Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made on May 22, 2017 by and between Bespoke Extracts, Inc.,
a Nevada corporation (the “Company”) and Marc Yahr (the “Executive”).


 


WHEREAS,
the Company wishes to employ the Executive pursuant to the terms and conditions of this Agreement and Executive wishes to be employed
by the Company pursuant to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.       Employment.
The Company will continue to employ Executive, and Executive accepts employment with the Company, upon the terms and conditions
set forth in this Agreement, for the period as of the date of this Agreement and ending as provided in Section 5 (the “Employment
Period”).


 


2.       Position
and Duties. During the Employment Period, Executive will serve as the Chief Executive Officer and President of the Company
and its Subsidiaries. Executive shall render such managerial, supervisory and other executive services to the Company and its
Subsidiaries, as are from time to time necessary in connection with the management and affairs of the Company and its Subsidiaries,
in each case subject to the authority of the Board of Directors of the Company (the “Board”). Executive will
devote his best efforts and all of his business time and attention (except for permitted vacation periods and reasonable periods
of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries. Executive will report directly
to the Board of the Company. Executive will perform his duties and responsibilities to the best of his abilities in a trustworthy
and businesslike manner.


 


3.       Compensation
and Benefits.


 


(a)       Compensation.
Upon execution of this Agreement, the Company will issue the Executive a warrant to purchase up to 20,000,000 shares at a price
per share of $0.0001 of restricted Company common stock. Unless otherwise agreed by the Executive and the Company, the Executive
will be eligible for other compensation for services at the sole discretion of the Company and in accordance with the general
payroll practices of the Company during the Employment Period (as applicable, and in effect from time to time, the “Salary”).


 


(b)       Reimbursement
of Expenses. During the Employment Period, the Company will reimburse Executive for all reasonable out-of-pocket expenses
necessarily incurred by him in the course of performing his duties under this Agreement which are consistent with the Company’s
policies in effect from time to time with respect to travel, entertainment and other business expenses. Reimbursement by the Company
for the expenses set forth in above will be subject to the Company’s requirements with respect to reporting and documentation
of such expenses.


 


4.       Performance
Bonuses. During the Employment Period and on an annual basis, Company shall, in the sole discretion of the Board and consistent
with the best interests of the Company, the shareholders and corporate governance best practices, pay Executive an annual year-end
performance bonus as deemed appropriate by the Board (the “Bonus”).


 


5.       Termination.
The Employment Period will commence as of the date of this Agreement and will continue until the earlier of: (i) the third anniversary
of the date hereof; (ii) Executive’s resignation, death or disability or other incapacity (as reasonably determined by the
Board in good faith); or (iii) the giving of notice of termination by the Company or a majority of the members of the Board (A)
for Cause or (B) for any other reason or for no reason (a termination described in this clause (iii) (B) being a termination by
the Company without Cause). For the purposes of this Agreement, “Cause” shall mean (a) conviction of, or a
plea of guilty or no-contest or similar plea with respect to, a felony or the commission of any act or omission involving actual
fraud or embezzlement with respect to the Company or any of its Subsidiaries, (b) willful misconduct or breach of fiduciary duty
with respect to the Company or any of its Subsidiaries or (c) material breach of Section 2 of this Agreement (provided, that to
the extent a material breach of Section 2 of this Agreement may be cured, Executive shall have 15 business days to cure such breach
from the date on which the Board delivers written notice to Executive reasonably identifying such breach).


 






    


    


    

  


6.       Confidential
Information. Executive acknowledges that the information, observations and data that have been or may be obtained by him during
his employment relationship with, or through his involvement as a shareholder or director of, the Company or any Subsidiary or
predecessor thereof (each of the Company, any Subsidiary or Affiliate or any such Affiliate predecessor being a “Company
and its Subsidiaries”), prior to and after the date of this Agreement concerning the business or affairs of the Company
and any of its Subsidiaries (collectively, “Confidential Information”) are and will be the property of the
Company and its Subsidiaries. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for the
account of himself or any other Person any Confidential Information without the prior written consent of the Company (by the action
of the Board), unless and to the extent that such Confidential Information has become generally known to and available for use
by the public other than as a result of Executive’s improper acts or omissions to act, or is required to be disclosed by
law. Executive will deliver or cause to be delivered to the Company at the termination of the Employment Period, or at any other
time the Company or any of its predecessors or Subsidiaries may request, all memoranda, notes, plans, records, reports, computer
tapes and software and other documents and data (and copies thereof) containing or relating to Confidential Information or the
business of any Company and its Subsidiaries which he may then possess or have under his control.


 


7.       Enforcement.
The Company and Executive agree that if, at the time of enforcement of Section 6, a court holds that any restriction stated in
any such Section is unreasonable under circumstances then existing, then the maximum period, scope or geographical area reasonable
under such circumstances will be substituted for the stated period, scope or area. Because Executive’s services are unique
and because Executive has access to information of the type described in Section 6, the Company and Executive agree that money
damages would be an inadequate remedy for any breach of Section 6. Therefore, in the event of a breach of Section 6, Company and
its Subsidiaries may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions of
Section 6. The provisions of Section 6 are intended to be for the benefit of each Company and its Subsidiaries and their respective
successors and assigns, each of which may enforce such provisions and each of which (other than the Company) is an express third-party
beneficiary of such provisions and this Agreement generally. Section 6 will survive and continue in full force in accordance
with their terms notwithstanding any termination of the Employment Period.


 


8.       Incentive
Compensation Plans. Executive shall be entitled to participate in any and all incentive compensation plans.


 


9.       Other
Representations and Warranties of Executive. Executive represents and warrants to the Company and its Subsidiaries as follows:


 


(a)       Other
Agreements. Executive is not a party to or bound by any employment, non-compete, non-solicitation, nondisclosure, confidentiality
or similar agreement with any other Person which would materially affect his performance under this Agreement.


 


(b)       Authorization.
This Agreement when executed and delivered shall constitute a valid and legally binding obligation of Executive, enforceable against
Executive in accordance with its terms.


 


10.       Survival
of Representations and Warranties. All representations and warranties contained herein shall survive the execution and delivery
of this Agreement.


 


11.       Certain
Definitions. When used herein, the following terms shall have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more of its intermediaries, controls,
is controlled by or is under common control with such Person.


 


“Business”
means (i) any business into which any Company and its Subsidiaries is presently engaged or enters during the Employment Period
pursuant to any acquisition, joint venture, other strategic partnership or otherwise; and (ii) any other business in which the
Company or its Subsidiaries engage as of the date on which Executive ceases to be employed by the Company or its Subsidiaries.


 






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“Good
Reason Event” means, during the Employment Period, (i) a substantial diminution in Executive’s professional responsibilities,
(ii) the Company’s failure to timely pay any amounts due to Executive hereunder or a significant reduction in the Salary
or in the aggregate of the services, perquisites, and amenities which Executive was theretofore receiving, (iii) a change in Executive’s
work location that increases the regular one-way commute distance between Executive’s residence and work location prior
to such change by more than 50 miles, (iv) any action or inaction that constitutes a material breach of this Agreement by the
Company.


 


“Person”
means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust,
a joint venture, an unincorporated organization or any other entity (including any governmental entity or any department, agency
or political subdivision thereof).


 


“Subsidiaries”
means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity
of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such
Person or entity or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall
be or control any managing director, managing member, or general partner of such limited liability company, partnership, association
or other business entity. Unless stated to the contrary, as used in this Agreement the term Subsidiary means a Subsidiary of the
Company.


 


12.       Key-Man
Life Insurance. At the request of the Company, Executive agrees to submit to any physical examination in connection with the
Company’s or any Subsidiary’s purchase of a “key-man” insurance policy. Executive agrees that, to the
extent that he qualifies as overtime exempt, to cooperate fully in connection with the underwriting, purchase and/or retention
of a key-man insurance policy by the Company or any of its Subsidiaries.


 


13.       Miscellaneous.


 


(a)       Notices.
All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given
(a) on the date of personal delivery to the recipient or an officer of the recipient, or (b) when sent by telecopy or facsimile
machine to the number shown below on the date of such confirmed facsimile or telecopy transmission (provided that a confirming
copy is sent via overnight mail), or (c) when properly deposited for delivery by a nationally recognized commercial overnight
delivery service, prepaid, or by deposit in the United States mail, certified or registered mail, postage prepaid, return receipt
requested on the date set forth in the records of such delivery service or on the third day after so deposited in the United States
mail.


 


(b)       Amendment
and Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification,
amendment or waiver is executed by the Company (with the approval of the Board) and Executive. The failure of any party to enforce
any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right
of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


(c)       Severability.
Without limiting the relevant terms of this Agreement, whenever possible, each provision of this Agreement will be interpreted
in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect
the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement will be reformed, construed
and enforced in that jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.


 






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(d)       Entire
Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or among the parties, written or oral, which may have related to the subject matter hereof.


 


(e)       Successors
and Assigns. This Agreement will bind and inure to the benefit of and be enforceable by the Company, Executive and their respective
assigns; provided that Executive may not assign his rights or delegate his duties under this Agreement without the prior written
consent of the Company.


 


(f)       Counterparts.
This Agreement may be executed simultaneously in two or more counterparts each of which may be an electronically transmitted copy
which shall be deemed an original, any one of which need not contain the signatures of more than one party, but all such counterparts
taken together will constitute one and the same Agreement.


 


(g)       Descriptive
Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall
include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument
as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of
the words “include” or “including” in this Agreement shall be by way of example rather than by limitation.
The use of the words “or,” “either” or “any” shall not be exclusive. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties agree
that prior drafts of this Agreement shall be deemed not to provide any evidence as to the meaning of any provision hereof or the
intent of the parties hereto with respect hereto.


 


(h)       GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED SOLELY AND EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY
AGREE THAT ANY SUIT OR PROCEEDING ARISING DIRECTLY AND/OR INDIRECTLY PURSUANT TO OR UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY
IN A FEDERAL OR STATE COURT LOCATED IN THE CITY, COUNTY AND STATE OF NEW YORK. BY ITS EXECUTION HEREOF, THE PARTIES HEREBY COVENANT
AND IRREVOCABLY SUBMIT TO THE IN PERSONAM JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE CITY, COUNTY AND STATE OF
NEW YORK AND AGREE THAT ANY PROCESS IN ANY SUCH ACTION MAY BE SERVED UPON ANY OF THEM PERSONALLY, OR BY CERTIFIED MAIL OR REGISTERED
MAIL UPON THEM OR THEIR AGENT, RETURN RECEIPT REQUESTED, WITH THE SAME FULL FORCE AND EFFECT AS IF PERSONALLY SERVED UPON THEM
IN NEW YORK CITY. THE PARTIES HERETO EXPRESSLY AND IRREVOCABLY WAIVE ANY CLAIM THAT ANY SUCH JURISDICTION IS NOT A CONVENIENT
FORUM FOR ANY SUCH SUIT OR PROCEEDING AND ANY DEFENSE OR LACK OF IN PERSONAM JURISDICTION WITH RESPECT THERETO. IN THE EVENT OF
ANY SUCH ACTION OR PROCEEDING, THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF
ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.


   


(i)       WAIVER
OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY
LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.


 


 (j)       Actions
by the Company. Any action, election or determination by the Board or any committee of the Board pursuant to or relating to
this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members
of the Board who are not at the time employees of the Company or any of the Company’s Subsidiaries.


 


(k)       Section
409A. The Company and Executive intend for this Agreement either to satisfy the requirements of Section 409A of the Code and
all applicable guidance promulgated thereunder (“Section 409A”) or to be exempt from the application of Section
409A, and this Agreement shall be construed and interpreted accordingly. If this Agreement either fails to satisfy the requirements
of Section 409A or is not exempt from the application of Section 409A, then the Company and Executive hereby agree to amend or
to clarify this Agreement in a timely manner so that this Agreement either satisfies the requirements of Section 409A or is exempt
from the application of Section 409A while best preserving the intention of the parties as evidenced by the terms set forth herein.


 


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


 


	 	COMPANY:
	 	 
	 	BESPOKE
                                         EXTRACTS, INC.

	 	 
	 	/s/
    Barry Tenzer
	 	Name: Barry
    Tenzer
	 	Title:
    Sole Director
	 	 
	 	EXECUTIVE:

	 	 
	 	/s/
    Marc Yahr
	 	Marc
                                         Yahr




 


 


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