EXHIBIT 10.19


 


EXECUTION VERSION


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (this “Agreement”) is dated as of October 1, 2020 (the “Effective Date”), and
is entered into by and between BLACK RIDGE OIL & GAS INC. (the “Company”), and Ira Goldfarb (the “Employee”).


 


W I T N E S S E T H


 


WHEREAS, the
Company desires to employ the Employee, and the Employee desires to be employed by the Company pursuant to the terms of this Agreement,
as follows: 


 


1.              
POSITION AND DUTIES. During the Employment Term, the Employee shall serve as the Executive Chairman and
Chairman of the Board of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities commensurate
with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies. The Employee’s
principal place of employment with the Company shall be in the Dallas-Fort Worth, Texas metropolitan area, provided, that, the
Employee understands and agrees that the Employee will be required to travel regularly for business purposes. The Employee shall
report directly to the Board of Directors of the Company (the “Board”)) and shall devote all of the Employee’s
business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s
duties with the Company.


 


2.              
EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and
the Employee agrees to be so employed, for a term of five (5) years (the “Initial Term”) commencing upon the
Effective Date. Upon expiration of the Initial Term and on each anniversary of the Effective Date following the Initial Term, the
term of this Agreement shall be automatically extended for successive one (1)-year periods (each, a “Successive Term”);
provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party
at least thirty (30) days prior to the expiration of the Initial Term or any such Successive Term. Notwithstanding the foregoing,
the Employee’s employment hereunder may be earlier terminated in accordance with Section 8 hereof. The period of time
between the Effective Date and the termination of the Employee’s employment hereunder shall be referred to herein as the
“Employment Term.”


 


3.              
COMPENSATION. During the Employment Term, the Company agrees to pay the Employee compensation as follows:


 


(a)           
STOCK COMPENSATION. Beginning on the Effective Date and through December 31, 2021, the Company shall compensate
the Employee through the issuance of 90,667 shares of common stock to the Employee issuable on December 31, 2024. In addition,
the Employee shall be eligible for an option grant in an amount as determined by the Company's Board (or compensation committee
of the Company) with a vesting schedule such that 60% shall vest on January 1, 2024 and 20% of the total grant shall vest on each
of January 1, 2025 and 2026.


 


(b)           
CASH COMPENSATION. Beginning on January 1, 2022, the Company shall pay the Employee a base salary at an annual
rate of $330,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly
(the “Base Salary”).


 


4.              
ANNUAL BONUS. Beginning on December 31, 2021, and on December 31 of each year thereafter, the Employee
shall be eligible to receive an annual discretionary incentive payment (the “Annual Bonus”) with respect to
each calendar year during the Employment Term beginning with the 2021 calendar year, upon the attainment of one (1) or more pre-established
performance goals established by the Board (or a committee thereof) in its sole discretion. The Annual Bonus will be based on a
target bonus opportunity of fifty percent (50%) of the Employee’s total compensation for such year. Any Annual Bonus payable
hereunder shall be paid in the calendar year following the calendar year to which such bonus relates and at the same time as other
annual bonuses are paid to other senior executives of the Company, if applicable, subject to the Employee’s continued employment
with the Company through the date of payment.


 


 


 






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5.              
ANNUAL RAISE. Beginning on December 31, 2022, and on December 31 of each year thereafter, the Employee
shall receive a raise equal to ten percent (10%) of her Base Salary for the year then completed (each such raise, an “Annual
Raise”), with such raise to be effective January 1 of the following year. Notwithstanding anything else contained herein,
the Employee shall only be entitled to receive the Annual Raise for any given year if the Company’s pre-tax net income for
the most recently completed fiscal year is equal to or greater than one hundred thousand dollars ($100,000).


 


6.              
EMPLOYEE BENEFITS. During the Employment Term, the Employee shall be entitled to participate in any employee
benefit and insurance plans that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees
generally, subject to satisfying the applicable eligibility requirements. Notwithstanding the foregoing, the Company may modify
or terminate any employee benefit plan at any time. Further, the Employee shall be entitled to four (4) weeks of paid vacation
per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to
employees as in effect from time to time.


 


7.              
BUSINESS AND TRAVEL EXPENSES. The Employee shall be reimbursed in accordance with the Company’s
expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by the Employee during the Employment
Term.


 


8.              
TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the
following to occur:


 


(a)           
DISABILITY. Upon thirty (30) days’ prior written notice by the Company to the Employee of a termination
due to Disability. For purposes of this Agreement, “Disability” shall be defined as the inability of the Employee
to have performed the Employee’s material duties hereunder after reasonable accommodation due to a physical or mental injury,
infirmity or incapacity for one hundred eighty (180) days (including, without limitation, weekends and holidays) in any three hundred,
sixty-five (365)-day period as determined by the Board in its reasonable discretion.


 


(b)           
DEATH. Automatically upon the date of death of the Employee.


 


(c)           
CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “Cause”
shall mean:


 


(i)             
the Employee’s willful misconduct or gross negligence in the performance of the Employee’s duties to
the Company or any of its affiliates or failure to follow the lawful instruction of the Board;


 


(ii)           
the Employee’s commission of, indictment for, conviction of, or pleading of guilty or nolo contendere
to, any crime involving moral turpitude or any felony;


 


(iii)         
the Employee’s performance of any act of theft, embezzlement, fraud, dishonesty or misappropriation of the
property of the Company or any of its affiliates; or


 


(iv)         
the Employee’s breach of any fiduciary duty owed to the Company or any of its affiliates (including, without
limitation, the duty of care and the duty of loyalty).


 


(d)           
WITHOUT CAUSE. Upon sixty (60) days’ written notice by the Company or the Employee to the other.


 


Except for in the event
of a termination for Cause by the Company, the Employee or the Employee’s estate shall be paid any unpaid stock compensation
or Base Salary through the date of termination; reimbursement for any unreimbursed business expenses incurred and reimbursable
in accordance herein; and all other accrued and vested payments, benefits or fringe benefits to which the Employee is entitled
in accordance with the terms and conditions of the applicable compensation or benefit plan, program or arrangement of the Company.


 


In addition to the above,
if Employee's employment is terminated by Company without Cause and Employee signs a written agreement prepared by Company that
releases Company of any and all legal claims Employee may have, and that reaffirms Employee's commitment to abide by Sections 9,
10, 11 and 12 of this Agreement, as severance, Company will continue to pay Employee Employee’s then-current Base Salary,
in accordance with Company's usual payroll practices, for the twenty-four (24) month period following the termination date.


 


 






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9.              
CONFIDENTIALITY. The Company is hiring Employee and may, but is not obligated to, provide Employee with
access to certain of the Company’s Confidential Information. While employed by the Company and at any time thereafter, Employee
shall not, either directly or indirectly, use (other than in the performance of Employee’s duties to the Company) or disclose
to any other firm, corporation, partnership, individual or other third party, any of the Company’s Confidential Information,
defined as follows: "Any trade secrets or other information regarding the business, finances or operations of the Company,
or regarding any investor, customer, supplier or other business relationship of the Company, or any assets or properties of the
Company, whether tangible or intangible, that has not previously been publicly disclosed by duly authorized representatives of
the Company. By way of illustration, but not limitation, Confidential Information shall include investment strategies, investment
plans, trade secrets, processes, formulae, ideas, inventions, improvements, know-how, techniques, drawings, designs, original writings,
software programs, plans, proposals, marketing and sales plans, information regarding the relationship of the Company with any
of its existing and potential investors, customers, suppliers and other business relationships, any agreements by the Company with
its investors, customers, suppliers and other business relationships, financial information, cost or pricing information, blueprints,
production methods or capabilities, specifications, promotional ideas, and all other concepts and information or ideas related
to the present or potential business of the Company." Employee acknowledges that the Company has invested substantial time
and effort in developing this Confidential Information and that this Confidential Information is not readily ascertainable by others.
Employee agrees to follow all procedures that the Company may establish to protect its Confidential Information. Employee agrees
not to make copies of such Confidential Information, except for the benefit of the Company or as may be expressly authorized by
the Company.


 


10.          
NONCOMPETE. During employment with and for a period of one year after termination of employment with the
Company (or after the date of the last payment from the Company to Employee of compensation if later), Employee agrees not to directly
or indirectly engage in any employment, occupation, consulting, or other business activity (“activities”) that would
be in competition with the Company in in the business of manufacturing and producing freeze-dried fruit and vegetables for human
consumption (the "Business"). During employment with and for a period of one year after termination of employment with
the Company (or after the date of the last payment from the Company to Employee of compensation if later), Employee agrees not
to plan or otherwise take any preliminary steps, either alone or in concert with others, to establish or engage in the Business.
The parties hereto acknowledge that the restrictions set forth in this Section 10 are fair and reasonable with respect to their
duration, scope and area. If, at the time of the enforcement of this Section 10, a court holds that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances will be substituted for the stated duration, scope or area. In the event of any breach
by Employee of any provisions of this Section 10, the Company will have the right, in addition to any other rights and remedies
existing in its favor hereunder, to enforce its rights and the obligations of Employee under this Section 10 not only by an action
for damages, but also by an action for specific performance and/or injunctive or other equitable relief in order to enforce or
prevent any violations of the provisions of this Section 10. Notwithstanding anything else herein to the contrary, the Employee
may own stock, securities, debt, notes or bonds of a company with publicly traded equity securities that competes with the Company
if Employee is not a holder of more than two percent of any class of equity securities or more than two percent of the aggregate
principal amount of any class of debt, notes or bonds of that company.


 


11.           
NONSOLICITATION. During employment with and for a period of two years after termination of employment
with the Company (or after the date of the last payment from the Company to Employee of compensation if later), Employee will not,
either directly or indirectly, acting alone or with any other person, firm, agent, employee, officer or corporation, interfere
with any contractual or other business relationships that the Company has, or solicit any current officer, director, employee,
consultant, independent contractor or agent of the Company to leave the Company or to work for any business entity in direct or
indirect competition with the Company.


 


12.           
RETURN OF PROPERTY. Employee acknowledges that all documents and materials pertaining to the business
of the Company or Employee’s employment with the Company are the property of the Company, even if made by Employee. Upon
termination, or upon earlier request of the Company, Employee will return immediately all of the Company’s property, including
all such documents and materials in Employee’s possession and control, and all forms of Confidential Information, as well
as address lists, keys, credit cards, and any other items of value. Employee will not allow any third party to take or use any
of the foregoing. Employee agrees not to remove any Company property from Company premises without the express prior written permission
of a duly authorized representative of the Company. Upon termination, Employee: (1) will delete all Confidential Information from
any computers Employee owns; and (2) will participate in an exit interview, if requested by the Company, for the purpose of ensuring
that the Company's Confidential Information and business relationships will not be improperly jeopardized by Employee’s new
position or situation.


 


 






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13.          
NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. No party may assign or delegate
any rights or obligations hereunder without first obtaining the written consent of the other party hereto.


 


14.          
NOTICE. For purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the
date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail,
(c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the
fourth (4th) business day following the date delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:


 


If to the Employee:


 


Ira Goldfarb


1918 N Olive St., Apt 3303


Dallas, TX 75201


 


If to the Company:


 


Ken DeCubellis


3155 Jamestown Road


Orono, MN 55356


 


15.          
SECTION HEADINGS; INCONSISTENCY. The section headings used
in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of
this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the
Company, the terms of this Agreement shall govern and control.


 


16.          
SEVERABILITY. In the event that any of the provisions,
or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity
and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.


 


17.          
COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.


 


18.          
GOVERNING LAW; JURISDICTION. This Agreement, the rights and obligations of the parties hereto, and all
claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas, without
regard to the choice of law provisions thereof.


 


19.          
Attorneys’ Fees. If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the substantially prevailing
Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party or parties to such
action.


 


20.          
MISCELLANEOUS. No waiver by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all
exhibits hereto (if any) sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein
and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject
matter. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.


 


 






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21.          
TAX MATTERS.


 


(a)           
WITHHOLDING. The Company may withhold from any and all
amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant
to any applicable law or regulation.


 


(b)           
SECTION 409A COMPLIANCE. 


 


(i)             
The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section
409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly,
to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision
hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum
extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable
provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section
409A.


 


(ii)           
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amount or benefit upon or following a termination of employment unless such termination is also
a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this
Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation
from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the date of termination
to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to
any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section
409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until
the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation
from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section
409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 21(b)(ii)
(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid
or reimbursed to the Employee in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them herein.


 


(iii)         
To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred
compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior
to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement,
expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable year.


 


(iv)         
For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies
a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the
sole discretion of the Company.


 


(v)           
Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under
this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to
offset by any other amount unless otherwise permitted by Code Section 409A.


 


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EXECUTION VERSION

 


 


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


 


 


BLACK RIDGE OIL & GAS INC.


 


 


 


By: ________________________________________


Name:


Title:


 


 


 


EMPLOYEE


 


 


 


___________________________________________ 


Ira Goldfarb


 


 


 


 






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