Exhibit 10.2


 


EXECUTIVE RETENTION AGREEMENT


 


This Executive Retention
Agreement (the “Agreement”) is made and entered into as of January 31, 2017 by and between ID GLOBAL
SOLUTIONS CORPORATION, a Delaware corporation (the “Company”), and THOMAS SZOKE (the “Executive”).


 


Recitals:


 


WHEREAS, the Executive
is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the
markets in which the Company competes; and


 


WHEREAS, the Company
and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full
attention and dedication to the success of the Company, and to provide specified compensation and benefits to the Executive in
the event of a Termination Upon Change of Control or certain other terminations pursuant to the terms of this Agreement.


  


NOW, THEREFORE, THE PARTIES HEREBY AGREE
AS FOLLOWS:


 


		1.	PURPOSE AND TERM



 


The purpose of this
Agreement is to provide specified compensation and benefits to the Executive in the event of (i) a Termination Upon Change of Control
or (ii) an Involuntary Termination. Subject to the terms of any applicable written employment agreement between Company and the
Executive (as to which Executive acknowledges no other such agreement exists as of the date hereof), either the Executive or Company
may terminate the Executive’s employment at any time for any reason, with or without notice. The term of this Agreement shall
be the period from the date set forth above until Executive’s employment is terminated for any reason or this Agreement is
terminated by mutual agreement of the parties.


 


		2.	COMPENSATION AND TERMINATION
GENERALLY



 


2.1         Compensation.
The Executive’s current base salary of $250,000 per annum shall remain in place, but shall be subject to periodic review
and modification by the Company’s Board of Directors (the “Board”) as may be delegated to the Remuneration
Committee of the Board (references herein to the Remuneration Committee shall include reference to the Board if no such Committee
exists at any time) at such time or times as it shall determine. The Company’s Remuneration Committee shall also from time
to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the
Company (including, without limitation, stock options or other forms of equity awards).


 


2.2         Termination
of Employment Generally. In the event the Executive’s employment with the Company terminates for any reason whatsoever,
including death and disability, the Executive shall be entitled to the benefits described in this Section 2.2.


 


2.2.1           Accrued
Salary and Vacation. All salary and accrued vacation earned through the Termination Date shall be paid to Executive on such
date.


 


2.2.2           Accrued
Bonus Payment. The Executive shall receive a lump sum payment of any actual bonus amount to the extent that all the conditions
for payment of such bonus have been satisfied and any such bonus was earned and is unpaid on the Termination Date.


 




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2.2.3           Expense
Reimbursement. Within ten (10) days following submission to the Company of proper expense reports by the Executive, the Company
shall reimburse the Executive for all expenses incurred by the Executive, consistent with the Company’s expense reimbursement
policy in effect prior to the incurring of each such expense, in connection with the business of the Company prior to the Termination
Date.


 


2.2.4           Equity
Compensation. The period during which the Executive may exercise any rights (“Exercise Period”)under
any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation
rights and restricted stock units) granted to the Executive under any under any equity incentive plan or agreement (the “Company
Plans”) shall be extended so as to expire on the last day of the term applicable to such stock option, as measured
from the Termination Date.


 


		3.	TERMINATION UPON CHANGE
OF CONTROL



 


3.1         Severance
Payment. In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive
an amount equal to 1.5 times the amount set forth in Section 4.1 which shall be paid according to the following schedule: (i) a
lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Termination Date, and (ii)
one-third of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month
anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section
409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section
409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change
of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control,
a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to
the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment
with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination
Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to
be prorated to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if
Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section
409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive
is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated
bonus at one hundred percent (100%) with October counting as a full month worked).


 


3.2         Equity
Compensation Acceleration. Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of
all then outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock
appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100%
of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans
for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the
last day of the term applicable to such stock option, as measured from the date of Termination Upon Change of Control.


 


3.3         COBRA.
If the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”),
the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee
insurance coverage for the employee only as in effect immediately prior to the Executive’s Termination Upon Change of Control
for a period of twelve (12) months following such Termination Upon Change of Control. The date of the “qualifying event”
for the Executive and any dependents shall be the Termination Date. 


 




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3.4         Indemnification.
In the event of the Executive’s Termination Upon Change of Control, (a) the Company shall continue to indemnify the Executive
against all claims related to actions arising prior to the termination of the Executive’s employment to the fullest extent
permitted by law, and (b) if the Executive was covered by the Company’s directors’ and officers’ insurance policy,
or an equivalent thereto, (the “D&O Insurance Policy”) immediately prior to the Change of Control,
the Company or its Successor shall continue to provide coverage under a D&O Insurance Policy for not less than twenty-four
(24) months following the Executive’s Termination Upon Change of Control on substantially the same terms of the D&O Insurance
Policy in effect immediately prior to the Change of Control. 


 


		4.	INVOLUNTARY TERMINATION



 


4.1         Severance
Payment. In the event of the Executive’s Involuntary Termination, at any time after the date hereof the Executive shall
be entitled to receive an amount equal to twelve (12) months of the Executive’s Base Salary which shall be paid according
to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following
the Termination Date, and (ii) one-fourth of such amount shall be payable within ten (10) days of each of the three-month, six-month
and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however,
that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as
permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary
Termination, the Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination,
a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to
the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment
with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination
Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to
be prorated to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if
Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section
409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive
is terminated on October 15th, then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated
bonus at one hundred percent (100%) with October counting as a full month worked). For the avoidance of doubt, this section shall
not apply to the bonuses referenced in Executive’s Employment Offer Letter dated as of January 31, 2017.


 


4.2         Equity
Compensation Acceleration & Termination. Upon the Executive’s Involuntary Termination, at any time after the date
hereof, the vesting and exercisability of all then outstanding stock options, all outstanding shares of restricted stock (or any
other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive
under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive.
In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under
the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from
the date of Involuntary Termination. 


 


4.3         COBRA.
In the event of the Executive’s Involuntary Termination, at any time after the date hereof, if the Executive timely elects
coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company
shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee insurance
coverage for the employee only as in effect immediately prior to the Executive’s Involuntary Termination for a period of
twelve (12) months following such Involuntary Termination. The date of the “qualifying event” for the Executive and
any dependents shall be the Termination Date. 


 




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4.4         Indemnification.
In the event of the Executive’s Involuntary Termination, (a) the Company shall continue to indemnify the Executive against
all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive
was covered by the D&O Insurance Policy immediately prior to the Termination Date, the Company shall continue to provide coverage
under a D&O Insurance Policy for not less than twenty-four (24) months following the Executive’s Involuntary Termination
on substantially the same terms of the D&O Insurance Policy in effect immediately prior to the Termination Date. 


 


		5.	FEDERAL EXCISE TAX UNDER
SECTION 280G



 


5.1         Excise
Tax. If (a) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) the Executive
thereby would be subject to any United States federal excise tax due to that characterization, then if Executive would thereby
be in a better after-tax position, the Company may elect, in the Company’s sole discretion, to reduce the amounts payable
under this Agreement or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable,
in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.


 


5.2         Calculation
by Independent Public Accountants. Unless the Company and the Executive otherwise agree in writing, any calculation of
the amount of any excess parachute payments payable by the Executive shall be made in writing by the Company’s independent
public accountants (the “Accountants”) whose conclusion shall be final and binding on the parties. For
purposes of making such calculations, the Accountants may rely on reasonable, good faith interpretations concerning the application
of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents
as the Accountants may reasonably request in order to make the required calculations. The Company shall bear all fees and expenses
the Accountants may charge in connection with these services, but the engagement of the Accountants for this purpose shall be pursuant
to an agreement between the Executive and the Accountants.


 


		6.	DEFINITIONS



 


6.1         Capitalized
Terms Defined. Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context
clearly requires a different meaning.


 


6.2         “Base
Salary” means the greater of (a) if applicable, the monthly salary of the Executive in effect immediately prior to the
Change of Control, or (b) the monthly salary of the Executive in effect immediately prior to the Termination Date.


 


6.3         “Cause”
means: 


 


		(a)	the Executive willfully failed
to follow the lawful written directions of the Board of Directors of the Company or Executive’s immediate superior; provided
that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice, specifying such willful
failure in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure
or correct such willful failure within thirty (30) days of receiving such notice;



 




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		(b)	the Executive engaged in
gross misconduct, or gross incompetence which is materially detrimental to the Company; provided that no termination for such
Cause shall occur unless the Executive: (i) has been provided with notice, specifying such gross misconduct or gross incompetence
in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure or correct
such gross misconduct within thirty (30) days of receiving such notice;



 


		(c)	the Executive willfully failed
to comply in any material respect with the Employee Invention Assignment & Confidentiality Agreement, the Company’s
share dealing code, the Employee’s non-competition agreement or any other reasonable policies of the Company where non-compliance
would be materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive:
(i) has been provided with notice of the Company’s intention to terminate the Executive for such Cause, and (ii) has failed
to cure or correct such willful failure within thirty (30) days of receiving such notice, provided that such notice and cure period
requirements shall not apply in the event that such non-compliance is of a nature that it is unable to be remedied; or



 


		(d)	is convicted of a felony
or crime involving moral turpitude (excluding drunk driving unless combined with other aggravating circumstances or offenses)
or commission of a fraud which the Company reasonably believes would reflect adversely on the Company.



 


6.4         “Change
of Control” means: 


 


		(a)	any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company representing fifty (50%) percent or more of (i) the outstanding shares of
common stock of the Company, or (ii) the combined voting power of the Company’s outstanding securities;



 


		(b)	the Company is party to a
merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding
immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the
voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;



 


		(c)	the sale or disposition of
all or substantially all of the Company’s assets, or consummation of any transaction, or series of related transactions,
having similar effect (other than to a subsidiary of the Company);



 


		(d)	a change in the composition
of the Board within any consecutive two-year period, as a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” shall mean directors who either (i) were directors of the Company as of the effective
date of this Agreement, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of a least a majority
of those directors whose election or nomination was not in connection with an actual or threatened proxy contest related to the
election of directors to the Company; or



 




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		(e)	the dissolution or liquidation
of the Company.



 


6.5        
“Company” shall mean ID Global Solutions Corporation and, following a Change of Control, any Successor.


 


6.6         “Involuntary
Termination” means: 


 


		(a)	any termination without Cause
of the employment of the Executive by the Company; or



 


		(b)	any resignation by Executive
for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason.



 


Notwithstanding the
foregoing, the term “Involuntary Termination” shall not include any termination of the employment of the Executive:
(1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result
of the death of the Executive; (4) that occurs within the period of time to qualify as a “Termination Upon Change of Control”;
or (5) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.


 


6.7        
“Good Reason” means the occurrence of any of the following conditions, without the Executive’s written
consent:


 


		(a)	Any act, set of facts or
omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the
Executive.



 


		(b)	The assignment to the Executive
of a title, position, responsibilities or duties that is not a “Substantive Functional Equivalent” to the title, position,
responsibilities or duties which the Executive had immediately prior to such assignment (including, as relevant, immediately prior
to the public announcement of the Change of Control).



 


		(c)	A reduction in the Executive’s
Base Salary or, if applicable, target bonus opportunity (subject to applicable performance requirements with respect to the actual
amount of bonus compensation earned similar to the applicable performance requirements currently in effect), and in the event
of a Change of Control, as compared to Executive’s Base Salary and target bonus opportunity in effect immediately prior
to the public announcement of the Change of Control; provided, however, that this clause (c) shall not apply in the event of a
reduction in the Executive’s Base Salary or, if applicable, target bonus opportunity as part of a Company-wide or executive
team-wide cost-cutting measure or Company-wide or executive team-wide cutback as a result of overall Company performance.



 


		(d)	The failure of the Company
(i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees
who hold positions with the Company comparable to the Executive’s position, (ii) to provide the Executive all other fringe
benefits (or the equivalent) in effect for the benefit of any employee group which includes any employee who hold a position with
the Company comparable to the Executive’s position, where in the event of a Change of Control, such comparison shall be
made relative to the time immediately prior to the public announcement of such Change of Control); or (iii) continue to provide
director’s and officers’ insurance.



 




    	 	-6-	 



     


    

 


		(e)	A material breach of this
Agreement by the Company, including, in the event of a Change of Control, failure of the Company to obtain the consent of a Successor
to perform all of the obligations of the Company under this Agreement.



 


The Executive must
first give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of
a written explanation specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment
for Good Reason, and Executive terminates employment with the Company not later than (30) days following the Company’s failure
to cure.


 


6.8        
“Permanent Disability” means that:


 


		(a)	the Executive has been incapacitated
by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;



 


		(b)	such total incapacity shall
have continued for a period of six consecutive months; and



 


		(c)	such incapacity will, in
the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.



 


6.9         “Substantive
Functional Equivalent” means that the Executive’s position must:


 


		(a)	be in a substantive area
of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied
immediately prior;



 


		(b)	allow the Executive to serve
in a role and perform duties functionally equivalent to those performed immediately prior; and



 


		(c)	not otherwise constitute
a material, adverse change in authority, title, status, responsibilities or duties from those of the Executive immediately prior,
causing the Executive to be of materially lesser rank or responsibility, including requiring the Executive to report to a person
other than the Board.



 


6.10       “Successor”
means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.


 


6.11       “Termination
Date” means the date of the termination of the Executive’s employment with the Company.


 




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6.12       “Termination
Upon Change of Control” means: 


 


		(a)	any termination of the employment
of the Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly
announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company’s
stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the
date which is twelve (12) months following the Change of Control; or



 


		(b)	any resignation by Executive
for Good Reason where (i) such Good Reason occurs during the period commencing on or after the date that the Company first publicly
announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company’s
stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the
date which is twelve (12) months following the Change of Control, and (ii) such resignation occurs at or after such Change in
Control and in any event within six (6) months following the occurrence of such Good Reason.



 


Notwithstanding the
foregoing, the term “Termination Upon Change of Control” shall not include any termination of the employment of the
Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as
a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any
reason other than Good Reason.


 


		7.	EXCLUSIVE REMEDY



 


7.1         No
Other Benefits Payable. The Executive shall be entitled to no other termination, severance or change of control compensation,
benefits, or other payments from the Company as a result of any termination with respect to which the payments and benefits described
in Section 2 have been provided to the Executive, except as expressly set forth in this Agreement.


 


7.2         No
Limitation of Regular Benefit Plans. Except as may be provided elsewhere in this Agreement, this Agreement is not intended
to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available
to a significant number of employees or officers of the Company, including, without limitation, the Company’s stock option
plans.


 


7.3         Release
of Claims. The payment of the benefits described in Sections 3 and 4 of this Agreement is conditioned upon the delivery by
the Executive to the Company of a signed and effective general release of claims as provided by the Company; provided, however,
that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company or as otherwise
provided under this Agreement.


 


7.4         Noncumulation
of Benefits. The Executive may not cumulate cash severance payments, stock option vesting and exercisability and restricted
stock vesting under this Agreement, any other written agreement with the Company and/or another plan or policy of the Company.
If the Executive has any other binding written agreement with the Company which provides that, upon a Change of Control or Termination
Upon a Change of Control or Involuntary Termination, the Executive shall receive termination, severance or similar benefits, then
no benefits shall be received by Executive under this Agreement unless, prior to payment or receipt of benefits under this Agreement,
the Executive waives Executive’s rights to all such other benefits, in which case this Agreement shall supersede any such
written agreement with respect to such other benefits.


 




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		8.	NON-COMPETE; PROPRIETARY
AND CONFIDENTIAL INFORMATION



 


During the term of
this Agreement and following any termination of employment, Executive agrees to continue to abide by the terms and conditions of
each of the non-competition agreement (during the term of such Agreement) and the Employee Invention Assignment & Confidentiality
Agreement between the Executive and the Company.


 


		9.	ARBITRATION



 


9.1           Disputes
Subject to Arbitration. Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse
or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement
or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of
the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or
judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual
property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company
from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or
arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award
of the arbitrator in any court having jurisdiction.


 


9.2           Costs
of Arbitration. All costs of arbitration, including reasonable attorney’s fees of the Executive, will be borne by the
Company, except that if the Executive initiates arbitration and the arbitrator finds the Executive’s claims to be frivolous
the Executive shall be responsible for his own costs and attorneys fees. 


 


9.3           Site
of Arbitration. The site of the arbitration proceeding shall be in New York City, New York.


 


		10.	NOTICES



 


For
purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows:
(a) if to the Company, attention: Chief Executive Officer, at the Company’s offices at 780 Long Beach Boulevard, Long
Beach, NY 11561 USA and, (b) if to the Executive, at the address indicated below or such other address
specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which
shall be effective upon receipt.


 


		12.	MISCELLANEOUS PROVISIONS



 


12.1         Heirs
and Representatives of the Executive; Successors and Assigns of the Company. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators,
successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of the Company.


 


12.2         Amendment
and Waiver. No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment,
waiver or discharge is agreed to in writing, specifying such modification, amendment, waiver or discharge, and signed by the Executive
and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision
or of the same condition or provision at another time.


 




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12.3         Withholding
Taxes. All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required
to be withheld by applicable law.


 


12.4         Severability.
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision hereof, which shall remain in full force and effect.


 


12.5         Choice
of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State
of New York, without regard to where the Executive has his residence or principal office or where he performs his duties hereunder.


 


12.6         No
Duty to Mitigate. The Executive is not required to seek alternative employment following termination, and payments called for
under this Agreement will not be reduced by earnings from any other source.


 


12.7.        Section
409A of the Code. To the extent (a) any payments or benefits to which Employee becomes entitled under this Agreement, or under
any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute
deferred compensation subject to Section 409A of the Code and (b) Employee is deemed at the time of such termination of employment
to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until
the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from
service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or
(ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only
be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty
percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral.
Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether
in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary
in one lump sum (without interest). Any termination of Employee’s employment is intended to constitute a “separation
from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the
payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).
It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of
Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term
deferral”).


 


12.8         Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein
(whether oral or written and whether express or implied).


 


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In
Witness Whereof, each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer,
as of the day and year first above written.


 


	 	Executive
	 	 
	 	/s/ Thomas Szoke
	 	 
	 	THOMAS SZOKE
	 	 
	 	ID Global Solutions Corporation
	 	 
	 	By:	/s/ Philip D. Beck
	 	 	Philip D. Beck, CEO


 


[SIGNATURE PAGE TO EXECUTIVE RETENTION
AGREEMENT]