EMPLOYMENT
AGREEMENT


 


This
Employment Agreement is entered this 31st day of October, 2019, by and between Saleen Automotive (the “Employer”),
and LAWRENCE BALINGIT, hereinafter referred to as “Employee,” in consideration of the mutual promises made
herein, agree as follows:


 


ARTICLE
1. AT-WILL EMPLOYMENT


 


Section
1.1. At-Will Employment. Employer hereby employs Employee and Employee hereby accepts employment with Employer on an at-will
basis, with both Employer and Employee able to terminate the employment relationship at any time, with or without cause. This
at-will status can only be changed by a writing signed by Employer’s President or CEO.


 


Section
1.2. Annual Review. Employer will grant Employee an annual review. This annual review may result in a corresponding increase
in salary to Employee, but any increase in salary is in the sole discretion of Employer.


 


ARTICLE
2. DUTIES AND OBLIGATIONS OF EMPLOYEE


 


Section
2.1. General Job Responsibilities. Employee is being hired for the position of Full-time CHIEF FINANCIAL OFFICER / OPERATING
OFFICER. Employee shall report directly to the CEO, Steve Saleen or designate. Employee’s duties include, among others:
see job description attached


 


Section
2.2. Matters Requiring Consent of Employer’s President and/or CEO. Employee shall not, without specific written approval
of the Employer’s CEO, do or contract to do any of the following:


 


		(1)	Bind
                                         the Employer to any contract or agreement; or



		(2)	Any
                                         other matter prohibited by the Employer’s practices and policies, written or otherwise.



 


Section
2.3. Devotion to Employer’s Business.


 


(a)   Subject
to the exceptions set forth herein, Employee shall devote his full professional time, attention, best efforts, energy and skill
to the business of Employer during the term of his employment necessary to effectively and efficiently execute all job responsibilities
set forth in Section 2.1. Employee may devote time and attention to other activities that do not compete with Employer or interfere
with Employee’s obligations, duties and responsibilities to Employer hereunder.


 


(b)  During
Employee’s employment with Employer, Employee shall not engage in any other business duties or pursuits whatsoever, or directly
or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, that competes or could compete with Employer or interfere with Employee’s obligations, duties
and responsibilities to Employer hereunder, without the prior written consent of Employer’s President and/or CEO. However,
the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach
of this agreement if those activities do not materially interfere with the services required under this agreement and shall not
require the prior written consent of Employer’s President and/or CEO.


 


(c)
This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business
affairs if those activities do not interfere or conflict with the services required under this agreement. However, during the
term of Employee’s employment, Employee shall not directly or indirectly acquire, hold, or retain any interest in any business
competing with or similar in nature to the business of Employer.


 




    	 	 	 



    	 	 	 



    

 


Section
2.4. Competitive Activities. To the extent permitted by law, while Employee is an employee of Employer, and for a period
of one (1) year after termination, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent,
principal partner, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or
participate in any business that competes with any or all of Employer’s businesses.


 


Section
2.5. Uniqueness of Employee’s Services and Injunctive Relief. Employee hereby represents and agrees that the services
to be performed by Employee under this agreement are of a special, unique, unusual, extraordinary and intellectual character that
gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law.
Employee therefore expressly agrees that Employer, in addition to any other rights or remedies that the Employer may possess,
shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Employee. The parties
are aware that under California law specific performance may not be available to enforce all breaches of this agreement but acknowledge
that for all such material breaches of this agreement the non-breaching party would be harmed and both parties agree that this
harm will be recoverable through monetary damages.


 


Section
2.6. Trade Secrets.


 


(a)  The
parties acknowledge and agree that during Employee’s employment and in the course of the discharge of her duties hereunder,
Employee shall have access to and become acquainted with information concerning the operation and processes of Employer, including
without limitation, financial, personnel, sales, and other information that is owned by Employer’s business, and that such
information constitutes Employer’s trade secrets (“Trade Secrets”).


 


(b) 
Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such Trade Secrets, directly or indirectly
to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as
is required in the course of his employment hereunder.


 


(c)
Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer’s Trade Secrets obtained
by Employee during the course of his employment with Employer, including information concerning Employer’s current or any
future and proposed work, services, or products, the facts of any such work production, as well as any descriptions thereof, would
constitute unfair trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used
during the term of Employee’s employment or at any other time thereafter.


 


(d) 
Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to
Employer’s business, whether prepared by Employee or others, are also considered Trade Secrets and that they are and shall
remain exclusively the property of Employer and that they shall be removed from the premises of Employer only with the express
prior written consent of Employer. Employee shall not, either directly or indirectly, solicit, induce, recruit or encourage any
client(s), customer(s), independent contractor(s), consultant(s) or employee(s) of Employer, its parent, subsidiaries or affiliates
to cease doing business with Employer, to do less business with Employer, to do business with an unrelated company or to terminate
employment or an independent contractor relationship with Employer for one (1) year following termination of Employee’s
employment. Trade Secrets do not include: (1) information that was in the public domain at the time of disclosure; or (2) information
that subsequently becomes part of public knowledge or literature through a deliberate act of Employer or Employee as of the date
of its becoming public.


 


Section
2.7 Employee Indemnification. To the extent permitted by law, Employee shall indemnify and hold Employer harmless from
all liability for loss, damage, or injury to persons or property resulting from the negligence or misconduct of Employee. In addition,
Employee shall indemnify and hold Employer harmless from all liability for loss, damage, or injury to persons or property as a
result of a claim against Employer, or any of its employees, from any of Employee’s former employers.


 




    	 	 	 



    	 	 	 



    

 


Section
2.8 Discoveries. All inventions, discoveries, ideas, and other intellectual property rights (“Intellectual
Property”) made or conceived by Employee, either solely or jointly with others, whether they can be patented or not, to
the extent related to and arising out of Employee’s performance under this Agreement shall be promptly and fully disclosed
to the Employer, considered work for hire and all right, title and interest thereto anywhere in the world shall be the Employer’s
property. In the event that such inventions, discoveries and ideas are not considered work for hire for any reason, Employee hereby
unconditionally assigns to the Employer all of his right, title and interest therein. Employee agrees to execute any and all documents
deemed necessary by the Employer to effectuate the foregoing at any time, whether before or after the expiration or earlier termination
of this Agreement. Compensation for any such inventions, discoveries or ideas shall be deemed to be included in the compensation
paid to Employee hereunder.


 


ARTICLE
3. OBLIGATIONS OF EMPLOYER


 


Section
3.1. General Description. Employer shall provide Employee with the compensation, benefits, and business expense reimbursement
specified elsewhere in this agreement.


 


Section
3.2. Office and Staff. Employer shall provide Employee with an office, office equipment, supplies, and other facilities
and services, suitable to Employee’s position and adequate for the performance of his duties. Employee shall work from the
Employer’s corporate headquarters, which is current located in 2735 Wardlow Road Corona, California 92882. Employee is required
to spend time at the Employer’s corporate headquarters and in the field as necessary to effectively carry out his job duties
and responsibilities, maintain team continuity and direction, and to achieve his established goals. Employee understands and agrees
that some travel may be necessary to accomplish his job responsibilities outlined herein.


 


ARTICLE
4. COMPENSATION OF EMPLOYEE


 


Section
4.1. Annual Salary.


 


		(a)	As
                                         compensation for the services to be rendered hereunder, Employee shall receive an annual
                                         salary at $ 225,000.00 on bi-weekly payroll. Paychecks are pro-rated based
                                         on start date and payroll cut-off.



 


Section
4.2. Tax Withholding. Employer shall have the right to deduct or withhold from the compensation due to Employee hereunder
any and all sums required for federal income and Social Security taxes and all state or local taxes now applicable or that may
be enacted and become applicable in the future.


 


ARTICLE
5. EMPLOYEE INCENTIVES


 


 Section
5.1. Bonus Plan. In addition to Employee’s annual salary set forth in Section 4.1, Employee may be entitled
to the following: A bonus plan that is mutually established based on performance and company goals of $125,000 on or after May
15, 2020.


 


Section
5.2. Must Be Employed. In order for Employee to earn the incentives listed in this Article, Employee must be employed by
Employer in the same capacity as listed in Section 2.1 above, at the time the incentive is earned. Alternatively, Employee is
entitled to the above compensation if Employee is employed by Employer in a different position, if approved by the Employer, at
Employer’s sole discretion. If Employee is terminated, then any unearned incentives will expire immediately.


 




    	 	 	 



    	 	 	 



    

 


ARTICLE
6. EMPLOYEE BENEFITS


 


 Section
6.1. Eligibility. Employee will be entitled to begin accruing the benefits listed in this Article immediately after sixty
(60) full calendar days from Employee’s start date.


 


 Section
6.2. Annual Vacation. To the extent that the Employer offers vacation leave to its employees, Employee will be eligible
to participate in such a plan, in accordance with what the Employer offers to other comparable employees. A minimum of 2 weeks
paid vacation plus one week paid vacation at company shut-down during the December Holiday week,


 


 Section
6.3. Sick Leave. To the extent that the Employer offers sick leave to its employees, Employee will be eligible to participate
in such a plan, in accordance with what the Employer offers to other comparable employees. A minimum of 1 week paid sick leave.


 


 Section
6.4. Medical Coverage. Employee is entitled to participate in any medical coverage program that is currently offered
to other employees conditional on acceptance by the insurance carrier, and enrollment policy.


 


 Section
6.5. Retirement Plan. Employee is entitled to participate in any retirement plan that employer currently has available
for all employees conditional on the provisions of the retirement plan (i.e. enrollment policies). The employee is also granted
492,000 (four hundred ninety-two thousand) shares of company stock (when trading starts) over 3 years: 164,000 (one hundred sixty-four
thousand) shares will be granted in the first year of employment; another 164,000 (one hundred sixty-four thousand) shares will
be granted in the second year of employment; and another 164,000 (one hundred sixty-four thousand) shares will be granted in the
third year of employment.


 


ARTICLE
7. BUSINESS EXPENSES


 


 Section
7.1. Reimbursement of Other Business Expenses.


 


(a)  Employer
shall reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of Employer,
conditional on Employee receiving written authorization from the President or CEO, prior to including such expense. Expense reimbursements
should comply with company guidelines.


 


(b) 
Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a proper deduction on the federal and state
income tax return of Employer.


 


(c)  Each
such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence
required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of
each such expenditure as an income tax deduction.


 


		●	Hotel/Lodging:
                                         valid for 6 months of continuous employment that is mutually agreed upon paid by the
                                         company.



 


ARTICLE
8. TERMINATION OF EMPLOYMENT


 


Section
8.1. Termination At Will. Employee’s employment hereunder is at will and may be terminated by either Employer or
Employee at any time for any reason, with or without cause.


 


Section
8.2.  Termination Upon Death. Employee’s employment hereunder shall terminate upon his death, in which event
the Employer shall pay to such person as the Employee shall have designated in a written notice filed with the Employer, or if
no such person shall have been designated to his estate, all salary, amounts due under benefit plans and profit sharing plans,
and reimbursement of business expenses through the date of termination.


 




    	 	 	 



    	 	 	 



    

 


Section
8.3. Termination Upon Disability. If, as a result of a permanent mental or physical disability, Employee shall have been
absent from his duties hereunder on a full-time basis for three (3) consecutive months, (“Disability”) and, within
thirty (30) days after the Employer notifies Employee in writing that it intends to replace him, (which notice can be given at
the end of the second month during such three-month period), Employee shall not have returned to the complete performance of his
duties on a full-time basis, the Employer shall be entitled to terminate Employee’s employment. In addition, Employee shall,
upon her Disability, have the right to terminate his employment with Employer. If such employment is terminated (whether by the
Employer or Employee) as a result of Employee’s Disability, then Employer shall pay, if applicable, to Employee all salary,
amounts due under benefit plans and profit sharing plans, and reimbursement of business expenses, through the date of termination.


 


Section
8.4. Termination for Cause. Employer shall be entitled to terminate Employee’s employment for Cause, in which event
Employee shall be entitled, if applicable, to all salary, amounts due under benefit plans and profit sharing plans, and reimbursement
of business expenses, through the date of termination. For purposes of this agreement, “Cause” shall mean (i) the
conviction of Employee of a felony, (ii) the commission by Employee of an act of fraud or embezzlement involving assets of the
Employer or its customers, suppliers or affiliates, (iii) a willful breach or habitual neglect of Employee’s duties which
he is required to perform under the terms of his employment (See Section 2.1, above), (iv) refusal to timely produce any and all
documentation related to the Employer’s business to the President and/or CEO upon request therefrom, or (v) gross misconduct
or gross negligence in connection with the business of the Employer or an affiliate which has a material adverse effect on the
Employer and any subsidiaries. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to Employee a notice of termination which specifies the grounds for termination and
a statement of supporting facts.


 


Section
8.5 Termination without Cause. Employee’s employment hereunder may be terminated by Employer without Cause
at any time and without prior notice to Employee.


 


Section
8.6 Payments upon Termination without Cause. In the event that Employee’s employment with Employer is terminated
by Employer without Cause pursuant to Section 8.5 above, then Employee shall be entitled to receive payment of two (2) weeks of
Employee’s base salary in effect as of the date of such termination and only if the employee has been with the company more
than 2 years. The severance payments will be made in accordance with the normal payroll cycle of Employer and subject to any required
tax withholdings and deductions. In the event that Employee breaches any of the covenants set forth in Article 2 or is terminated
with Cause pursuant to Section 8.4 above, Employer shall have no obligation to provide, and Employee shall have no right to receive,
any payments or benefits pursuant to this Section 8.6.


 


Section
8.7 Return of Documents. Upon the termination of Employee’s employment with Employer for any reason, including without
limitation termination by the Employer for Cause, Employee shall promptly deliver to Employer all correspondence, manuals, orders,
letters, notes, notebooks, reports, programs, proposals, appraisal documents, agreements, and any documents and copies concerning
Employer’s customers or concerning products or processes used by Employer and, without limiting the foregoing, will promptly
deliver to the Employer any and all other documents or material containing or constituting trade secrets.


 


ARTICLE
9. GENERAL PROVISIONS


 


 Section
9.1. Notices. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted
by personal delivery or facsimile or overnight mail. Notices shall be addressed to the parties at the addresses below. Such notice
or communication shall be deemed to have been given or made, as of the date of delivery, as evidenced by a signed declaration
under penalty of perjury in the event of personal delivery, as evidenced by a facsimile confirmation sheet in the event of facsimile
delivery, or as evidenced by prove of overnight delivery in the event of delivery by overnight courier.


 




    	 	 	 



    	 	 	 



    

 


	If to Employer:	Saleen Automotive
	 	2735
Wardlow Rd.


Corona,
CA 92882


Facsimile:
888-729-4827






 


	with a copy
to:	Stephen
    M. Lewis, Esq.
	 	THE
WALKER LAW FIRM,


A
Professional Corporation


3991
MacArthur Blvd., Suite 350


Newport
Beach, California 92660







 


If
to Employee:


 


 Section
9.2. Arbitration.


 


(a)  Any
controversy between Employer and Employee involving the construction or application of any of the terms, provisions, or conditions
of this agreement shall on written request of either party served on the other be submitted to arbitration.


 


(b)  Employer
and Employee shall each appoint one person to hear and determine the dispute. If the two (2) persons so appointed are unable to
agree, then those persons shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties.


 


(c)  The
cost of arbitration shall be borne by the losing party or in such proportions as the arbitrators decide.


 


Section
9.3. Attorney’s Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms
of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements
in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire
contract.


 


Section
9.4. Entire Agreement. This agreement supersedes any and all other agreements, either oral or in writing, between the parties
hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties
with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding
on either party.


 


Section
9.5. Modifications. Any modification of this agreement will be effective only if it is in writing and signed by the party
to be charged.


 


Section
9.6. Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or
conditions of this agreement by the other party shall not be deemed a waiver or relinquishment of any right or power at any one
time or times be deemed a waiver or relinquishment of that right or power for all or any other times.


 


Section
9.7. Partial Invalidity. If any provision in this agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated
in any way.


 




    	 	 	 



    	 	 	 



    

 


Section
9.8. Law Governing Agreement/Venue. This agreement shall be governed by and construed in accordance with the laws of the
State of California. Any legal action, suit, arbitration, or proceeding arising from or relating to this Agreement shall be brought
and maintained in the appropriate court or arbitrator located in and with jurisdiction over Orange County, California and the
parties hereby submit to the jurisdiction thereof.


 


Section
9.9. Understanding Agreement.  Employee has read and fully understands the points listed above and has agreed to adhere
to all sections as presented. Employee has had an opportunity to seek the advice of legal counsel regarding the terms of this
agreement.


 


Section
9.10. Assignment. This agreement, and the Employee’s rights and obligations hereunder, may not be assigned by the
Employee.


 


Section
9.11. Amendment; Waiver. This agreement may be amended, modified, superseded, cancelled, renewed or extended and the terms
or covenants hereof may be waived, only by a written instrument executed by both parties as hereto, as in the case of a waiver,
by the party waiving compliance.


 


Section
9.12 Severability. If any term, provision, or part of this agreement is found by a court or arbitrator to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other terms, provisions, and parts of this agreement shall
nevertheless remain in full force and effect as long as the economic or legal substance of the transactions contemplated hereby
is not affected in any manner materially adverse to any party. On such determination that any term, provision or part of this
agreement is invalid, illegal or incapable of being enforced, this agreement shall be deemed to be modified so as to effect the
parties’ original intent as closely as possible to the end that the transactions contemplated by this agreement and the
terms and provisions of this agreement are fulfilled to the greatest extent possible.


 


IN
WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this agreement
as of the date first above written. This agreement may be signed in counterparts and facsimile signatures are treated as original
signatures.


 


	“Employee”	 	“Employer”

	 	 	 
	Lawrence
                                         Balingit 
	 	Steve
                                         Saleen 

	( PRINT NAME)	 	( PRINT NAME)
	 	 	 
	/s/
    Lawrence Balingit	 	/s/
    Steve Saleen
	SIGNATURE
	 	SIGNATURE

	 	 	By:
CEO


 




    	 	 	 



    	 	 	 



    

 


The
CFO/COO assists the CEO with developing, communicating and implementing the company’s vision.; formulates and implements
the company’s financial plans, supports all aspects of business planning/development from financial analysis and budget
development.


 


Primary
Duties:


 


		●	Assists
                                         the CEO in raising capital in the private and public markets.



		●	Prepare,
                                         review and approve all Form 10, 8-K, 10-K, 10-Q filings with the SEC



		●	Prepare
                                         month-end, quarter-end and year-end financial statements including year-end activities,
                                         general ledger
maintenance, Balance Sheet and Profit & Loss accounts reconciliation and corporate/overhead cost
allocation.






		●	Report
                                         financial results to the board of directors



		●	Responsible
                                         for long-term budgetary planning and costs management



		●	Prepare
                                         and maintain financial reports; Monthly/ Quarterly/ Annual P&L (actual vs budget);
                                         weekly cash flow
forecast






		●	Complete
                                         Analysis of financial results



		●	Engage
                                         the board or directors, audit and investment committee around issues, trends and changes
                                         in the operations
of the company






		●	Responsible
                                         for development and monitoring of budgets, prepare financial forecasts and monitor performance
vs. budget, consolidate results, prepare rolling 6 months forecasts.






		●	Develop
                                         short, medium and long-term financial plans and projections



		●	Responsible
                                         for audits and proper tax filings; Prepare all fiscal reporting including regulatory
                                         and government
reports






		●	Ensure
                                         legal and regulatory compliance regarding all financial functions