Exhibit 10.1 


 


DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT
is made as of May [●], 2017 (the “Agreement”), by and between Sports Field Holdings, Inc., a Nevada corporation
(the “Company”), and Tom Minichiello, an individual with an address at 1416 Kallien Avenue, Naperville, Illinois 60540
(the “Director”).


 


WHEREAS, the Company appointed
the Director on May [●], 2017 and desires to enter into an agreement with the Director with respect to such appointment;
and


 


WHEREAS, the Director is
willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions
of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.                 
Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed,
and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, provided,
however, that the Director’s continued service on the Board of Directors of the Company (the “Board”)
after the next annual stockholders’ meeting shall be subject to approval by a majority of the Company’s stockholders.


 


2.                 
Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts
to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to
the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient,
and perform such duties, services and responsibilities, and have the authority commensurate to such position.


 


      (b)       The
Director will use his reasonable best efforts to promote the interests of the Company. The Company recognizes that the Director
(i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority
and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable
business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will
fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification
to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services
and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company,
provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates
or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification,
the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere
with the performance of the Director’s duties, services and responsibilities hereunder.


 






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3.                 
Compensation.


 


      (a)               
Stock Options. The Director shall receive, upon execution of this Agreement, provided the Director is continuing to serve
as a director of the Company, a non-qualified stock option to purchase up to two hundred thousand (200,000) shares of the Company’s
common stock at an exercise price per share equal to $1.00. Such options shall be exercisable for a period of five years from the
date of granting. The options shall vest in equal amounts over a period of two (2) years at the rate of twenty-five thousand (25,000)
shares per fiscal quarter on the last day of each such quarter, commencing in the first fiscal quarter of 2017. Notwithstanding
the foregoing, if the Director ceases to be a member of the Board at any time during the two (2) year vesting period for any reason
(such as resignation, withdrawal, death, disability or any other reason), then any un-vested options shall be irrefutably forfeited.
Vested options shall remain exercisable for a period of five years after the date of granting. Vested options shall remain the
property of the Director even if the Director ceases to be a member of the Board for any reason at any time after the two year
vesting period. In the event of the Director’s death or incapacitation, Director’s heirs and assigns shall have full
rights to exercise the Director’s vested stock options during the period of five years after the date of granting of such
options. 


 


      (b)              
Cash. The Director shall be paid One Thousand ($1,000) Dollars for each Board meeting that the Director attends in person
(rather than via telephone or other remote access).


 


      (c)               
Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor
and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other
consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction
of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.


 


      (d)              
Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally
applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation
of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved
in advance by the Company.


 


4.                 
Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing
on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following
to occur:


 






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      (a)               
the death of the Director;


 


      (b)              
the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;


 


      (c)               
the removal of the Director from the Board by the majority stockholders of the Company; and


 


      (d)              
the resignation by the Director from the Board.


 


5.                 
Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and
performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have
with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges
and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the
Company, and the Director shall have no recourse whatsoever against any officer, director, employee, stockholder, representative
or agent of the Company or any of their respective affiliates with regard to this Agreement.


 


6.                 
Director Covenants.


 


      (a)               
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the
Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including,
but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning
the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and
other forms of information considered by the Company to be confidential, and proprietary and in the nature of trade secrets. The
Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will
not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of
the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information
is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s
breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable
under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial
or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination
of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all
property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form,
including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director
in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term,
provided that the Company shall retain such materials and make them available to the Director if requested by him in connection
with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction
of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company.


 






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      (b)              
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere
with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination
of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an
employee or customer (including those reasonably expected to be a customer) of the Company or otherwise had a material business
relationship with the Company.


 


      (c)               
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage
to the Company for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event
of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with
the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled
at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any
breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges
that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.


 


      (d)              
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim
or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements of this Section 6.


 


7.                 
Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board as set
forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.


 


8.                 
Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time
performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and
every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time
or at any prior or subsequent time.


 


9.                 
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight
delivery or by registered or certified mail, postage prepaid, return receipt requested; to:


 





	 	If to the Company:
	 	 	 
	 	 	Sports Field Holdings, Inc.
	 	 	4320 Winfield Road, Suite 200
	 	 	Warrenville, Illinois 60555
	 	 	Attn: Jeromy Olson
	 	 	Telephone: (978) 914-7570



 






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	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	 	Lucosky Brookman
LLP


	 	 	101 Wood Avenue
South, 5th Floor
	 	 	


  Woodbridge,
New Jersey 08830


	 	 	Attn:
Joseph M. Lucosky, Esq.
	 	 	Telephone:
(732) 395-4400
	 	 	Facsimile:
(732) 395-4401
	 	 	 
	 	If to the Director:
	 	 	 
	 	 	Tom
Minichiello
	 	 	1416
Kallien Avenue
	 	 	Naperville,
Illinois 60540
	 	 	Telephone:
_______________



  


Either of the parties hereto may change their
address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.


 


10.             
Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger)
and assigns, as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the
Company shall assign all or any portion of this Agreement without the prior written consent of the other party.


 


11.             
Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them
as to such subject matter.


 


12.             
Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in
whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications
of this Agreement.


 


13.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement
shall be heard and determined in any court in the State of New York and   the
parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however,
that neither party hereto shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted
to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent
third party.


 






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14.             
Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between
the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees
and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator
or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


15.             
Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except
by an instrument in writing duly signed by the party to be charged.


 


16.             
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.


 


 


[-Signature Page Follows-]


 






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IN WITNESS WHEREOF, the
Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto
set his hand, on the day and year first above written.


 





	SPORTS FIELD HOLDINGS, INC.	 
	 	 	 
	By:	 	 
	 	Jeromy Olson	 
	 	Chief Executive
Officer	 
	 	 	 
	DIRECTOR




	 
	 	 
	 	 	 
	 	TOM MINICHIELLO, an individual	 
	 	 	 



 


 


 


 


 


[Signature page to Director Agreement]






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EXHIBIT A


 


DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT


 


 


(attached)


 


 


 


 


 





[Exhibit A to Director Agreement]











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