**Exhibit 4.14**

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**EXECUTION COPY**

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EXECUTIVE EMPLOYMENTAGREEMENT

 

Between:

 

EHAVE, INC.

250University Avenue, Suite 200

Toronto,ON M5H 3E5

 

(the “Company”)

 

and

 

PRATEEK DWIVEDI

3093Lakeshore Road

Burlington,ON L7N 1A3

 

**(the “Executive”)**

 

 

Whereas the Companywishes to engage the Executive in the position of Chief Executive Officer and the Executive wishes to be employed by the Companyin that capacity; and

 

Whereas the Executiverecognizes and acknowledges that the Company operates within the digital mental health application industry, which is highly innovativeand global in its scope and may require exceptional covenants respecting confidentiality and competition; and

 

Whereas the Executiveand the Company desire to enter into this Agreement for purposes of setting forth the terms and conditions of the Executive’semployment with the Company;

 

Therefore, in considerationof the mutual covenants and payments set out herein, the Company and the Executive agree as follows:

 

**1.         EMPLOYMENT.**

 

1.01      **Title.**The Company hereby agrees to employ the Executive as Chief Executive Officer and the Executive agrees to accept such employmentin accordance with the terms herein set forth.

 

 

 

 

1.02      **Term.**The Executive’s employment shall commence immediately upon the Company’s achievement of the closure of a financinground in the value of $500,000 USD in committed funds (“**Date of Hire**”) and shall be for an indefinite periodunless terminated in accordance with the provisions of Article 3.

 

1.03      **Location.**The Executive shall work primarily from the Company’s head office located at 250 University Avenue, Toronto, and may fromtime to time be required to work remotely. The Company may at its discretion, after consultation with the Executive, transfer theExecutive to another location, as required by business needs.

 

1.04      **Travel.**The Executive shall be available for such business related travel as may be reasonably required for the purposes of carrying outhis duties and responsibilities.

 

1.05      **Reportingand Duties.** The Executive shall report to and act in accordance with the directions of the Company’s Board of Directors(the “**Board**”). The Executive shall perform such duties and responsibilities for the Company consistent withthis Agreement and his position as Chief Executive Officer as may be assigned to him from time to time.

 

1.06      **Boardof Directors.** By virtue of his employment as Chief Executive Officer of the Company pursuant to this Agreement, and subjectto the ongoing approval of the Board, the Executive shall occupy a seat on the Board. Should the Executive at any point ceaseto be employed in the position of Chief Executive Officer of the Company, he will immediately cease to hold a seat on the Board.

 

1.07      **NoPrior Restrictions.** The Executive represents and warrants that he is under no contractual obligations to any former employeror third party that would preclude or restrict in any manner his employment with the Company. The Executive covenants and agreesthat he shall not at any time disclose to the Company confidential information belonging to any former employer or third party.

 

1.08      **Standardof Performance.** The Executive shall perform his duties in accordance with the charter documents and bylaws of the Company,all applicable laws and regulations, generally-accepted industry standards, and the policies of the Company. The Executive specificallyrecognizes, acknowledges and agrees that compliance with all applicable laws, regulations and industry standards, including butnot limited to the *Personal Health Information Protection Act, 2004,*the *Personal Information Protection and ElectronicDocuments Act,* and any standards established by the Financial Industry Regulatory Authority and the Securities and ExchangeCommission, constitutes a fundamental term and condition of his employment with the Company pursuant to this Agreement

 

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The Executive shall diligently and faithfullyserve the Company and use his best efforts to promote the interests and goodwill of the Company.

 

**2.          COMPENSATION.**

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2.01      **Salary.**The Company will pay to the Executive an annual base salary of $390,000 CAD, less applicable withholdings and deductions, payableto the Executive in accordance with the Company’s normal payroll practices.

 

2.02      **DiscretionaryBonus.**The Executive is eligible to receive a performance-based bonus (“**Discretionary Bonus**”) from timeto time, up to a maximum value of 100% of the Executive’s annual base salary, subject to the approval and reasonable discretionof the Company’s Board as may be delegated to the Company’s Compensation Committee from time to time. Such bonus paymentsmay be paid out to the Executive as a combination of cash payments and the granting of option awards, again subject to the reasonablediscretion of the Board. Notwithstanding the foregoing, the Executive shall be paid his Discretionary Bonus pursuant to this Article2.02 in the form of cash payments alone until he has received the equivalent of 50% of his annual base salary, after which timeany additional Discretionary Bonus payments may be made as a combination of cash payments or option awards, subject to the reasonablediscretion of the Board.

 

The Executive understands and agrees thatthe Company has no obligation to provide him with a Discretionary Bonus at any time during the course of his employment with theCompany. The Company understands and agrees that the Discretionary Bonus should reflect the performance of the Company.

 

2.03      **EquityAward.** On the Executive’s Hire Date, the Company will grant to the Executive an initial equity award of in the form ofparticipation in the Company’s incentive stock option plan, of 5% of the Company’s total outstanding common stock,subject to regulatory approval (the “**Initial Equity Award**”). The Initial Equity Award will commence vestingimmediately, with a vesting period of six (6) months (“**Initial Vesting Period**”). In the event that the Executive’semployment with the Company terminates without cause, vesting of the Initial Equity Award will occur in the normal course, as ifthe Executive’s employment had not terminated.

 

Conditional upon completion of the nextfinancing round of $10 million USD, the Company will grant to the Executive a single one-time adjustment equity award in an amountsufficient to maintain the Executive’s 5% share of the Company’s total outstanding common stock, subject to regulatoryapproval (the “**Adjustment Equity Award**”). The Adjustment Equity Award will commence vesting immediately, witha vesting period of twelve (12) months (“**Adjustment Vesting Period**”). In the event that the Executive’semployment with the Company terminates without cause, vesting of the Adjustment Equity Award will occur in the normal course, asif the Executive’s employment had not terminated.

 

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Aside from the Initial Equity Award andthe Adjustment Equity Award described above, the Company is under no obligation to provide the Executive with any additional equityawards, even if the Company later issues additional common shares which have the effect of diluting the Executive’s shareof the Company’s outstanding common stock. The Executive may be eligible to receive additional equity awards in accordancewith the Company’s long-term incentive plans as implemented and determined by the Company’s Board of Directors in itssole discretion.

 

Future additional equity awards and optionawards shall vest in equal amounts each quarter (every three months) over the vesting period.

 

2.04      **Benefits.**The Executive will be entitled to participate in such benefit plans as are provided by the Company to the Executive, subject tosatisfying any eligibility requirements and to the terms and conditions of such plans. The Company reserves the right to amend,suspend or discontinue such benefit plans from time to time within its reasonable discretion.

 

2.05      **CarAllowance.** The Executive will receive an automobile allowance of $1,000.00 CAD per month, payable in accordance with the Company’spractices and subject to applicable deductions.

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2.06      **Expenses.**The Company shall reimburse the Executive for reasonable and documented expenses actually and necessarily incurred by the Executivein the performance of this Agreement, in accordance with the Company’s policies and procedures relating to such costs andexpenses.

 

2.07      **Vacation.**The Executive shall be entitled to twenty (20) days of paid vacation per calendar year. All vacation entitlement must be takenno later than January 1 of the year following the year in which vacation is earned and not thereafter. Any vacation not taken withinthe required period will be paid out by the Company. The Executive shall have vacation dates approved by the Company’s Boardof Directors in advance in order to avoid potential conflicts with responsibilities and other absences within the Company.

 

**3.         TERMINATIONAND RESIGNATION.**

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3.01     **Dateof Termination.** “Date of Termination” means the date upon which the Executive is notified of the termination ofhis employment for cause; the Executive’s last day of employment in the event of resignation by the Executive; or, in theevent of termination without cause, the date upon which the period of notice prescribed by the ESA ends, regardless of whetherthe Executive is entitled to a longer notice period under this Agreement or the common law.

 

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3.02      **Terminationfor Cause.** For the purposes of this Agreement, “cause” means: (i) the existence of just cause for termination ofemployment at common law as determined by the law of the province of Ontario, including but not limited to fraud, theft, dishonesty,illegality, breach of statute or regulation, conflict of interest, or gross incompetence; or (ii) the Executive breaches any othermaterial obligation under this Agreement that is not rectified within 30 days of written notice to the Executive.

 

3.03      Inthe event of a termination for cause, the Executive shall receive payment of any salary and vacation pay earned to the Date ofTermination, and the Company shall have no other obligations to the Executive, subject to the minimum requirements of the ESA.For clarity, except to the minimum extent required by the ESA*,*on the Date of Termination the Executive will immediatelycease to be eligible for a Discretionary Bonus. Any stock options (including the Initial Equity Award and the Adjustment EquityAward) will vest and be exercisable in accordance with the express terms of the Company’s Incentive Stock Option Plan, asmay be amended from time to time.

 

3.04      **Terminationwithout Cause.** The Company may terminate this Agreement without cause at any time, by providing the Executive with the following:

 

 

which payment shall be made in accordancewith the Company’s normal payroll practices.

 

The Company will also provide the Executivewith benefit continuation for the period required pursuant to the ESA.

 

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Pay in lieu of notice provided herein shallbe deemed to include pay in lieu of notice and severance pay under the ESA*.*The principle of mitigation applies to any payin lieu of notice owing under this Article 3.04 that is in excess of the pay in lieu of notice and severance pay (if any) owingto the Executive under the ESA*.*The Executive specifically agrees that the notice provided by this Article 3.04 is reasonableand that by entering into this Agreement, the Executive is waiving and giving up any right to any further or additional notice,pay in lieu of notice or severance pay, except as required by the ESA*.*The Company shall also pay the Executive’sfinal wages to the date of termination of employment as well as any accrued and unpaid vacation pay owing to the Executive. Asa condition of receiving any pay in lieu of notice in excess of the Executive’s entitlement to pay in lieu of notice andseverance pay (if any) under the ESA, the Executive shall sign a release of claims in a form acceptable to the Company. If theExecutive does not sign such Release, the Executive shall receive only his minimum entitlements under the ESA. Notwithstandinganything else in this Agreement, the Company guarantees that the Executive shall receive his minimum entitlements under the ESAupon the termination of his employment. In the event the Executive commences new employment during the period set out in Article3.04(a), (b), or (c), as applicable, through which he earns an income equivalent to 50% or more of the Executive’s pay inlieu of notice (including through any entities the Executive controls), pay in lieu of notice shall cease and, in its place, theCompany will pay to the Executive a lump sum equal to 50% of the remaining payments in lieu of notice.

 

3.05     Inthe event of termination of his employment with the Company without cause, any option and equity awards granted to the Executiveprior to the Date of Termination (including the Initial Equity Award and the Adjustment Equity Award) will continue to vest forthe periods set out in Article 3.04(a), (b) or (c), as applicable, and be exercisable within sixty (60) days following vesting.

 

3.06     TheExecutive shall be entitled to a Discretionary Bonus for the period of pay in lieu of notice calculated as the average of the DiscretionaryBonus received by him over the previous 3 years, or part thereof if his employment is terminated earlier than his 3rdanniversary date. The Discretionary Bonus so calculated will be paid monthly for the period set out in Article 3.04(a), (b) or(c), as applicable, as part of pay in lieu of notice.

 

3.07      **Reasonableness.** The Executive acknowledges and agrees that the payments and benefits described in Article 3.04 above constitute reasonablecompensation in lieu of notice of the termination of his employment, and upon the Company providing the Executive with such paymentsand benefits the Executive shall not be entitled to any further notice, payment in lieu of notice, termination pay, severance pay,damages, costs or compensation in respect of his employment or the termination thereof, whether under statute, common law or contract.

 

3.08      **Resignationby Executive.** The Executive shall be entitled to terminate this Agreement and his employment with the Company, at any timeand for whatever reason, upon providing three (3) months’ written notice to the Company. The Company shall be entitled, inits sole discretion, to accept such resignation effective immediately and pay to the Executive the applicable compensation andbonus during the three (3) month notice period. The Company shall have no other obligations to the Executive.

 

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3.09      **Resignationfor Good Reason.** The Executive may resign his employment for good reason within 60 days of the Executive learning of the factsthat are the basis for the resignation for good reason. Upon the Executive’s written tendering of his resignation for goodreason, it shall be deemed that the Executive’s employment by the Company is terminated without cause. The Executive shallbe entitled to the payments and benefits set out in Article 3.04, 3.05 and 3.06.

 

3.10      **Resignationfor Good Reason.** “Resignation for Good Reason” means resignation by the Executive from employment for any of thefollowing reasons:

 

 

 

 

**4.         NON-COMPETITION,NON-SOLICITATION, CONFIDENTIALITY, OWNERSHIP OF WORKS, RETURN OF MATERIALS AND OTHER BUSINESS.**

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4.01      **Non-Competition.**The Executive shall not, without the prior written consent of the Company, at any time during the term of this Agreement and followingthe termination of this Agreement and/or the Executive’s employment with the Company for any reason, for a period of twelve(12) months (the “**Restricted Period**”), either individually or in partnership or jointly or in conjunction withany person as principal, agent, consultant employee, investor, shareholder (other than an investment of less than five per centof the shares of a company traded on a registered stock exchange) or in any other manner whatsoever, carry on or be engaged inor be concerned with or interested in or advise or provide any consulting services for any entity engaged in carrying on businessactivities within or related to the digital mental health sector.

 

4.02      **Non-Solicitation.**At any time during the term of this Agreement and during the Restricted Period the Executive shall not, directly or indirectly,either individually or jointly or in partnership or in conjunction with any party, as principal, agent, employee, consultant, shareholder,guarantor, creditor partner or advisor or in any other manner or capacity whatsoever:

 

(a)                  solicit,entice, persuade or induce any customer or supplier of the Company to terminate, reduce or refrain from entering into, renewingor extending its contractual or other relationship with the Company; or

 

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(b)                    solicit,entice, persuade or induce any employee, agent, manager, advisor or any other representative, employed, retained or used by theCompany, to terminate or refrain from renewing or extending such employment.

 

4.03      **ConfidentialInformation.** The Executive acknowledges that during the course of employment by the Company, the Executive will be exposedto or otherwise become aware of Confidential Information (defined below), and that such Confidential Information is a valuableasset which is the property of the Company exclusively, the unauthorized use or disclosure of which would cause very serious harmto the economic interest of the Company.

 

4.04      **Confidentiality.**The Executive agrees that at all times during the period of the Executive’s employment, other than as required in the normalcourse of business and in the best interests of the Company, and at all times following termination of the Executive’s employmentfor any reason, the Executive shall hold in confidence and keep confidential all **Confidential Information**, which is definedas any information (except information that is or lawfully becomes public knowledge) concerning the business or operation of theCompany, and in particular but without limitation, letters of intent, agreements, contracts, distribution lists, customer, clientor supplier lists, business plan or finance documents, financing agreements, financial information, marketing plans or strategies,product or technical information, personnel information, inventions, ideas, data, research concepts, designs, improvements or otherdevelopments, and any other documents, procedures, policies, programs, reports or other information received, developed, preparedor coordinated by the Executive, whether in hard copy, electronic or verbal form, in the course of his employment with the Companyand shall not use any Confidential Information for his own personal benefit or permit it to be used by any person other than theCompany.

 

4.05      **Returnof Materials upon Termination.** Immediately upon termination for any reason, the Executive shall deliver to the Company allCompany property which is in the possession, charge, control or custody of the Executive, including without limitation all works,inventions, industrial designs, creative designs, keys, pass cards, credit cards, laptops, vehicles, securities and records ofConfidential Information, and copies made thereof, including any and all documents, manuals, lists, data, records, computer programs,codes, materials, prototypes, scripts, proposals, products, samples, analyses, reports, equipment, tools and devices relating orpertaining to the Company’s business, including all copies, representations or reproductions of the same in whatever form.

 

4.06      **Ownershipof Works and Inventions.** Except for Inventions (defined below) which the Executive has conceived, acquired or made prior tohis employment with the Company, the Executive hereby assigns to the Company all rights, title and interest he may now or in thefuture have in and to the Inventions and waives his moral rights to any and all copyrights subsisting in the Inventions. If requiredby the Company, the Executive will sign any applications or other documents the Company may reasonably request: (i) to obtain ormaintain patent, copyright, industrial design, trade mark or other similar protection for the Inventions, (ii) to transfer ownershipof the Inventions to the Company, and (iii) to assist the Company in any proceeding necessary to protect and preserve the Inventions.The Company will pay for all expenses associated with preparing and filing such documents.

 

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The Executive agreesthat the Company will have exclusive ownership in all ideas, works, discoveries, inventions, formulae, algorithms, techniques,processes, know how, trade secrets and other intellectual property, including all expressions of such intellectual property intangible form, which are used in or relate to the Company's business and which the Executive conceives of or makes for the Companyor its subsidiaries or affiliates during the Executive’s employment with the Company (together, “**Inventions**”)and that the Executive will promptly disclose the Inventions to the Company in writing. This will be the case, whether or not anInvention is: (i) capable of being protected by copyright, patent, industrial design, trade mark or other similar legal protection,(ii) conceived of or made by the Executive during or outside his regular working hours, or (iii) conceived of or made by the Executivealone or jointly with others. However, it is acknowledged and agreed that this Article will not apply to any Invention developedby the Employee outside his regular working hours if such Invention: (i) was not within the scope of the Executive’s employmentduties, (ii) was developed without the use of Confidential Information, and (iii) was developed without the use of any of the Company’sresources.

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4.07      **OtherBusiness.** The Executive and the Company agree that during the term of this Agreement, the Executive may with the express priorconsent of the Company be employed or engaged in relation to other businesses as a director, officer, shareholder or strategicadvisor provided that: (i) the Executive at all times complies with the terms of this Agreement; and (ii) the Executive’sengagement with such third parties does not create a conflict of interest with the Executive’s obligations or responsibilitiesto the Company. The Executive agrees and acknowledges that if his engagement with other businesses in any way undermines or isdetrimental to the Company’s interests, whether under this Agreement or otherwise, the Executive will be required to withdrawfrom such engagement immediately.

 

4.08      **Reasonableness.**The Executive confirms that the obligations set out in this Article 4, including without limitation the Non-Competition and Non-Solicitationprovisions, are fair and reasonable given the nature of the Company’s business and the Executive’s position withinthat business. The Executive further confirms that these obligations will not unduly preclude the Executive from becoming gainfullyemployed or from otherwise working following the termination of this Agreement.

 

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4.09      **Remediesfor Non-Compliance.** The Executive acknowledges that damages cannot be an adequate remedy to compensate the Company for anyactual or threatened breach by the Executive of the provisions of this Article 4, and the Executive accordingly agrees that inaddition to any and all other remedies available, the Company shall be entitled to seek injunctive relief to enforce these obligations.For clarity, the Executive agrees not to dispute any application made by the Company in respect of obtaining injunctive relieffor any actual or threatened breach by the Executive of the provisions under this Article 4.

 

**5.          GENERAL.**

 

5.01      **Waiver.**Failure to require compliance with any provision or condition provided under this Agreement at any one time, or several times,shall not be deemed a waiver or relinquishment of such provision or condition at any other time.

 

5.02      **NoAssignment.** The Executive shall not assign any of his rights or delegate any of his duties under this Agreement. The Companyshall not assign its rights or obligations under this Agreement without the consent of the Executive, such consent not to be unreasonablywithheld.

 

5.03      **EntireAgreement.** This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, representations,understandings and agreements whether verbal or written between the parties with respect to the subject-matter hereof.

 

5.04      **Modifications.**Any modification of this Agreement will be effective only if it is in writing and signed by both parties.

 

5.05      **Severability.**If any provision of this Agreement is determined at any time by a court, arbitrator or tribunal of competent jurisdiction to beinvalid, illegal or unenforceable, such provision or part thereof shall be severable from this Agreement and the remainder of thisAgreement will be construed as if such invalid, illegal or unenforceable provision or part thereof had been deleted herefrom.

 

5.06      **Survival.**Notwithstanding the termination of the Agreement for any reason, all provisions of this Agreement which by their terms are to beperformed following the termination hereof shall survive such termination and be continuing obligations.

 

5.07      **GoverningLaw.** This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of theprovince of Ontario and the laws of Canada applicable therein.

 

5.08      **Acknowledgments.**The Executive acknowledges that he has had sufficient time to review this Agreement thoroughly, he understands the terms of thisAgreement and the Executive’s obligations hereunder; and he has had the benefit of independent legal advice concerning theinterpretation and effect of this Agreement.

 

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Agreed by the partieshereto:

 

 

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