Exhibit
10.1


 


EMPLOYMENT
AGREEMENT 


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 24, 2021 to be effective as of the Closing
Date, as defined below (the “Effective Date”), entered into by and between Joseph Tucker (the “Executive”)
and Enveric Biosciences, Inc. (the “Company”). The Company and the Executive shall be referred to herein as
the “Parties.”


 


RECITALS


 


Whereas,
the Company anticipates entering into that certain Amalgamation Agreement (the “Purchase Agreement”)
by and among the Company, 1306436 B.C. Ltd. (“Purchaser”), 1306432 B.C. Ltd., and MagicMed Industries,
Inc. (“MagicMed”), pursuant to which the Company, through Purchaser, will acquire all of the outstanding
securities of MagicMed;


 


WHEREAS,
upon the Closing Date (as defined in the Purchase Agreement), the Company desires to employ the Executive as its Chief Executive
Officer, and the Executive desires to be employed by the Company as its Chief Executive Officer effective as of the Effective
Date; and


 


Whereas,
the Company and the Executive desire to state in writing the terms and conditions of their agreement and understandings with respect
to the employment of the Executive on and after the Closing Date.


 


Now,
Therefore, in consideration of the mutual
promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


 


ARTICLE
I.


Services
to be Provided by Executive


 


A.
Position and Responsibilities. The Executive shall serve in the position of Chief Executive Officer and shall perform
services for the Company as requested or as needed to perform the Executive’s job. The duties of the Executive shall be
those duties which can reasonably be expected to be performed by a person in such position. At all times during the Term (as defined
below), the Executive shall report exclusively to, and be subject to the direction and supervision of, the Board of Directors
of the Company (the “Board”).


 


B.
Performance. The Executive’s principal place of employment shall be located in the Boston,
Massachusetts metropolitan area, and the Company’s principal office shall be located in Naples, Florida. During the Executive’s
employment with the Company, the Executive may be required to travel from time to time to fulfill his obligations to the Company hereunder
and shall devote such of the Executive’s time, energy, skill and reasonable best efforts as is necessary to the performance of
the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company
and shall exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like
manner, all for the purpose of advancing the business of the Company. The Executive shall at all times act in a manner consistent with
the Executive’s position.


 




    	 



    	 



    

 


ARTICLE
II.


Compensation
for SErvices


 


As
compensation for all services the Executive will perform under this Agreement, the Company will pay the Executive, and the Executive
shall accept as full compensation, the following:


 


A.
Base Salary. The Company shall pay the Executive a monthly salary of $29,166.67 ($350,000, annually) (“Base
Salary”). The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company. The
Executive’s Base Salary will be reviewed by the Board on an annual basis for increase.


 


B.
Performance Bonus. Commencing with the 2022 calendar year, the Executive is eligible to receive annual performance
bonuses of up to seventy-five percent (75%) of his Base Salary (each, a “Performance Bonus”), as may
be in effect from time to time in the discretion of the Board, for each year of employment, based on the extent to which performance
criteria/financial results for the applicable year have been met, which Performance Bonuses shall be paid on or before March 15th
of the year following the year to which such Performance Bonus relates. Notwithstanding the foregoing, to be eligible to
receive the Performance Bonus for a calendar year, the Executive must remain employed through the payment date of such bonus.
All performance/financial criteria shall be established reasonably and in good faith by the Board, after consultation with the
Executive, on an annual basis. The evaluation of the Company’s performance, as measured by the applicable performance criteria
and the awarding of any bonuses shall be determined reasonably and in good faith by the Board.


 


C.
Sign-On Compensation.


 


(i)
Bonus. The Executive shall receive a one-time signing bonus in the amount of $100,000, less applicable deductions
and withholdings, payable as soon as administratively practicable, and in no event later than 30 days, following the Effective
Date.


 


(ii)
Equity Grant.


 


1.
As soon as practicable, and in no event later than 30 days, following the Effective Date, the Company, (pursuant to approval of
the Board) shall grant the Executive a one-time grant under the LTIP (as defined below) of the number of restricted stock units
(“Sign-On RSUs”) determined in accordance with Article II.C(i)2, subject to the terms and conditions
of the LTIP and of an award agreement that shall provide, among other things, that (a) half of the Sign-On RSUs shall be subject
to time-based vesting (“Time Based Sign-On RSUs”), and shall vest in two substantially equal installments
on each of the first and second anniversaries of the Effective Date (each, a “Vesting Date”); and (b)
the remaining half of the Sign-On RSUs shall be subject to performance-based vesting (“Performance Sign-On RSUs”),
and shall vest as described in Article II.C(i)3 below based on the Company’s Average VWAP (as defined below) as of
the applicable Vesting Date, in each case, provided the Executive is employed by or is providing services to the Company in any
capacity (as its Chief Executive Officer or otherwise) on the applicable Vesting Date. Notwithstanding the forgoing, (A) all unvested
Sign-On RSUs shall immediately vest upon the occurrence of a Change in Control (as defined in the LTIP) that occurs after the
Closing Date, and (B) upon the Executive’s termination of employment by the Company without Cause (as defined below) or
by the Executive with Good Reason (as defined below), (x) all Time Based Sign-On RSUs shall immediately vest and (y) and the tranche
of Performance Sign-On RSUs that would have vested on the Vesting Date occurring on or next following the Executive’s employment
termination date shall vest, provided that the applicable performance goal has been achieved by such date.


 




    	2



    	 



    

 


2.
The number of Sign-On RSUs to be granted to the Executive will be determined by the Board or its designee based on the Closing Price
(as defined below) as follows:


 


	Closing Price	 	Sign-On RSUs to be Granted*	 
	$2.00 or less	 	 	175,000	 
	$5.00 or more	 	 	0	 



 


The
number of Sign-On RSUs to be granted will be calculated using linear interpolation between the Closing Price targets.


 


3.
Subject to the other terms and conditions of this Article II.C., if the Company’s Average VWAP on a Vesting Date
equals or exceeds one of the thresholds in the chart below, the number of Performance Sign-On RSUs set forth directly across from
such threshold shall become vested as of such Vesting Date (less any Performance Sign-On Units that vested on the prior Vesting
Date).


 


	Average
    VWAP Thresholds	 	Performance
    Sign-On RSUs Vesting
	110%
    of the Closing Price	 	50%
    of the Performance Sign-On RSUs (rounded down for any fractional units)
	120%
    of the Closing Price	 	All
    remaining Performance Sign-On RSUs


 


4.
For purposes of this Article II.C., the following terms shall have the meanings set forth below:


 


a.
“Average VWAP” means the average, calculated over the 30 Trading Day period that ends five days prior
to a Vesting Date, of the daily volume weighted average price of a share of Common Stock (as defined below) for such date on the
Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (or successor thereto)
using its “Volume at Price” function (based on a Trading Day from 9:30 a.m. (eastern time) to 4:00 p.m. (eastern time)).


 


b.
“Closing Price” shall equal the Closing Average VWAP.


 


c.
“Closing Average VWAP” means the average, calculated over the five Trading Day period immediately preceding
the Closing Date, of the daily volume weighted average price of a share of Common Stock for such date on the Trading Market on
which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (or successor thereto) using its “Volume
at Price” function (based on a Trading Day from 9:30 a.m. (eastern time) to 4:00 p.m. (eastern time)).


 




    	3



    	 



    

 


d.
“Common Stock” means the Company’s common stock, par value $0.01 per share.


 


e.
“Trading Day” means each Monday, Tuesday, Wednesday, Thursday, and Friday, other than any day on which
securities are not traded on the applicable Trading Market or in the applicable securities market.


 


f.
“Trading Market” means the primary securities exchange on which the Common Stock is listed or quoted
for trading on the date in question.


 


D.
Equity Compensation. As soon as administratively practicable following the Effective Date hereof (and in all events
no later than thirty (30) days after the Effective Date), the Company (pursuant to approval of the Board) shall grant the Executive
an award of 750,000 restricted stock units (“Initial RSUs”), 375,000 of such Initial RSUs shall be subject
to time-based vesting (the “Initial Time Based RSUs”), and the remaining 375,000 of such Initial RSUs
shall be subject to performance-based vesting (the “Initial Performance RSUs”).2 The Initial
RSUs shall be subject to the terms and conditions of the Company’s 2020 Long-Term Incentive Plan (the “LTIP”)
and of an award agreement that shall provide, among other things, that (i) one-fourth (1/4th) of the Initial Time Based
RSUs shall vest on the first, second, third, and fourth anniversaries of the Effective Date, and (ii) the Initial Performance
RSUs shall vest based on the achievement of performance milestones established by the Company and set forth in the award agreement,
in each case, provided the Executive is employed by or is providing services to the Company in any capacity (as its Chief Executive
Officer or otherwise) on the applicable vesting date. Notwithstanding the forgoing, (a) all unvested Initial RSUs shall immediately
vest upon the occurrence of a Change in Control that occurs after the Closing Date, and (b) upon the Executive’s termination
of employment by the Company without Cause (as defined below) or by the Executive with Good Reason (as defined below), (x) all
Initial Time Based RSUs shall immediately vest and (y) and the tranche of Initial Performance RSUs that would have vested on the
vesting date occurring on or next following the Executive’s employment termination date shall vest, provided that the applicable
performance goals have been achieved by such date.


 


The
Executive shall be eligible to receive additional equity awards, granted on an annual basis under the LTIP, as the Company may,
in its sole discretion, determine appropriate.


 


For
purposes of this Agreement, “Cause” means a termination of employment because of: (a) the Executive’s
failure or refusal to perform the duties of the Executive’s position in a manner causing material detriment to the Company;
(b) the Executive’s willful misconduct with regard to the Company or its business, assets or executives (including, without
limitation, his fraud, embezzlement, intentional misrepresentation, misappropriation, conversion or other act of dishonesty with
regard to the Company); (c) the Executive’s commission of an act or acts constituting a felony or any crime involving fraud
or dishonesty as determined in good faith by the Company; (d) the Executive’s breach of a fiduciary duty owed to the Company;
(e) any material breach of this Agreement or any other agreement with the Company; or (f) any injury, illness or incapacity which
shall wholly or continuously disable the Executive from performing the essential functions of the Executive’s position for
any successive or intermittent period of at least twelve (12) months. In each such event listed above, if the circumstances are
curable, the Company shall give the Executive written notice thereof which shall specify in reasonable detail the circumstances
constituting Cause, and there shall be no Cause with respect to any such circumstances if cured by the Executive within thirty
(30) days after such notice.


 





 



2 NTD: The applicable performance
criteria will be set forth in the award agreement.


 




    	4



    	 



    

 


For
purposes of this Agreement, “Good Reason” means a termination of employment because of: (a) a materially
adverse diminution in the Executive’s role or responsibilities without the Executive’s consent; or (b) any material
breach of this Agreement by the Company or any other agreement with the Executive. In each such event listed above, the Executive
shall give the Company written notice thereof within thirty (30) days following the first occurrence of such event, which notice
shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect
to any such circumstances if cured by the Company within thirty (30) days after such notice or, if such event is not cured by
the Company, the Executive terminates his employment with the Company no later than sixty (60) days following the first occurrence
of such event.


 


E.
Other Expenses. The Company agrees that, during the Executive’s employment, it will promptly reimburse the
Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of the Executive’s
services hereunder, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts,
provided that the Executive submits such expenses for reimbursement in compliance with the Company’s expense reimbursement
policies. Reimbursement shall be in compliance with the Company’s expense reimbursement policies and, if applicable, Article
V, Section I(ii).


 


F.
Paid Time Off. The Executive is eligible to use paid time off (“PTO”) in accordance with
the Company’s PTO policy as such policy may be modified, amended, terminated, or replaced from time to time by the Company,
and such PTO shall not be less than 20 days per calendar year, prorated for any partial years of employment. Such PTO shall include
time off for sickness, vacation, or personal reasons. The time or times during which PTO may be taken by the Executive shall be
by mutual agreement of the Company and the Executive. Whenever possible, the Company agrees to accommodate and grant the Executive’s
request for PTO. The Company shall not be obligated to compensate the Executive for any PTO upon the termination of the Executive’s
employment for any reason, except as may be required by applicable law.


 


G.
Other Benefits. The Executive may participate in any group health insurance plan and any other employee benefit
or welfare plans, programs, or policies that are made generally available, from time to time, to other employees of the Company
(the “Benefit Plans”), on a basis consistent with such participation and subject to the terms of the
documents governing such plan, program, or policy (including, without limitation, the applicable eligibility and participation
requirements), as such plans, programs, or policies may be modified, amended, terminated, or replaced from time to time by the
Company.


 


H.
Indemnification and Insurance. The Company agrees to defend and indemnify the Executive to the maximum amount permitted
by law. The Company shall also ensure that the Executive is covered under a Directors and Officers Liability Policy sufficient
to protect the Executive from claims arising from his role as an officer or director of the Company.


 




    	5



    	 



    

 


ARTICLE
III.

Term; Termination


 


A.
Term of Employment. This Agreement’s stated term and employment relationship created hereunder will begin
on the Effective Date and will remain in effect until terminated by either party in accordance with this Article III (the
“Term”).


 


B.
Termination. Either party may terminate the Executive’s employment at any time upon written notice; provided
that the Company and the Executive will be required to provide the other at least thirty (30) days’ advance written notice
of a termination by the Company for any reason or the Executive’s resignation for any reason. The date of the Executive’s
termination shall be the date stated in the notice of termination. Upon termination of the Executive’s employment, the Company
shall pay the Executive (i) any unpaid Base Salary accrued through the date of termination, (ii) any amounts due to the Executive
under the terms of the Benefit Plans, and (iii) any unreimbursed expenses properly incurred prior to the date of termination (the
“Accrued Obligations”). In the event the Executive resigns for any reason, the Company may, in its sole
discretion, shorten the notice period and determine the date of termination without any obligation to pay the Executive any additional
compensation other than the Accrued Obligations. In addition, in the event this Agreement expires, the Company terminates the
Executive’s employment for any reason, or the Executive resigns for any reason, the Company shall have no further liability
or obligation to the Executive under this Agreement other than the Accrued Obligations. The Accrued Obligations shall be payable
in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following the Executive’s
employment termination date.


 


(i)
Expiration of the Agreement; Termination for Cause; Voluntary Resignation Without Good Reason; Upon Death or Disability.
In the event the Executive voluntarily resigns without Good Reason, the Company may, in its sole discretion, shorten the notice
period and determine the date of termination without any obligation to pay the Executive any additional compensation other than
the Accrued Obligations and without triggering a termination of the Executive’s employment without Cause. In addition, in
the event this Agreement expires, the Company terminates the Executive’s employment for Cause, the Executive voluntarily
resigns without Good Reason, or upon the Executive’s death or Total and Permanent Disability (as defined in the LTIP), the
Company shall have no further liability or obligation to the Executive under this Agreement other than the Accrued Obligations.
The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later
than thirty (30) days following the Executive’s employment termination date.


 


(ii)
Termination Without Cause or for Good Reason. In the event the Executive’s employment is terminated by the
Company without Cause or by the Executive for Good Reason at any time during the Term, the Executive shall receive, subject to
the execution and timely return by the Executive of a release of claims in the form to be delivered by the Company, which release
shall, by its terms, be irrevocable no later than the thirtieth (30th) day following his employment termination date,
severance pay in an aggregate amount equal to the Executive’s Base Salary for twelve (12) months, less applicable payroll
deductions and tax withholdings, payable in accordance with the normal payroll policies of the Company over a twelve (12) month
period, with the first such payment being paid to the Executive on the Company’s first regular pay date on or after the
thirtieth (30th) day following his employment termination date.


 




    	6



    	 



    

 


ARTICLE
IV.

Restrictive Covenants


 


A.
Confidentiality.


 


(i)
Confidential Information. During the Executive’s employment with the Company, the Company shall grant the
Executive otherwise prohibited access to its trade secrets and confidential information which is not known to the Company’s
competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or
at its substantial expense, and which is of great competitive value to the Company, and access to the Company’s customers
and clients. For purposes of this Article IV, the “Company” shall also include its parents, subsidiaries,
and affiliates. For purposes of this Agreement, “Confidential Information” includes any trade secrets
or confidential or proprietary information of the Company, including, but not limited to, the following: methods of operation,
products, inventions, services, processes, equipment, know-how, technology, technical data, policies, strategies, designs, formulas,
developmental or experimental work, improvements, discoveries, research, plans for research or future products and services, corporate
transactions, database schemas or tables, software, development tools or techniques, training procedures, training techniques,
training manuals, business information, marketing and sales methods, plans and strategies, competitors, markets, market surveys,
techniques, production processes, infrastructure, business plans, distribution and installation plans, processes and strategies,
methodologies, budgets, financial data and information, customer and client information, prices and costs, fees, customer and
client lists and profiles, employee, customer and client nonpublic personal information, supplier lists, business records, product
construction, product specifications, audit processes, pricing strategies, business strategies, marketing and promotional practices,
management methods and information, plans, reports, recommendations and conclusions, information regarding the skills and compensation
of employees and contractors of the Company, and other business information disclosed to the Executive by the Company, either
directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information”
does not include, and there shall be no obligation hereunder with respect to, information that (a) is generally available to the
public on the date of this Agreement or (b) becomes generally available to the public other than as a result of a disclosure not
otherwise permissible hereunder.


 


(ii)
No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary
to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized
use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands
and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant
effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b)
constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential
Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s
employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information.
The Executive agrees that the Executive shall not during the period of the Executive’s employment with the Company and thereafter,
directly, or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information
without the Company’s consent. Throughout the Executive’s employment with the Company thereafter: (a) the Executive
shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent
disclosure to any unauthorized person, and follow all Company policies protecting the Confidential Information; and (b) the Executive
shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential
Information, other than in the proper performance of the Executive’s duties.


 




    	7



    	 



    

 


(iii)
Return of Property and Information. Upon the termination of the Executive’s employment for any reason, the
Executive shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones,
personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard
drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all
copies thereof, which belong to the Company or relate to the Company’s business and which are in the Executive’s possession,
custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive’s employment
the Executive determines that the Executive has any Confidential Information in the Executive’s possession or control, the
Executive shall immediately return to the Company all such Confidential Information in the Executive’s possession or control,
including all copies and portions thereof.


 


B.
Restrictive Covenants. In consideration for (i) the Company’s promise to provide Confidential Information
to the Executive, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of
the Company, and/or the business opportunities disclosed or entrusted to the Executive, (iii) access to the Company’s customers
and clients, and (iv) the Company’s employment of the Executive pursuant to this Agreement and the compensation and other
benefits provided by the Company to the Executive, to protect the Company’s Confidential Information and business goodwill
of the Company, the Executive agrees to the following restrictive covenants:


 


(i)
Non-Solicitation. The Executive agrees that during the Term and for a period of twelve (12) months following the
Executive’s termination (the “Restricted Period”), other than in connection with the Executive’s
duties under this Agreement, the Executive shall not, and shall not use any Confidential Information to, directly or indirectly,
either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in
any other capacity, and whether personally or through other persons:


 


(a)
Solicit business from, attempt to conduct business with, or conduct business with any client, customer, or prospective client
or customer of the Company with whom the Company conducted business or solicited within the final twelve (12) months prior to
the Executive’s termination, and who or which: (A) the Executive contacted, called on, serviced, did business with, or had
contact with during the Executive’s employment or that the Executive attempted to contact, call on, service, or do business
with during the Executive’s employment; or (B) that the Executive became acquainted with or dealt with, for any reason,
as a result of the Executive’s employment. This restriction applies only to business that is in the scope of services or
products provided by the Company; or


 


(b)
Hire, solicit for employment, induce, or encourage to leave the employment of the Company, or otherwise cease their employment
or other relationship with the Company, on behalf of itself or any other individual or entity, any employee, independent contractor
or any former employee or independent contractor of the Company whose employment or contractor relationship ceased less than twelve
(12) months earlier.


 




    	8



    	 



    

 


(ii)
Mutual Non-Disparagement. During the Executive’s employment with the Company and any time thereafter, the
Executive shall not make, publish, or otherwise transmit any false, disparaging, or defamatory statements, whether written or
oral, regarding the Company and any of its employees, executives, agents, investors, procedures, investments, products, policies,
or services. The Board and the Company’s named executive officers will not make or publish any statement, written or verbal,
to any person or entity, including in any forum or media, or take any action, in disparagement of the Executive, including negative
references to or about the Executive’s services, policies, practices, documents, methods of doing business, strategies,
or objectives, or take any other action that may disparage the Executive to the general public. However, nothing in this Article
IV, Section B(ii) shall prohibit: (1) the Executive, any member of the Board or any named executive officer of the Company
from testifying truthfully in response to a subpoena or participating in any governmental proceeding; (2) the Executive from engaging
in any criticism or other statements made internally within the Company on a need-to-know basis, and provided such criticism or
other statement is not presented in a disruptive or insubordinate manner, concerning Company’s performance or nonperformance;
and (3) any named executive officer or member of the Board from engaging in any criticism or other statements made internally
within the Company on a need-to-know basis concerning the Executive’s performance or nonperformance of the Executive’s
duties or responsibilities for the Company.


 


C.
No Interference. Notwithstanding any other provision of this Agreement, (i) the Executive may disclose Confidential
Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over the
Executive or the business of the Company or by any administrative body or legislative body (including a committee thereof) with
jurisdiction to order the Executive to divulge, disclose or make accessible such information; and (ii) nothing in this Agreement
is intended to interfere with the Executive’s right to (a) report possible violations of state or federal law or regulation
to any governmental or law enforcement agency or entity; (b) make other disclosures that are protected under the whistleblower
provisions of state or federal law or regulation; (c) file a claim or charge with the Equal Employment Opportunity Commission
(“EEOC”), any state human rights commission, or any other governmental agency or entity; or (d) testify,
assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human rights commission, any
other governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such
reports or disclosures or engaging in any of the conduct outlined in Article IV.C(ii) above, the Executive may disclose
Confidential Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need
not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.


 


D.
Defend Trade Secrets Act. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016
that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint
or other document that is filed under seal in a lawsuit or other proceeding. If the Executive files a lawsuit for retaliation
against the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to
the Executive’s attorney and use the trade secret information in the court proceeding if the Executive files any document
containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.


 


E.
Tolling. If the Executive violates any of the restrictions contained in this Article IV, the Restricted Period
shall be suspended and shall not run in favor of the Executive from the time of the commencement of any violation until the time
when the Executive cures the violation to the satisfaction of the Company.


 


F.
Remedies. The Executive acknowledges that the restrictions contained in Article IV of this Agreement, in
view of the nature of the Company’s business and the Executive’s position with the Company, are reasonable and necessary
to protect the Company’s legitimate business interests and that any violation of Article IV of this Agreement would
result in irreparable injury to the Company. In the event of a breach by the Executive of Article IV of this Agreement,
then the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Executive from the commission
of any breach. Such remedies shall not be deemed the exclusive remedies for a breach or threatened breach of this Article IV
but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Executive,
the Executive’s agents, any future employer of the Executive, and any person that conspires or aids and abets the Executive
in a breach or threatened breach of this Agreement.


 




    	9



    	 



    

 


G.
Reasonableness. The Executive hereby represents to the Company that the Executive has read and understands, and
agrees to be bound by, the terms of this Article IV. The Executive acknowledges that the scope and duration of the covenants
contained in this Article IV are fair and reasonable in light of (i) the nature and wide geographic scope of the operations
of the Company’s business; (ii) the Executive’s level of control over and contact with the Company’s business;
and (iii) the amount of compensation, trade secrets and Confidential Information that the Executive is receiving in connection
with the Executive’s employment by the Company.


 


H.
Reformation. If any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable,
or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions herein set
forth to be modified by the court making such determination so as to be reasonable and enforceable and, as so modified, to be
fully enforced. By agreeing to this contractual modification prospectively at this time, the Company and the Executive intend
to make this provision enforceable under the law or laws of all applicable jurisdictions so that the entire agreement not to compete
and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.


 


I.
No Previous Restrictive Agreements. The Executive represents that, except as disclosed to the Company, the Executive
is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade
secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain
from competing, directly or indirectly, with the business of such previous employer or any other party. The Executive further
represents that the Executive’s performance of all the terms of this Agreement and the Executive’s work duties for
the Company do not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired
by the Executive in confidence or in trust prior to the Executive’s employment with the Company. The Executive shall not
disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any
previous employer or others.


 


ARTICLE
V.

Miscellaneous Provisions


 


A.
Governing Law. The Parties agree that this Agreement shall be governed by and construed under the laws of the State
of Delaware. In the event of any dispute regarding this Agreement, the Parties hereby irrevocably agree to submit to the exclusive
jurisdiction of the federal and state courts situated in New Castle County, Delaware, and the Executive agrees that he shall not
challenge personal or subject matter jurisdiction in such courts. The Parties also hereby waive any right to trial by jury in
connection with any litigation or disputes under or in connection with this Agreement.


 




    	10



    	 



    

 


B.
Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner
be construed as a part of this Agreement.


 


C.
Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement to be
invalid, illegal, or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain
in full force and effect.


 


D.
Reformation. In the event any court of competent jurisdiction holds any restriction in this Agreement to be unreasonable
and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall remain in
full force and effect as reformed by the court.


 


E.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and fully supersedes any
and all prior agreements, understanding or representations between the Parties pertaining to or concerning the subject matter
of this Agreement, including, without limitation, the Executive’s employment with the Company. No oral statements or prior
written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions
to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective
on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement. The Executive acknowledges
and represents that in executing this Agreement, the Executive did not rely, and has not relied, on any communications, promises,
statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement.
The Parties represent that they relied on their own judgment in entering into this Agreement.


 


F.
Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches. The
failure of either of the Parties to insist in any one or more instances upon performance of any terms or conditions of this Agreement
shall not be construed as a waiver of future performance of any such term, covenant, or condition but the obligations of either
of the Parties with respect thereto shall continue in full force and effect. The breach by one of the Parties to this Agreement
shall not preclude equitable relief or the obligations of the other.


 


G.
Modification. The provisions of this Agreement may be amended, modified, or waived only with the prior written consent
of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall
be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.


 


H.
Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective
heirs, successors and permitted assigns. The Executive may not assign this Agreement to a third party. The Company may assign
its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto
or any purchaser of substantially all of the assets of the Company.


 




    	11



    	 



    

 


I.
Code Section 409A.


 


(i)
To the extent (a) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced
herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject
to Section 409A of the Code; (b) the Executive is deemed at the time of his separation from service to be a “specified employee”
under Section 409A of the Code; and (c) at the time of the Executive’s separation from service the Company is publicly traded
(as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be
paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (x) the first
day of the seventh month following the Executive’s separation from service or (y) the date of the Executive’s death
following such separation from service. Upon the expiration of the applicable deferral period described in the immediately preceding
sentence, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in
the absence of this Article V, Section I shall be paid to the Executive or the Executive’s beneficiary in one lump
sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise
would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment
Interest Rate” shall mean the national average annual rate of interest payable on jumbo six (6) month bank certificates
of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the
Executive’s separation from service.


 


(ii)
To the extent any benefits provided under Article II, Sections E, G or Article III, Section B(ii) above are otherwise
taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments
of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be
provided in any other calendar year.


 


(iii)
In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated
as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii),
the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for
purposes of Treas. Reg. §1.409A-2(b)(2)(iii).


 


(iv)
It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations
and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted,
operated, and administered in a manner consistent with such intent.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]


 




    	12



    	 



    

 


IN
WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed on the date first set forth above, to
be effective as of that date.


 


	EXECUTIVE:	 
	 	 
	/s/ Joseph Tucker	 
	Joseph
    Tucker	 
	 	 	 
	COMPANY:	 
	 	 	 
	/s/ David Johnson	 
	By:	David
    Johnson	 
	Its:	Chairman
    and Chief Executive Officer	 


 




    	13