Exhibit 10.12


 








 


 


July 24, 2015


 


 


Mr. Ron Fisher


903 White Horse Trail


Hinckley, Ohio 44233


 


		Re:	Employment Offer: Vice President of Business Development



 


Dear Mr. Fisher,


 


I am pleased to offer you a full-time position as the Vice President
of Business Development with Sigma Labs, Inc., effective on August 10, 2015. Your annual salary will be in the amount of $180,000
and you will be paid bi-monthly on an exempt basis. You will be exempt from minimum wage and overtime pay requirements and you
will report to the President of Sigma Labs, Inc. Our employment relationship will be terminable at-will, which means that either
you or Sigma Labs, Inc. may terminate your employment at any time and for any reason.


 


As a regular full-time employee, you are eligible to receive
medical, dental, life, short & long-term disability, participate in the Section 125 cafeteria plan, vision plan, 401K plan,
accrue annual leave and receive holiday benefits. If you elect insurance benefits, please return all paperwork to me no later than
your start date for coverages to begin at the earliest possible date. Please note that all insurance coverages are based upon meeting
the insurance company’s enrollment requirements. If you choose not to elect any of the coverages, you will need to
complete a waiver form, which will be provided.


 


In addition to the benefits package discussed above, Sigma Labs
has a relocation policy for individuals relocating to the state of New Mexico that will be made available to you.


 


Sigma Labs has a 2013 Equity Incentive Plan (the “Plan”)
and wants to acknowledge the key nature and value of your position to the long term success of the company by granting you under
the Plan, effective upon the date your employment commences (i.e., August 10, 2015), (i) as a one-time signing bonus, a
non-qualified stock option (the "Start Date Option") to purchase up to 4,750,000 shares of common stock of Sigma
Labs. The Start Date Option will have an exercise price equal to the closing price of our common stock on the date of grant, will
vest in accordance with the schedule listed in Exhibit A, provided you are in the employ of the company at each of the following
dates, August 10, 2016, 2017, 2018 and 2019, and be on such other terms and provisions as are contained in Sigma Labs' standard-form
nonqualified stock option agreement under the Plan, and (ii) a total of 250,000 shares (the “Shares”) of common stock
of the company, subject to vesting based on the satisfaction of certain performance criteria set forth in Exhibit A, provided you
are in the employ of the company when any such criteria is satisfied.  Each Share will have a value equal to the closing price
of our common stock on the date of grant and will be on such other terms and provisions as are contained in Sigma Labs' standard-form
of restricted stock letter agreement under the Plan.  We will provide you with copies of the foregoing stock option agreement
and letter agreement on or before the date your employment commences. Additionally, Sigma Labs will grant you under the Plan, effective
as of the first calendar day following the first anniversary of the date your employment commences (the "Option Grant Date")
and provided you remain in our employ as of such date, a non-qualified stock option (the "Anniversary Option") to purchase
up to 1,000,000 shares of common stock of Sigma Labs. The Anniversary Date Option will have an exercise price equal to the closing
price of our common stock on the date of grant (i.e., the Option Grant Date), will vest in accordance with the schedule listed
in Exhibit A, provided you are in the employ of the company at each of the following dates, August 11, 2017, 2018, 2019 and 2020,
and be on such other terms and provisions as are contained in Sigma Labs' standard-form nonqualified stock option agreement under
the Plan.


 


 






     


     


    







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Furthermore, as an important member of the Sigma team, Sigma
wants to further acknowledge the importance of your position by offering you a performance-based bonus plan in accordance with
the schedule listed in Exhibit A, provided that you remain a Sigma employee in good standing.


 


Regarding location of your assigned position, Sigma Labs recognizes
that you will execute the primary duties of your position at its offices located at 3900 Paseo del Sol, Santa Fe, NM 87507. In
addition, Sigma labs will provide you with a company cell phone and laptop computer for your business use.


 


If you have questions concerning the terms stated in this letter,
please let me know. Otherwise, please note your acceptance of this offer by signing in the space provided below. Upon completion,
please PDF and send it to me via email no later than August 3, 2015. Please mail all original documentation to the address provided
below. Nothing written in this letter changes our at-will employment relationship either implied, in writing or orally into a contract.


 


I sincerely hope that you find the terms of this offer to be
acceptable, and we look forward to a mutually rewarding association.


 


 


Sincerely,


 


/s/ Mark J. Cola


 


Mark J. Cola


President and Chief Executive Officer


 


 


 


Attachments:Exhibit A: Compensation Package


 


 


 


Position Accepted By:


 





	_/s/ Ronald K. Fisher, Jr.__________ 	__7/27/2015_____________________
	Ronald K. Fisher, Jr.	Date







 


 


 


 






     


     


    

 





Page 3 of 3







 


 


Exhibit A


Compensation Package


 


 


 





 


 


 


* OEM agreements are defined as signed definitive documents
between Sigma Labs and a qualified OEM provider of Additive Manufacturing systems or software, and includes but is not limited
to language that clearly describes the nature of the agreement (e.g., active sales and marketing activities and cycles,
support and consulting services, the number of units to be sold, and associated hardware and software license pricing structure,
etc.