Exhibit 10.17


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (this “Agreement”) is made as of the 3rd day of April, 2012 (the “Effective Date”),
by and between Grandparents.com, Inc., a Delaware corporation having its principal office at 589 Eighth Avenue, 6th Floor, New
York, NY 10018 (the “Company”), and Sara E. Breslau, an individual residing at 535 West 110th Street #71, New
York, NY 10025 (the “Executive”) (each, a “party” and, together, the “parties”).


 


WHEREAS, the Company
wishes to employ the Executive, and the Executive wishes to accept such employment, pursuant to the terms and subject to the conditions
set forth in this Agreement,


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein and other valuable consideration, the adequacy and sufficiency
of which are hereby acknowledged, each of the parties hereby agrees as follows:


 


		1.	Employment.



 


The Company hereby
agrees to employ the Executive as Senior Vice President and Editor-in-Chief, and the Executive hereby accepts such employment,
in accordance with the terms and subject to the conditions of this Agreement.


 


		2.	Duties of the Executive.



 


The duties of the Executive
shall include the performance of all of the duties typical of the office or position held by the Executive as described in the
bylaws of the Company, and such other duties and projects as may be assigned to her by the board of directors of the Company (the
“Board of Directors”). The Executive shall report to the Company’s CEO, and one CEO shall be designated
by the Company in case there is more than one CEO. During the Term (as hereinafter defined), the Executive shall devote her full
business time, ability and attention to the business of the Company and shall perform all duties in a professional, ethical and
businesslike manner. Nothing herein shall preclude the Executive from participating as a member of a board of directors or an advisory
board of any company whose business does not compete with the business of the Company or with respect to any investment activities.


 


		3.	Compensation.



 


In consideration of
the services to be rendered by the Executive hereunder, the Company shall compensate the Executive as follows:


 


		A.	Commencing on the Effective Date and continuing for the Term, the Company shall pay the Executive
an annual base salary of $185,000 per year, payable in installments according to the Company’s regular payroll schedule.
The Executive’s base salary shall be subject to all applicable withholding and other taxes.




    	 



    	 



    

		B.	On the Effective Date, the Company shall grant the Executive options to purchase two hundred fifty
thousand (250,000) shares of the Company’s common stock, $.01 par value per share (the “Common Stock”), pursuant
to the Company’s 2012 Stock Incentive Plan, as amended from time to time (the “Options”). The shall have an exercise
price equal to the closing price of the Common Stock on the OTC Bulletin Board as of the Effective Date. The rights of the Executive
to exercise the Options shall vest in accordance with the Option Grant Letter attached hereto as Exhibit A, together with Appendix
A attached thereto (each of which is incorporated herein by reference).



 


		4.	Benefits.



 


		A.	Holidays. The Executive will be entitled to the same holiday schedule as provided to other
officers of the Company as set forth in the Company’s employment benefits plan, as may be modified from time to time. The
Company will notify the Executive on or about the beginning of each calendar year with respect to the holiday schedule for the
coming year.



 


		B.	Vacation. The Executive shall be entitled to four (4) weeks paid vacation days in each calendar
year, to be taken at times mutually acceptable to the Company and the Executive.



 


		C.	Sick Leave. The Executive shall be entitled to sick leave and emergency leave according
to the regular policies and procedures of the Company. Additional sick leave or emergency leave over and above paid leave provided
by the Company, if any, shall be unpaid and shall be granted at the discretion of the Board of Directors.



 


		D.	Medical. The Company agrees to include the Executive in the group medical and hospital plan
of the Company during the Term. The Executive shall be responsible for payment of any federal or state income tax imposed on these
benefits.



 


		E.	Expense Reimbursement. The Executive shall be entitled to reimbursement for all reasonable
expenses, including travel and entertainment, incurred by the Executive in the performance of the Executive’s duties. The
Executive will maintain records and written receipts as required by Company policy. Within a reasonable period following the Effective
Date, the Company will reimburse the Executive up to $5,000 for legal fees incurred thereby in connection with the negotiation
and execution of this Agreement.



 


		5.	Term



 


The term of this Agreement
shall commence on the Effective Date and terminate on the fifth (5th) anniversary of the Effective Date, unless earlier terminated
by either party as contemplated in Section 6 hereof (the “Term”).


 



    	2



    	 



    

		6.	Termination.



 


The Executive’s
employment pursuant to this Agreement may be terminated under the following circumstances:


 


		A.	Termination for Cause, or Voluntary Termination by Either Party after the First Year of Employment.



 


(i) At any
time during the Term, the Company may terminate the Executive’s employment hereunder for “Cause” (as hereinafter
defined). For purposes of this Agreement, “Cause” shall mean (a) the Executive’s failure to follow reasonable
directives of the Company, (b) the Executive’s failure to report to work on a reasonable basis, (c) theft, embezzlement,
fraud or misappropriation of funds by the Executive; (d) any indictment brought against the Executive for a felony; or (e) the
Executive engages in willful gross misconduct or willful gross neglect in carrying out her duties hereunder resulting, in either
case, in material economic harm to the Company; provided, however, that the Executive shall have ten (10) days, after
receiving written notice from the Company specifying in reasonable detail any grounds for termination of her employment hereunder
for Cause, to cure the same (to the extent cure is possible). In the event the Executive is terminated for Cause pursuant to this
paragraph 6(A)(i), the Company may immediately relieve the Executive of all duties hereunder and shall, no later than five (5)
business days following the Date of Termination (as hereinafter defined), pay the Executive an amount equal to the sum of (1) the
pro-rata portion of the Executive’s then applicable base salary earned, but unpaid, as of the Date of Termination and (2)
any accrued amounts due pursuant to Section 4(E) hereof.


 


(ii) In addition,
each of the Company or the Executive may, after the first anniversary of the Effective Date (the “First Anniversary”),
terminate this Agreement for any reason whatsoever upon not less than ninety (90) days’ prior written notice to the other
party; it being understood by each of the parties that prior to the First Anniversary (a) the Company may not terminate the Executive’s
employment hereunder other than for Cause and (b) the Executive may not voluntarily terminate her employment hereunder other than
for Good Reason. In the event the Executive’s employment hereunder is terminated by the Company at any time without Cause
(including, without limitation, in accordance with this paragraph 6(A)(ii)), the Company shall, no later than five (5) business
days following the Date of Termination, pay the Executive an amount equal to the sum of (1) the pro-rata portion of the Executive’s
then applicable base salary for a period of six (6) months, (2) the Executive’s accrued but unused vacation days as of the
Date of Termination, and (3) any accrued amounts due pursuant to Section 4(E) hereof. In the event the Executive terminates her
employment hereunder in accordance with this paragraph 6(A)(ii), the Company shall, no later than five (5) business days following
the Date of Termination, pay the Executive an amount equal to the sum of (x) the pro-rata portion of the Executive’s then
applicable base salary earned, but unpaid, as of the Date of Termination and (y) any accrued amounts due pursuant to Section 4(E)
hereof.


 



    	3



    	 



    

		B.	Termination by the Executive for Good Reason.



 


At any time
during the Term, the Executive may terminate her employment hereunder for Good Reason (as hereinafter defined). For purposes of
this Agreement, “Good Reason” shall mean the occurrence, without the Executive’s prior written consent,
of either of the following events: (x) a substantial or unreasonable diminution of the Executive’s duties; provided,
however, that the Company shall have ten (10) days, after receiving written notice from the Executive specifying in reasonable
detail any grounds for termination of her employment hereunder for Good Reason, to cure the same (to the extent cure is possible),
or (y) the relocation of the Executive more than twenty-five (25) miles from her current residence. In the event the Executive’s
employment hereunder is terminated for Good Reason, the Company shall, no later than five (5) business days following the Date
of Termination, pay the Executive an amount equal to the sum of (1) the pro-rata portion of the Executive’s then applicable
base salary for a period of six (6) months, (2) the Executive’s accrued but unused vacation days as of the Date of Termination
and (3) any accrued amounts due pursuant to Section 4(E) hereof. Anything set forth herein to the contrary notwithstanding, “Good
Reason” shall not include any reorganization or restructuring of the Company, including by virtue of an acquisition or merger
transaction, so long as the Executive remains employed as the Editor-In-Chief of the Grandparents.com website.


 


		C.	Death.



 


The Executive’s
employment hereunder shall terminate upon her death. In such event, the Company shall, no later than five (5) business days following
the Date of Termination, pay the Executive an amount equal to the sum of (i) the pro-rata portion of the Executive’s then
applicable base salary earned, but unpaid, as of the Date of Termination, (ii) the Executive’s accrued but unused vacation
days as of the Date of Termination and (iii) any accrued amounts due pursuant to Section 4(E) hereof.


 


		D.	Notice of Termination.



 


No termination
of the Executive’s employment hereunder by the Company or the Executive (other than pursuant to Section 6(C) hereof) shall
be effective until written notice of termination (a “Notice of Termination”) shall have been given to the other
party.


 


		E.	Date of Termination.



 


For purposes
of this Agreement, “Date of Termination” shall mean (i) the date upon which a Notice of Termination is effectively
delivered hereunder to the nonterminating party or (ii) the date of the Executive’s death if her employment is terminated
hereunder pursuant to Section 6(C) hereof. Benefits shall cease in accordance with the terms of the applicable Company policies
or plans.


 



    	4



    	 



    

		7.	Employee Covenants.



 


		A.	Unauthorized Disclosure. The Executive shall not, during the Term and thereafter, make any
Unauthorized Disclosure. For purposes of this Agreement, “Unauthorized Disclosure” shall mean disclosure by
the Executive without the prior written consent of the Board of Directors to any person or entity, other than an employee of the
Company or a person or entity to whom disclosure is reasonably necessary or appropriate in connection with the performance by the
Executive of her duties as an executive officer of the Company, of any confidential information relating to the business or prospects
of the Company including, but not limited to, any confidential information with respect to any of the Company’s customers,
products, methods of distribution, strategies, business and marketing plans and business policies and practices, except (i) to
the extent disclosure is or may be required by law, by a court of law or by any governmental agency or other person or entity with
apparent jurisdiction to require her to divulge, disclose or make available such information or (ii) in confidence to an attorney
or other advisor for the purpose of securing professional advice concerning the Executive’s personal matters provided such
attorney or other advisor agrees to observe these confidentiality provisions. Unauthorized Disclosure shall not include the use
or disclosure by the Executive, without consent, of any information known generally to the public or known within the Company’s
trade or industry (other than as a result of disclosure by her in violation of this paragraph). This confidentiality covenant has
no temporal, geographical or territorial restriction.



 


		B.	Non-Competition. In the event (a) the Company terminates the Executive’s employment
hereunder at any time for Cause or (b) the Executive voluntarily terminates her employment hereunder without Good Reason prior
to the First Anniversary, then the Executive shall not, for a period of six (6) months following the Date of Termination, directly
or indirectly, without the prior written consent of the Company, own, manage, operate, join, control, be employed by, consult with
or participate in the ownership, management, operation or control of, or be connected with (other than as a 5% or less stockholder,
partner, or beneficial owner) any website directly competitive with the Company’s website that targets the lifestyle and
inter-relationships of grandparents, their adult children and grandchildren.



 


		C.	Non-Disparagement and Non-Solicitation. The Executive shall not, either directly or indirectly,
alone or in conjunction with another person, disparage the Company or its shareholders, directors, employees, and agents, or interfere
with or harm, or attempt to interfere with or harm, the relationship of the Company, its subsidiaries and/or affiliates, with any
person who at any time was an employee, advisor, consultant or agent of the Company. This paragraph shall survive the termination
of this Agreement.



 


		D.	Remedies. The Executive agrees that any breach of the terms of this paragraph would result
in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law, and further agrees
that in the event of said breach or any threat of breach, the Company shall be entitled to seek an immediate injunction and restraining
order to prevent such breach and/or threatened breach and/or continued breach by the Executive, in addition to any other remedies
to which the Company may be entitled at law or in equity. The Executive and the Company further agree that the provisions of the
covenants not to compete, and not to disparage or solicit are reasonable and that the Company would not have entered into this
Agreement but for the inclusion of such covenants herein. Should a court or arbitrator determine, however, that any provision of
the covenants is unreasonable, either in period of time, geographical area, or otherwise, the parties agree that the covenants
should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable.



 



    	5



    	 



    

		8.	Notices.



 


Any notice required
by this Agreement or given in connection with it shall be deemed to have been given if delivered in writing personally or by certified
mail, postage prepaid, or recognized overnight delivery services to the appropriate party at the address set forth below, or at
such other address as each party may designate in writing to the other:


 


If to the Company:


 


Grandparents.com, Inc.


589 Eighth Avenue, 6th Floor


New York, NY 10018


Attention: Joseph E. Bernstein


 


with a copy to:


 


Sills Cummis & Gross P.C.


1 Riverfront Plaza


Newark, New Jersey 07102


Attention: Jeffrey L. Wasserman


 


If to the Executive:


 


Sara E. Breslau, 535 West 110th
Street #71, New York, NY 10025


 


with a copy to:


 


Peter D. Deutsch, LLC


708 Third Avenue, 6th Floor


New York, New York 10017


Attention: Peter D. Deutsch


 



    	6



    	 



    

		9.	Final Agreement; Modifications.



 


This Agreement, together
with the Option Grant Letter attached hereto as Exhibit A and Appendix A attached thereto, contains the entire agreement and understanding
between the parties with regard to the matters described herein, and terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.


 


		10.	Governing Law.



 


This Agreement shall
be construed and enforced in accordance with the laws of the State of New York, without regard to the principles of conflicts of
laws thereof.


 


		11.	Headings.



 


Headings used in this
Agreement are provided for convenience only and shall not be used to construe meanings or intent.


 


		12.	No Assignment.



 


Neither this Agreement
nor any interest in this Agreement may be assigned by either party without the prior express written approval of the other party;
provided, however, that the Company may assign this Agreement without the consent of the Executive to (a) any subsidiary
or other affiliate of the Company, (b) any corporation, partnership or other business entity that results from the reorganization,
merger or consolidation of the Company with any other entity or (c) any corporation, partnership or other business entity to which
all or substantially all of the Company’s business or assets may be sold or transferred.


 


		13.	Successors and Assigns.



 


The Executive and her
heirs and legal representatives, and the Company and its successors and permitted assigns, shall be bound by this Agreement and
no other person shall acquire or have any rights hereunder.


 


		14.	Severability.



 


If any term of this
Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


 


		15.	Arbitration.



 


In the event of any
controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement,
if either party delivers to the other party a written demand for arbitration of a controversy or claim, then such claim or controversy
shall be submitted to binding arbitration. The binding arbitration shall be administered by the American Arbitration Association
under its Commercial Arbitration Rules. The arbitration shall take place in New York, NY. Each of the Company and the Executive
shall appoint one person to act as an arbitrator, and a third arbitrator shall be chosen by the first two arbitrators (such three
arbitrators, the “Panel”). The Panel shall have no authority to award punitive damages against the Company or
the Executive. The Panel shall have no authority to add to, alter, amend or refuse to enforce any portion of this Agreement. The
Company and the Executive each waive any right to a jury trial or to petition for a stay in any action or proceeding of any kind
arising out of or relating to this Agreement.



    	7



    	 



    

 


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


 


[Signatures follow on next page]


 



    	8



    	 



    

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


 


	 	GRANDPARENTS.COM, INC.
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Joseph Bernstein
	 	 	Joseph Bernstein
	 	 	Co-Chief Executive Officer
	 	 	 
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	 	 
	 	/s/ Sara E. Breslau
	 	Sara E. Breslau