Exhibit 10.1


 


SECOND AMENDEND EMPLOYMENT AGREEMENT


 


This SECOND AMDENDED EMPLOYMENT
AGREEMENT (this “Agreement) is dated and is effective as of January 1, 2022 (the “Effective Date”) by and
between DecisionPoint Systems, Inc., a company organized under the laws of the State of Delaware (the “Company”), and
Steven Smith (the “Executive”).


 


WHEREAS, pursuant to that
certain Employment Agreement dated as of April 11, 2016 by and between the Company and the Executive (the “Employment Agreement”),
as amended by that certain Amended Employment Agreement dated effective as of March 25, 2019 by and between the Company and the Executive
(the “First Amended Employment Agreement” and together with the Employment Agreement, the “Original Agreement”)
under which the Executive desires to accept such employment on the terms and conditions contained herein; and,


 


WHEREAS, the Company and
the Executive desire to amend and extend the Term of the Original Agreement and modify various economic provisions of the Original Agreement
as provided for herein below.


 


NOW, THEREFORE, in consideration
of the foregoing premises and mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Executive agree to:


 


1.       Term
of Employment. The Company hereby employs Executive, and Executive hereby accepts employment with the Company for a period commencing
on the Effective Date and expiring on December 31, 2024 (the “Term”).


 


2.Modifications.
2.1.Section 3(a) of the Original Agreement is hereby deleted, and is replaced to read as follows:


Section 3.Compensation
and Benefits.


(a)              
Base Salary. As of the Effective Date, the Executive shall be paid a base salary in consideration for his services provided
to the Company at the rate of $450,000 per annum (the “Base Salary”), increasing to $463,500 per annum on the first
anniversary of the Effective Date and $477,405 per annum on the second anniversary of the Effective Date.


2.2.       Section
3(b) of the Original Agreement is hereby renumbered 3(b)(i) and the heading is revised to “First Amended Employment Agreement Stock/Option
Grant.”


2.3       A
new Section 3(b)(ii), Second Amended Employment Agreement Option Grant is inserted in the Original Agreement as follows:


In addition to the shares
and options granted pursuant to Section 3(b)(i) of the First Amended Employment Agreement, and not in lieu thereof, in consideration
of the Executive entering into this Agreement, the Executive shall be granted stock options equal to not less than 660,000 of common
shares of the Company with an exercise price no greater than $1.66 per share. The exact nature of the grant will be mutually determined
by the Company and the Executive. It is the intention of this Agreement that the Executive, through his fully vested options, will fully
participate in the value of ownership of 660,000 options to purchase shares of common stock. The options shall vest in accordance with
a vesting schedule mutually agreed upon by Company and Executive, which in no event shall exceed three (3) years following the Effective
Date, however all such options shall be fully vested upon Change in Control or Termination of the Executive.


		3.	Annual Bonus. For the first year of the Term, the Annual Bonus shall be determined as set forth
on Exhibit C attached hereto and made a part hereof.



 


 


Terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Original Agreement.


 


 


 


[Signature Page Follows]



     


     


    

 





IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement to be effective as of the day and year first above written.


 


		DECISIONPOINT SYSTEMS, INC.
	 	 
	 	By: 	/s/ Stanley P. Jaworski, Jr.
	 	Name:
 Title:
Date:	Stanley P. Jaworski, Jr.
Chairman of the Board









 


		EXECUTIVE
	 	 
	 	By: 	/s/ Steven Smith
	 	Name:
 Title:
Date:	Steven Smith
Chief Executive Officer









 


 



     


     


    




Exhibit C


Executive Bonus


 


For the first year of the Term, Executive will be entitled to earn an
Annual Bonus in the minimum amount of 80% of Base Salary, or $360,000, based on achieving (a) gross revenue attainment, (b) EBITDA attainment
and (c) a metric tied to growth in Company’s services revenue attainment, all as determined in the approved 2022 budget, as follows:


 


	Revenue Attainment	Bonus Multiplier	Annual Bonus
	
    0-75%

    Gross Revenue Attainment
	 	$0
	
    75%-100%

    Gross Revenue Attainment
	
    (Percentage of gross revenue attainment - 75%) * the
    Annual Bonus amount, * 4

     
	$0 - $144,000
	
    100% - 133%

    Gross Revenue Attainment
	
    (Percentage of gross revenue attainment - 100%) * the
    Annual Bonus amount, * 3

     
	$144,000 - $288,000


 


The methodology for calculating the annual bonus earned for attaining
the established gross revenue target will conform to that utilized by the parties in the prior years of Executive’s employment
with Company; and


 


	EBITDA Attainment	Bonus Multiplier	Annual Bonus
	
    0-75%

    EBITDA Attainment
	 	$0
	
    75%-100%

    EBITDA Attainment
	
    (Percentage of EBITDA attainment - 75%) * the Annual Bonus amount, * 4

     
	$0 - $108,000
	
    100% - 133%

    EBITDA Attainment
	
    (Percentage of EBITDA attainment - 100%) * the Annual Bonus amount, * 3

     
	$108,000 - $216,000


 


The methodology for calculating the annual bonus earned for attaining
the established EBITDA target will conform to that utilized by the parties in the prior years of Executive’s employment with Company;
and


 


	Services Revenue Attainment	Bonus Multiplier	Annual Bonus
	
     

    0-75%

    Services Revenue Attainment
	 	$0
	
    75%-100%

    Services Revenue Attainment
	
    (Percentage of gross revenue attainment - 75%) * the
    Annual Bonus amount, * 4

     
	$0 - $108,000
	
    100% - 133%

    Services Revenue Attainment
	
    (Percentage of gross revenue attainment - 100%) * the
    Annual Bonus amount, * 3

     
	$108,000 - $216,000


 


The methodology for calculating the annual bonus earned for attaining the
established Company services revenue target will conform to that utilized by the parties in the prior years of Executive’s employment
with Company for calculating the annual bonus earned for attaining the established gross revenue target and the annual bonus earned for
attaining the established EBITDA target.