Exhibit
10.1


 


_________
2022


 





 Form
of  




 


Director’s
Service Agreement


 


between


 


Forafric
Global PLC


 


and


 


Forafric
Agro Industries Limited


 


and


 


 [Director] 


 






    	 



     


    

 


THIS
DEED is dated 21st September 2022


 


Parties


 


	(1)	FORAFRIC
    GLOBAL PLC a company incorporated in Gibraltar with registered number 122390 and with a registered office situated at Madison
    Building, Midtown, Queensway, Gibraltar GX11 1AA, Gibraltar (the “Company”), 
	 	 
	(2)	FORAFRIC
    AGRO INDUSTRIES LIMITED a company incorporated and registered in Mauritius with company number 171452 and registered office is
    at c/o Sovereign Trust (Mauritius) Limited, Unit 21, Circle Square Business Park, Forback Mauritius (“Forafric Agro”),
    
	 	 
	(3)
    	 [
       ]  (the “Director”).


 


Agreed
terms


 


	1.
    	Interpretation



 


	1.1	The
                                            definitions and rules of interpretation in this clause 1 apply in this agreement.



 


Appointment:
the engagement of the Director by the Company on the terms of this agreement.


 


Audit
Committee: the audit committee of the Company, as may be constituted from time to time. 


 


Board:
the board of directors of the Company.


 


Business
Day: a day, other than a Saturday, Sunday or public holiday in Gibraltar, when banks in Gibraltar are open for business.


 


Commencement
Date: 9th June 2022.


 


Compensation
Committee: the compensation committee of the Company, as may be constituted from time to time.



 


Confidential
Information: information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating
to the business, products, affairs and finances of the Company and its affiliates for the time being confidential to the Company and
its affiliates and trade secrets including, without limitation, technical data and know-how relating to the business of the Company and
its affiliates or any of their business contacts.


 


Nominating
Committee: the nominating committee of the Company, as may be constituted from time to time. 


 


Termination:
the termination of the Director’s engagement with the Company however caused.


 






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	1.2	The
                                            headings in this agreement are inserted for convenience only and shall not affect its construction.
	 	 
	1.3	A
                                            reference to a particular law is a reference to it as it is in force for the time being taking
                                            account of any amendment, extension, or re-enactment and includes any subordinate legislation
                                            for the time being in force made under it.



 


	2.
    	Term
    of appointment



 


	2.1	The
                                            Appointment shall be deemed to have commenced on the Commencement Date and shall continue
                                            until the date of the 2025 annual general meeting of the Company, subject to the remaining
                                            terms of this agreement, unless terminated by either party giving the other not less than
                                            six months prior notice in writing.



 


	3.
    	Director
    warranties



 


	3.1	The
                                            Director warrants that she is entitled to work for a Gibraltar company without any additional
                                            approvals and will notify the Company immediately if she ceases to be so entitled during
                                            the Appointment.
	 	 
	3.2	The
                                            Director warrants that she is not subject to any restrictions which prevent her from holding
                                            office as a director.



 



	4.
    	Duties
    of the Director



 


	4.1	The
                                            Director shall serve as non-executive director on the Board. 
	 	 
	4.2	In
                                            addition to the foregoing, the Director shall be required to serve as a member of the Company’s
                                            Audit Committee, Nominating Committee and Compensation Committee. 
	 	 
	4.3	During
                                            the Appointment the Director shall:



 


		(a)	act
                                            as a director of the Company;
	 	 	 
		(b)	abide
                                            by any statutory, fiduciary or common-law duties to the Company;
	 	 	 
		(c)	not
                                            do anything that would cause her to be disqualified from acting as a director;
	 	 	 
		(d)	faithfully
                                            and diligently exercise such powers and perform such duties as may from time to time be assigned
                                            to her by the Company;
	 	 	 
		(e)	comply
                                            with all reasonable and lawful directions given to her by the Company;



 






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		(f)	promptly
                                            make such reports to the Board in connection with the affairs of the Company on such matters
                                            and at such times as are reasonably required, and
		(g)	use
                                            reasonable endeavours to attend all meetings of the Board.



 



	5.	Duties
    of the Company



 


Information


 


	5.1	The
                                            Company shall provide the Director with all such information relating to the Company and
                                            its subsidiaries which is reasonably requested by the Director for the purposes of discharging
                                            her duties as director of the Company. 



 


Directors’
and officers’ insurance


 


	5.2	During
                                            the Appointment and for six years following Termination the Director shall be entitled to
                                            be covered by a policy of directors’ and officers’ liability insurance on terms
                                            no less favourable than those in place from time to time for other members of the Board.
                                            



 


Expenses


 


	5.3	The
                                            Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly,
                                            properly and necessarily incurred by the Director in the course of the Appointment, subject
                                            to production of receipts or other appropriate evidence of payment.



 



	6.	Director’s
    Remuneration



 


Cash


 


	6.1	The
                                            Director shall be paid an initial salary of $40,000 per annum as an officer of the Company.
                                            The salary shall accrue from day to day at a rate of 1/365 of the salary and be payable quarterly
                                            in advance from the Commencement Date directly into the Director’s bank or building
                                            society account (the “Salary”). 
	 	 
	6.2	The
                                            Salary shall be reviewed by the Compensation Committee annually. The Company is under no
                                            obligation to award an increase following a salary review. There will be no review of the
                                            Salary after notice has been given by either party to terminate the Appointment. 



 


Shares


 


	6.3	The
                                            Director shall receive $25,000 worth of shares in the Company on the date of this Agreement,
                                            calculated according to the market price of shares in the Company as at the Commencement
                                            Date. 



 






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	6.4	On
                                            each subsequent anniversary of the Commencement Date, the Director shall be entitled to a
                                            further share equivalent of $25,000. This equivalent value is to be calculated according
                                            to the market price of the shares of the Company on each corresponding anniversary of the
                                            Commencement Date.
	 	 
	6.5	Notwithstanding
                                            clause 6.4, the Director shall not be entitled to such further shares if notice has been
                                            given by either party to terminate the Appointment. 



 


Further
remuneration


 


	6.6	In
                                            addition to the Salary, the Director shall be further entitled to receive:



 


		(a)	an
                                            additional sum of $1,500 for each duly convened meeting of the board of directors of the
                                            Company attended, payable on each anniversary of the Commencement Date; 
	 	 	 
		(b)	as
                                            chairperson of the Compensation Committee, the Director is entitled to receive a further
                                            annual sum of $1,500, payable on each anniversary of the Commencement Date. 



 



	7.
    	Indemnity



 


	7.1	Forafric
                                            Agro shall indemnify the Director against all liabilities, costs, expenses, damages and losses
                                            (including but not limited to any direct, indirect or consequential losses, loss of profit,
                                            loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity
                                            basis) and all other professional costs and expenses) suffered or incurred by the Director
                                            arising out of or in connection with the discharge of the duties of the Director as director
                                            of the Company. 
	 	 
	7.2	The
                                            indemnity contained in clause 7.1 shall not cover the Director to the extent that a claim
                                            under it results from the Director’s gross negligence, wilful misconduct or fraud.
                                            



 



	8.
    	Confidential
    Information



 


	8.1	The
                                            Director acknowledges that in the course of the Appointment she will have access to Confidential
                                            Information. The Director has therefore agreed to accept the restrictions in this clause
                                            8.



 






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	8.2	The
                                            Director shall not (except in the proper course of her duties), either during the Appointment
                                            or at any time after its termination (however arising), use or disclose to any person, company
                                            or other organisation whatsoever (and shall use her best endeavours to prevent the publication
                                            or disclosure of) any Confidential Information. This shall not apply to:



 


		(a)	any
                                            use or disclosure authorised by the Board or required by law;
	 	 	 
		(b)	any
                                            information which is already in, or comes into, the public domain other than through the
                                            Director’s unauthorised disclosure; or
	 	 	 
		(c)	any
                                            disclosure which the Director is obligated to make under applicable law.



 



	9.
    	Ceasing
    to be a director



 


	9.1	Except
                                            as may otherwise be agreed with the Board, or as provided in the articles of association
                                            of the Company of which she is a director, the Director shall not resign as a director unless
                                            she has given the Company six months prior written notice of her intention to resign. 



 


	10.
    	Termination
    without notice



 


	10.1	The
                                            Company may terminate the Appointment with immediate effect without notice and with no liability
                                            to make any further payment to the Director (other than in respect of amounts accrued due
                                            at the date of termination) if the Director:



 


		(a)	is
                                            disqualified from acting as a director or resigns as a director from the Company without
                                            the prior written approval of the Board;
	 	 	 
		(b)	is
                                            guilty of any gross misconduct affecting the business of the Company;
	 	 	 
		(c)	commits
                                            any serious or repeated breach or non-observance of any of the provisions of this agreement
                                            or refuses or neglects to comply with any reasonable and lawful directions of the Company;
	 	 	 
		(d)	is
                                            declared bankrupt or makes any arrangement with or for the benefit of her creditor;
	 	 	 
		(e)	is
                                            convicted of any criminal offence (other than an offence under any road traffic legislation
                                            in Gibraltar or elsewhere for which a fine or non-custodial penalty is imposed);
	 	 	 
		(f)	is,
                                            in the opinion of a medical practitioner physically or mentally incapable of performing their
                                            duties and may remain so for more than three months and the medical practitioner has given
                                            a medical opinion to the Board to that effect;
	 	 	 
		(g)	is
                                            guilty of any fraud or dishonesty or acts in any manner which brings or is likely to bring
                                            the Director or the Company into disrepute or is materially adverse to the interests of the
                                            Company;



 


	10.2	The
                                            rights of the Company under clause 10.19.1 are without prejudice to any other rights that
                                            it might have at law to terminate the Appointment or to accept any breach of this agreement
                                            by the Director as having brought the agreement to an end. Any delay by the Company in exercising
                                            its rights to terminate shall not constitute a waiver thereof.



 






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	11.	Obligations
    on termination



 


	11.1	On
                                            termination of the Appointment (however arising), the Director shall:



 


		(a)	resign
                                            immediately from any office that she holds in or on behalf of the Company;
	 	 	 
		(b)	subject
                                            to clause 10.2, deliver to the Company all documents, books, materials, records, correspondence,
                                            papers and information (on whatever media and wherever located) relating to the business
                                            or affairs of the Company or its business contacts, any keys, and any other property of the
                                            Company which is in her possession or under her control; and
	 	 	 
		(c)	delete
                                            any information relating to the business of the Company stored on any magnetic or optical
                                            disk or memory and all matter derived from such sources which is in her possession or under
                                            her control outside the Company’ premises.



 


	11.2	The
                                            Director hereby irrevocably appoints the Company to be her attorneys to execute and do any
                                            such instrument or thing and generally to use her name for the purpose of giving the Company
                                            or its nominee the full benefit of clause 11.1(a).



 


	12.
    	Notices



 


	12.1	A
                                            notice given to a party under this agreement shall be in writing in the English language
                                            and signed by or on behalf of the party giving it. It shall be delivered by hand or sent
                                            to the party at the address or fax number given in this agreement or as otherwise notified
                                            in writing to the other party.
	 	 
	12.2	Any
                                            such notice shall be deemed to have been received:



 


		(a)	if
                                            delivered by hand, at the time the notice is left at the address or given to the addressee;
	 	 	 
		(b)	in
                                            the case of pre-paid first class post or other next working day delivery service, at 9.00
                                            am on the second business day after posting or at the time recorded by the delivery service;
                                            or
	 	 	 
		(c)	in
                                            the case of pre-paid airmail, 9.00 am on the fifth Business Day after posting or at the time
                                            recorded by the delivery service; or
	 	 	 
		(d)	in
                                            the case of fax or email, at the time of transmission.



 






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	12.3	A
                                            notice shall have effect from the earlier of its actual or deemed receipt by the addressee.
                                            For the purpose of calculating deemed receipt:



 


		(a)	all
                                            references to time are to local time in the place of deemed receipt; and
	 	 	 
		(b)	if
                                            deemed receipt would occur on a Saturday or Sunday or a public holiday when banks are not
                                            open for business, deemed receipt is at 9.00 am on the next business day.



 


	12.4	This
                                            clause does not apply to the service of any proceedings or other documents in any legal action.



 



	13.	Entire
    agreement



 


	13.1	This
                                            agreement constitutes the entire agreement between the parties and supersedes and extinguishes
                                            all previous agreements, promises, assurances, warranties, representations and understandings
                                            between them, whether written or oral, relating to its subject matter.
	 	 
	13.2	Each
                                            party acknowledges that in entering into this agreement it does not rely on, and shall have
                                            no remedies in respect of, any statement, representation, assurance or warranty (whether
                                            made innocently or negligently) that is not set out in this agreement.
	 	 
	13.3	Each
                                            party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent
                                            misstatement based on any statement in this agreement.
	 	 
	13.4	Nothing
                                            in this clause shall limit or exclude any liability for fraud.




 


	14.
    	Variation



 


No
variation or agreed termination of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).


 

	15.
                                            	Counterparts



 


	15.1	This
                                            agreement may be executed in any number of counterparts, each of which when executed and
                                            delivered shall constitute a duplicate original, but all the counterparts shall together
                                            constitute the one agreement.
	 	 
	15.2	No
                                            counterpart shall be effective until each party has executed and delivered at least one counterpart.




 


	16.	Governing
    law



 


This
agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the laws of Gibraltar.



 


	17.	Jurisdiction



 


Each
party irrevocably agrees that the courts of Gibraltar shall have exclusive jurisdiction to settle any dispute or claim arising out of
or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


 


This
document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


 




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	Executed
    and delivered as a deed by 	
	FORAFRIC
    GLOBAL PLC	Director
	 	 
	 	 
	 	In
    the presence of:
	 	 
	 	Name:
    	
	 	 
	 	Address:	 
	 	 
	 	Occupation	 
	 	 
	Executed
    and delivered as a deed by 	
	FORAFRIC
    AGRO INDUSTRIES LIMITED	Director
	 	 
	 	
	 	In
    the presence of:
	 	 
	 	Name:	
	 	 
	 	Address:	
	 	 
	 	Occupation	



 






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	Signed
    sealed and delivered as a deed by 	 
	 [ 
                                            ] 
	 
	 	 






	in the presence of:	 
	 	 
	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	Occupation	 	 




 






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