salary”), payable in accordance with the Company’s established payroll periods, and reduced by
all deductions and withholdings required by law and as otherwise specified by Executive. The Board or Committee will review Executive’s
performance and compensation in 2021 and annually thereafter. Executive’s Base Salary may be increased (but not decreased) in the
sole discretion of the Board or Committee; provided, however, that Executive’s Base Salary may be reduced in connection with compensation
reductions applied to all other senior executives of the Company.


 




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4.02 During
the term of employment, and in addition to payments of Base Salary set forth above, Executive shall be eligible to participate in the
performance-based cash bonus or equity award plan for senior executives of the Company, based upon achievement of individual and/or Company
goals established by the Board or Committee.


 


4.03 During
the term of employment, Executive shall be entitled to participate in employee benefit plans, policies, programs, perquisites and arrangements,
as the same may be provided and amended from time to time, that are provided generally to similarly situated executive employees of the
Company, to the extent Executive meets the eligibility and other requirements for any such plan, policy, program, perquisite or arrangement.


 


4.04 The
Company shall reimburse Executive for all reasonable business expenses incurred by Executive in carrying out Executive’s duties,
services, and responsibilities under this Agreement, subject to Executive’s compliance with generally applicable policies, practices
and procedures of the Company (as the same may be changed from time to time) with respect to reimbursement for, and submission of expense
reports, receipts or similar documentation of, such expenses.


 


Article
5

VACATION AND LEAVE OF ABSENCE


 


5.01 Executive
shall be entitled to 30 business days of paid time off (“PTO”) for each 12 months of employment, in addition to the
Company’s normal holidays. PTO includes sick days in excess of three sick days per calendar year provided by the Company’s
current sick leave policy, as well as leaves of absences and vacations. PTO will be scheduled after taking into account the Executive’s
duties and obligations at the Company. PTO and sick leave and all other leaves of absence will be taken in accordance with the Company’s
stated personnel policies and upon agreement with the Board. Upon termination or expiration of the Executive’s employment, Executive
shall be entitled to compensation for any accrued, unused PTO time in accordance with the Company’s PTO policy as of date of termination.


 


Article
6

TERMINATION


 


6.01 The
Company may terminate Executive’s employment at any time, with or without Cause (as defined in Section 6.07), upon written notice
to Executive. For purposes of this Agreement, an election by the Company not to extend employment pursuant to Section 3.01 shall be deemed
a termination without Cause.


 


6.02 Executive’s
employment will terminate as of the date of the death or Disability of the Executive. “Disability” shall mean a determination
by the Board that Executive is unable to perform the essential functions of his job under this Agreement due to illness, injury, or other
condition of a physical or psychological nature, with or without a reasonable accommodation for a period aggregating to 90 days in any
12-month period. Such determination shall be made in good faith by the Board, the decision of which shall be conclusive and binding. For
clarity, the essential function of Executive’s job specifically include, but are not limited to, Executive’s consistent performance
of his obligations under Sections 1.02, 2.01, and 2.02 of this Agreement.


 




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6.03 On
any termination of employment, Executive will be entitled to receive:


 


		(a)	Base Salary for services performed through the date of such termination, payable on a pro-rated basis;



 


		(b)	accrued and unpaid PTO in accordance with Article 5



 


		(c)	any interest that Executive may have as a terminated employee in the Company’s 401(k) plan or other
plans in which he participated, but only as required or permitted under the terms of such plans; and



 


		(d)	a pro-rated portion of any bonus otherwise due under Section 4.02 above, provided such payment is consistent
with the terms of such bonus plan. Any such bonus will be pro-rated based upon the number of full months Executive worked in the calendar
year in which any such bonus was earned.



 


If (x) Executive terminates
Executive’s employment for Good Reason, (y) the Company terminates Executive’s employment without Cause, or (z) Executive
is an active and full-time employee at the time of a Change in Control (as defined in Section 6.09) and Executive’s employment is
terminated within 12 months after the Change in Control for any reason (including Good Reason) other than death, Disability or Cause,
then, in addition to the amounts set forth in (a), (b), and (c) above, Executive will be paid an amount equal to 12 months of his Base
Salary, less customary withholdings (as applicable, the “Severance”). The Severance will be paid in equal monthly installments,
subject to Article 7 of this Agreement. Executive acknowledges that all payments related to the Severance are contingent upon Executive’s
continued compliance with all Executive’s post-termination obligations under this Agreement, including without limitation Executive’s
duties and obligations under Sections 6.04, 6.05, 6.06, and under Articles 8 and 9 of this Agreement. In addition, if Executive is eligible
to and elects to continue medical coverage from the Company as provided by law (commonly referred to as COBRA), and continues to pay Executive’s
portion of the monthly medical insurance premiums, the Company will continue to pay the Company’s portion of the monthly medical
insurance premiums paid at the time of termination for COBRA coverage for Executive and his eligible dependents for a period of one year
after termination of employment.


 


Upon a termination for any
other reason, including a voluntary resignation without Good Reason or a termination for Cause, Executive will receive only the amounts
set forth in (a), (b) (c) and (d) above.


 


Notwithstanding the foregoing,
all pay and benefits to Executive upon termination will be conditioned on Executive signing and not rescinding a conventional separation
agreement and mutual release in form and substance acceptable to the Company, which agreement shall include, at a minimum, a full and
general release of all claims (including employment-related claims) to the greatest extent allowed by applicable law, a covenant not to
sue, and an agreement to be reasonably available for consultation and assistance to the Company during any period in which severance is
paid, and an agreement to return to the Company all Company property and copies thereof in any form or media.


 




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6.04 During
the term of his employment and for 12 months after the date of Executive’s termination of employment, (i) Executive shall not, directly
or indirectly, make or publish any disparaging statements (whether written or oral) regarding the Company or any of its then-affiliated
companies or businesses, or the affiliates, directors, officers, agents, principal shareholders or customers of any of them and (ii) the
Company’s directors and officers shall not directly or indirectly, make or publish any disparaging statements (whether written or
oral) regarding Executive. Information that a Company director or officer or Executive is required to make or disclose regarding the other
to comply with laws or regulations, or makes in a pleading on the advice of litigation counsel, and information which a Company director
or officer needs to disclose for legitimate business reasons (for example disclosure to the Company’s insurers or business associates),
shall not constitute a disparaging statement.


 


6.05 Upon
any termination of Executive’s employment with the Company, Executive will immediately return to the Company all equipment, property
and documents of the Company, including, specifically all property and documents containing any Confidential Information (as defined in
Section 8.01).


 


6.06 Upon
any termination of Executive’s employment with the Company, Executive shall be deemed to have resigned from all other positions
he then holds as an officer, employee or director or other independent contractor of the Company or any of its subsidiaries or affiliates,
unless otherwise agreed by the Company and Executive in writing, and Executive will execute all documents reasonably requested of him
to confirm such resignations.


 


6.07 Any
of the following events shall constitute “Cause”:


 


		(a)	any conviction or nolo contendere plea by Executive to a felony, gross misdemeanor, a misdemeanor involving
moral turpitude, or any conduct by Executive that has or can reasonably be expected to have a detrimental effect on the Company or its
image, or the image or reputation of its management, the Company’s customers, or its employees;



 


		(b)	any act of misconduct involving dishonesty which is injurious to the Company, any willful or gross negligence
in the performance of duties, or any breach of fiduciary or other duty with respect to the Company;



 


		(c)	any material breach of this Agreement or of the Company’s published or written rules, codes or polices;
provided, however, that such breach shall not constitute Cause if Executive cures or remedies such breach within 15 days after written
notice to Executive, without material harm or loss to the Company, unless (i) such breach is part of a pattern of chronic breaches of
the same, which may (but shall not be required to) be evidenced by a report or warning letter given by the Company to Executive; or (ii)
such breach is of a nature that it is reasonably deemed by the Board not to be curable, including situations where the Board reasonably
determines that harm or loss to the Company has already occurred or can reasonably be expected to occur and cannot be eliminated by such
cure;



 




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		(d)	any act of insubordination by Executive; provided, however, an act of insubordination by Executive shall
not constitute Cause if Executive cures or remedies such insubordination within 15 days after written notice to Executive, without material
harm or loss to the Company, unless (i) such insubordination is a part of a pattern of chronic insubordination, which may be evidenced
by a report or warning letter given by the Company to Executive; or (ii) such insubordination is of a nature that it is reasonably deemed
by the Board not to be curable, including situations where the Board reasonably determines that harm or loss to the Company has already
occurred or can reasonably be expected to occur and cannot be eliminated by such cure;



 


		(e)	any disclosure of any Company trade secret or Confidential Information other than for the legitimate business
purposes of the Company or as required by law, or conduct constituting unfair competition with respect to the Company, including intentionally
inducing a party to breach a contract with the Company; or



 


		(f)	a willful violation of federal or state securities laws or employment laws.



 


In making such determination
of Cause, the Board shall act in good faith and give Executive a reasonably detailed written notice in advance of the termination. A resolution
providing for the termination of Executive’s employment for Cause must be approved by a majority of the members of the Board; provided,
however, that if Executive is a member of the Board, he shall not vote on the resolution and shall not be deemed to be a member of the
Board for purposes of whether a majority of its members have approved such termination. Executive’s employment shall be deemed terminated
for Cause upon the approval by the Board of a resolution terminating Executive’s employment for Cause unless a later time or date
is specified. For purposes of this Agreement, no act or failure by the Executive shall be considered “willful” if such act
is done by Executive in good faith in the belief that such act is or was lawful and in the best interest of the Company or one or more
of its businesses. In the event of a termination for Cause, and not withstanding any contrary provision otherwise stated, Executive shall
receive only those amounts set forth in Section 6.03(a), (b), (c) and (d).


 


6.08 Executive
may terminate his employment upon 60 days prior written notice to the Company for Good Reason. For purposes of this Agreement, “Good
Reason” means any of the following events or actions taken by the Company without Cause, and without circumstances existing
that would constitute Cause:


 


		(a)	the Company or any of its subsidiaries reduces Executive’s Base Salary, or otherwise changes benefits
provided to Executive under compensation and benefit plans, arrangements, policies and procedures to be as a whole materially less favorable
to Executive, other than reductions in Base Salary permitted under Section 4.01;



 




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		(b)	without Executive’s express written consent, the Company or any of its subsidiaries significantly
reduces Executive’s job authority and responsibility, except as permitted under Section 1.02;



 


		(c)	without Executive’s express written consent, the Company or any of its subsidiaries requires Executive
to change the location of Executive’s job or office, to a location more than 50 miles from the location of Executive’s job
or office immediately prior to such required change;



 


		(d)	a successor company fails or refuses to assume the Company’s obligations under this Agreement; or



 


		(e)	the Company or any successor company breaches any of the material provisions of this Agreement.



 


If Executive intends to terminate
this Agreement for Good Reason, Executive must give not less than 60 days prior written notice to the Company of the facts or events giving
rise to Good Reason, and must give such notice within 90 days following the facts or event alleged to give rise to Good Reason. The Company
shall, within such 60-day notice period, have the right to cure or remedy events or any action or event constituting “Good Reason”
within the meaning of this Section 6.08. The failure to give such notice shall be deemed a waiver of the right to terminate this Agreement
for Good Reason based on such fact or event.


 


6.09 For
purposes of this Agreement, “Change of Control” shall mean any one of the following:


 


		(a)	an acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934 (the “Exchange Act”), of 50% or more of either: (1) the then-outstanding
common stock of the Company (the “Stock”); or (2) the combined voting power of the Company’s outstanding voting
securities, immediately after such acquisition, entitled to vote generally in the election of directors; provided, however, that the following
acquisitions shall not constitute a Change of Control and shall be disregarded in determining whether any Change of Control shall have
occurred: (i) any acquisition of Stock or other securities directly from the Company; (ii) any acquisition of Stock or other securities
by the Company or any subsidiary; (iii) any acquisition of Stock or other securities by the trustee or other fiduciary of any employee
benefit plan or trust sponsored by the Company or any subsidiary; or (iv) any acquisition of Stock or other securities by any corporation
with respect to which, immediately after such acquisition, more than 50% of the Stock or other securities is beneficially owned by substantially
all of the individuals and entities who were beneficial owners of Stock and other securities of the Company immediately prior to such
acquisition in substantially similar proportions immediately before and after such acquisition;



 




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		(b)	approval by the shareholders of the Company of a reorganization, merger, consolidation, liquidation, dissolution,
sale or statutory exchange of Stock which changes the beneficial ownership of Stock and other securities so that after the immediately
previous owners of 50% of the Stock and other voting securities do not own 50% of the Stock and other voting securities either legally
or beneficially;



 


		(c)	the sale, transfer or other disposition of all or substantially all of the Company’s assets in a
transaction with a third party, other than in connection with a joint venture or similar transaction, as reasonably determined by the
Board; or



 


		(d)	a merger of the Company with another entity after which the pre-merger shareholders of the Company own
less than 50% of the issued and outstanding voting securities of the surviving corporation.



 


Notwithstanding the foregoing,
a “Change of Control” shall not be deemed to occur with respect to Executive if the acquisition of a 50% or greater interest
is by a group that includes Executive, nor shall it be deemed to occur if at least 50% of the voting securities of the Company owned before
the occurrence are beneficially owned subsequent to the occurrence by a group that includes Executive.


 


6.10 The
provisions of Sections 6.04, 6.05 and 6.06 shall survive the termination of this Agreement.


 


Article
7

LIMITATIONS UNDER CODE SECTIONS 409A AND 280G


 


7.01 Notwithstanding
any other provision of this Agreement, the Company and Executive intend that any payments, benefits or other provisions applicable to
this Agreement comply with the payout and other limitations and restrictions imposed under Section 409A (“Section 409A”)
of the Internal Revenue Code (the “Code”), as clarified or modified by guidance from the U.S. Department of Treasury
or the Internal Revenue Service—in each case if and to the extent Section 409A is otherwise applicable to this Agreement and such
compliance is necessary to avoid the penalties otherwise imposed under Section 409A. In this regard, the Company and Executive agree that
the payments, benefits and other provisions applicable to this Agreement, and the terms of any deferral and other rights regarding this
Agreement, shall be deemed modified if and to the extent necessary to comply with the payout and other limitations and restrictions imposed
under Section 409A, as clarified or supplemented by guidance from the U.S. Department of Treasury or the Internal Revenue Service—in
each case if and to the extent Section 409A is otherwise applicable to this Agreement and such compliance is necessary to avoid the penalties
otherwise imposed under Section 409A.


 


7.02 The
Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes, and other amounts required
by applicable law to be withheld by the Company.


 




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7.03 The
provisions of this Article 7 will be deemed to survive the termination of this Agreement for the purposes of satisfying the obligations
of the Company and Executive hereunder.


 


7.04 Notwithstanding
any provision in this Agreement to the contrary, the total severance benefit payable to the Executive during the first six months following
the Executive’s termination of employment shall not exceed the lesser of two times the Executive’s annual compensation or
the amount specified in Section 409A. Any amounts that cannot be paid because of this limitation shall be paid in a lump sum on the first
day of the seventh month following the Executive’s termination of employment. The remaining amount shall be paid in installments
for the duration of the non-compete period. Notwithstanding the above, if Executive terminates employment for Good Reason, and such termination
of employment does not constitute an “involuntary termination of employment” under Section 409A, then no payment shall be
made until the first day of the seventh month following the Executive’s termination of employment. Any amounts that cannot be paid
because of this limitation shall be paid in a lump sum on the first day of the seventh month following Executive’s termination of
employment.


 


7.05 Notwithstanding
anything to the contrary contained herein, if any payments or benefits provided under this Agreement constitute “parachute payments”
within the meaning of Section 280G of the Code (the “Parachute Payments”) and such Parachute Payments are subject to
the excise tax imposed by Section 4999 of the Code or nondeductible under Code Section 280G (“Section 280G”), then
the Parachute Payments shall be reduced to an amount such that the aggregate of the Parachute Payments does not exceed 2.99 times the
“base amount,” as defined in Section 280G, provided that the foregoing reduction shall not take place if, prior to the date
of the change in ownership or control of the Company, the Parachute Payments shall have been approved in a vote satisfying the requirements
of Section 280G(b)(5) of the Code by persons who, immediately before the change in ownership or control, own more than seventy-five (75%)
of the voting power of all outstanding stock of the Company.


 


Article
8

NONDISCLOSURE AND INVENTIONS


 


8.01 Except
as permitted or directed by the Company or as may be required in the proper discharge of Executive’s employment hereunder, Executive
shall not, during his employment or at any time thereafter, divulge, furnish or make accessible to anyone or use in any way any Confidential
Information. “Confidential Information” means any information or compilation of information regarding the Company or
its subsidiaries or affiliates that the Executive learns or develops during the course of his/her employment that is not generally known
by persons outside the Company (whether or not conceived, originated, discovered, or developed in whole or in part by Executive). “Confidential
Information” includes but is not limited to the following types of information and other information of a similar nature (whether
or not reduced to writing), all of which Executive agrees constitutes the valuable trade secrets: research, designs, development, know
how, computer programs and processes, marketing plans and techniques, existing and contemplated products and services, potential and actual
customer and product names and related information, prices, sales, inventory, personnel, computer programs and related documentation,
technical and strategic plans, and finances. “Confidential Information” also includes any information of the foregoing nature
that the Company treats as proprietary or designates as Confidential Information, whether or not owned or developed by the Company. “Confidential
Information” does not include information that (a) is or becomes generally available to the public through no fault of Executive,
(b) was known to Executive prior to its disclosure by the Company, as demonstrated by files in existence at the time of the disclosure,
(c) becomes known to Executive, without restriction, from a source other than the Company, without breach of this Agreement by Executive
and otherwise not in violation of the Company’s rights, or (d) is explicitly approved for release by written authorization of the
Company.


 




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8.02 Executive
acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, trade secrets, analyses, drawings,
reports and all similar related information (whether or not patentable) which relate to the Company’s or any of its subsidiaries’
actual or anticipated business, research and development or existing products or services and which are conceived, developed or made by
Executive while employed by the Company or any of its subsidiaries (“Work Product”) belong to the Company or such subsidiary.
Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested
by the Board (whether during or after employment by the Company) to establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments). For purposes of this Agreement, any Work Product or other discoveries
relating to the business of the Company or any subsidiaries on which Executive files or claims a copyright or files a patent application,
during the Term of this Agreement, shall be presumed to be Work Product conceived or developed by Executive in whole or in part during
the term of his employment with the Company, subject to proof to the contrary by good faith, written and duly corroborated records establishing
that such Work Product was conceived and made following termination of employment.


 


Notwithstanding the foregoing,
the Company advises Executive, and Executive understands and agrees, that the foregoing does not apply to inventions or other discoveries
for which no equipment, supplies, facility or trade secret information of the Company was used and that was developed entirely on Executive’s
own time, and (a) that does not relate (i) directly to the Company’s business or (ii) to the Company’s actual or demonstrably
anticipated business research or development, or (b) that does not result from any work performed by Executive for the Company.


 


8.03 In
the event of a breach or threatened breach by Executive of the provisions of this Article 8, the Company shall be entitled to an injunction
restraining Executive from directly or indirectly disclosing, disseminating, publishing or using such confidential, trade secret or proprietary
information (whether in whole or in part) and restraining Executive from rendering any services or participating with any person, firm,
corporation, association or other entity to whom such knowledge or information (whether in whole or in part) has been disclosed, without
the posting of a bond or other security. Nothing herein shall be construed as prohibiting the Company from pursuing any other equitable
or legal remedies available to it for such breach or threatened breach, including the recovery of damages from Executive.


 


8.04 Executive
agrees that all notes, data, reference materials, documents, business plans, business and financial records, computer programs, and other
materials that in any way incorporate, embody, or reflect any of the Confidential Information, whether prepared by Executive or others,
are the exclusive property of the Company, and Executive agrees to forthwith deliver to the Company all such materials, including all
copies or memorializations thereof, in Executive’s possession or control, whenever requested to do so by the Company, and in any
event, upon termination of Executive’s employment with the Company.


 


8.05 The
Executive understands and agrees that any violation of this Article 8 while employed by the Company may result in immediate disciplinary
action by the Company, including termination of employment for Cause.


 


8.06 The
provisions of this Article 8 shall survive termination of this Agreement indefinitely.


 




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Article
9

NON-COMPETITION, NON-INTERFERENCE AND NON-SOLICITATION


 


9.01 In
further consideration of the compensation and benefits that have been provided to Executive and will be provided to Executive hereunder,
Executive acknowledges that in the course of his employment with the Company he will become familiar with Confidential Information and
that his services have been and will be of a special, unique and extraordinary value to the Company, and therefore, Executive agrees that,
during the period of his employment, and for a period of one year following the termination of Executive’s employment with the Company,
he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any
manner engage in any business competing with the business of the Company, its subsidiaries or affiliates, as defined below, and as such
businesses exist or are developing during the period of his employment, within any geographical area in which the Company or its subsidiaries
or affiliates engage or have defined plans to engage in such businesses. Nothing herein shall prevent Executive from being a passive owner
of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation
in the business of such corporation. For the purposes of this Agreement, “business” or “business of the Company”
means, with respect to and including the Company and its subsidiaries or affiliates, the design, development, marketing and sale of digital
signage products and solutions.


 


9.02 Executive
agrees that during the term of his employment and for a period of one year after the termination of Executive’s employment he will
not directly or indirectly (i) in any way interfere or attempt to interfere with the Company’s relationships with any of its current
or potential customers, vendors, investors, business partners, or (ii) employ or attempt to employ any of the Company’s employees,
including those who were employees at the Company during the 12 months prior to Employee’s termination at the Company, on behalf
of any other entity, whether or not such entity competes with the Company.


 


9.03 Executive
agrees that breach by him of the provisions of this Article 9 will cause the Company irreparable harm that is not fully remedied by monetary
damages. In the event of a breach or threatened breach by Executive of the provisions of this Article 9, the Company shall be entitled
to an injunction restraining Executive from directly or indirectly competing or recruiting as prohibited herein, without posting a bond
or other security, and, if the Company is successful in establishing a breach, to its reasonable attorneys’ fees and costs. Nothing
herein shall be construed as prohibiting the Company from pursuing any other equitable or legal remedies available to it for such breach
or threatened breach, including the recovery of damages from Executive.


 


9.04 Executive
understands and agrees that any violation of this Article 9 while employed by the Company may result in immediate disciplinary action
by the Company, including termination of employment for Cause.


 


9.05 Executive
acknowledges that the covenants in this Article 9 have been conditions of, and were incidents to, his initial employment, and that these
covenants are supported by additional and adequate consideration and are fully enforceable in accordance with their terms.


 


9.06 The
obligations contained in this Article 9 shall survive the termination of this Agreement as described in this Article 9.


 




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Article
10

MISCELLANEOUS


 


10.01 Governing
Law. This Agreement shall be governed and construed according to the laws of the State of Kentucky without regard to conflicts-of-law
provisions. The Company and Executive agree that if any action is brought pursuant to this Agreement that is not otherwise required to
be resolved by arbitration pursuant to Section 10.06, such dispute shall be resolved only in the District Court of Jefferson County, Kentucky,
or the United States District Court for the Western District of Kentucky, and each party hereto unconditionally (a) submits for itself
in any proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive
jurisdiction of the Jefferson County, Kentucky District Courts or the United States Federal District Court for the Western District of
Kentucky, and agrees that all claims in respect to any such proceeding shall be heard and determined in Jefferson County, Kentucky District
Court or, to the extent permitted by law, in such federal court, (b) consents that any such proceeding may and shall be brought in such
courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such proceeding in any such court
or that such proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial
by jury in any proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or its performance
under or the enforcement of this Agreement; (d) agrees that service of process in any such proceeding may be effected by mailing a copy
of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address
as provided in Section 10.08; and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any
other manner permitted by the laws of the State of Kentucky.


 


10.02 Successors.
This Agreement is personal to Executive and Executive may not assign or transfer any part of his rights or duties hereunder, or any compensation
due to him hereunder, to any other person or entity. This Agreement may be assigned by the Company. The Company shall require any successor
or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, of all or substantially all the business or
assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement,
in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken
place. In such event, the term “Company,” as used in this Agreement, shall mean the Company as defined above and any successor
or assignee to its business or assets that by reason hereof becomes bound by the terms and provisions of this Agreement.


 


10.03 Waiver.
The waiver by the Company of the breach or nonperformance of any provision of this Agreement by Executive will not operate or be construed
as a waiver of any future breach or nonperformance under any such provision or any other provision of this Agreement or any similar agreement
with any other Executive


 


10.04
Entire Agreement; Modification. This Agreement supersedes, revokes and replaces any and all prior oral or written understandings, if any,
between the parties relating to the subject matter of this Agreement. The parties agree that this Agreement: (a) is the entire understanding
and agreement between the parties; and (b) is the complete and exclusive statement of the terms and conditions thereof, and there are
no other written or oral agreements in regard to the subject matter of this Agreement. Except for modifications described in Section 1.02,
3.01 and 4.01, this Agreement shall not be changed or modified except by a written document signed by the parties hereto.


 




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10.05 Severability
and Blue Penciling. To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable as written,
the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If any particular provision
of this Agreement shall be adjudicated to be invalid or unenforceable, the Company and Executive specifically authorize the tribunal making
such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof, to be valid and
enforceable to the fullest extent allowed by law or public policy.


 


10.06 Arbitration.
Any dispute, claim or controversy arising under this Agreement shall, at the request of any party hereto be resolved by binding arbitration
in Jefferson County, Kentucky by a single arbitrator selected by the Company and Executive, with arbitration governed by The United States
Arbitration Act (Title 9, U.S. Code); provided, however, that a dispute, claim or controversy shall be subject to adjudication by a court
in any proceeding against the Company or Executive involving third parties (in addition to the Company or Executive). Such arbitrator
shall be a disinterested person who is either an attorney, retired judge or labor relations arbitrator. In the event the Company and Executive
are unable to agree upon such arbitrator, the arbitrator shall, upon petition by either the Company or Executive, be designated by a judge
of the Jefferson County District Court. The arbitrator shall have the authority to make awards of damages as would any court in Kentucky
having jurisdiction over a dispute between the Company and Executive, except that the arbitrator may not make an award of exemplary damages
or consequential damages. In addition, the Company and Executive agree that all other matters arising out of Executive’s employment
relationship with the Company shall be arbitrable, unless otherwise restricted by law.


 


In any arbitration proceeding,
each party shall pay the fees and expenses of its or his own legal counsel; provided that the arbitrator, in his or her discretion, shall
award legal fees and expenses and costs of the arbitration, including the arbitrator’s fee, to a party who substantially prevails
in its claims in such proceeding.


 


Notwithstanding this Section
10.06, in the event of alleged noncompliance or violation, as the case may be, of Articles 8 or 9 of this Agreement, the Company may,
at its discretion, alternatively apply to a court of competent jurisdiction for a temporary restraining order, injunctive and/or such
other legal and equitable remedies as may be appropriate.


 


10.07 Legal
Fees. If any contest or dispute shall arise between the Company and Executive regarding any provision of this Agreement, and such dispute
results in court proceedings or arbitration, a party that prevails with respect to a claim brought and pursued in connection with such
dispute shall be entitled to recover its legal fees and expenses reasonably incurred in connection with such dispute. Such reimbursement
shall be made as soon as practicable following the resolution of the dispute (whether or not appealed) to the extent a party receives
documented evidence of such fees and expenses.


 


10.08 Notices.
For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have
been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to Executive
at his residence address appearing on the records of the Company and to the Company at its then-current executive offices to the attention
of the Chief Financial Officer or Chairman of the Board. All notices and communications shall be deemed to have been received on the date
of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective
only upon actual receipt. No objection to the method of delivery may be made if the written notice or other communication is actually
received.


 


10.09 Survival.
The provisions of this Article 10 shall survive the termination of this Agreement, indefinitely.


 


* * * * * * *


 




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IN WITNESS WHEREOF, the parties
have executed this Employment Agreement to be effective as of the date first set forth above.


 


	 	CREATIVE REALITIES, INC.:
	 	 
	 	 
	 	Will Logan, Chief FinancialOfficer
	 	 
	 	EXECUTIVE:
	 	 
	 	 
	 	Rick Mills


 


Signature Page – Executive
Employment Agreement