September
17, 2015


 


Mr.
Scott Sierecki


6179
Arrowcrest CT NE


Rockford,
MI. 49341


 


Re:
Employment as Interim Chief Executive Officer


 


Dear
Scott,


 


We
are very pleased to extend an offer of employment to you for the position of Interim Chief Executive Officer of Viscount a Nevada
Corporation (the “Company”). Your employment is subject to the terms and conditions set forth in this letter.


 


The
Company intends to determine whether you will be given the title of Chief Executive Officer on or about February 15, 2016.


 


Duties


 


In
your capacity as Interim Chief Executive Officer you will perform duties and responsibilities that are commensurate with your
position and such other duties as may be assigned to you by the Board of Directors from time to time. You will report directly
to the Board of Directors of the Company (the “Board”)].


 


You
agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of
the Company’s interests.


 


Location


 


You
will be a US based employee, subject to US laws and taxation. You will travel to our Burnaby, BC headquarters, as required, to
set strategy, review progress, and meet with your subordinates.


 


You
will provide all necessary information and cooperation with the Company’ efforts to obtain permission for you to perform
work for the Company in Canada to the greatest extent permitted under applicable law.


 


Start
Date


 


Subject
to satisfaction of all of the conditions described in this letter, you will assume these duties on July 17_, 2015 (“Start
Date”). Your compensation will be retroactively effective.


 


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    Tillicum Street	 	 
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Base
Salary


 


In
consideration of your services, you will be paid an initial base salary of $200,000.00 USD (two hundred thousand dollars - US)
payable in accordance with the standard payroll practices of the Company and subject to all withholdings and deductions as required
by U.S. and Canadian law.


 


Bonuses


 


	 	a.	Quarterly
    Profit Bonus: For the time periods of the third and fourth quarters of 2015 and for all of 2016, you will receive a bonus
    of four percent (4%) of the Company’s net profit before taxes as reported on the Company’s Form 10-Q. The bonus
    shall be paid fourteen (14) days after the filing of each Form 10-Q or Form 10-K.
	 	 	 
	 	b.	Bonus
    Cap: Your total bonus compensation shall be subject to an annual cap of $200,000 (with the exclusion of the sale of any of
    the divisions or the company) for any calendar year capped at $200,000.


 


Commissions


 


	 	a.	You
    will be entitled to earn commissions on the same terms and conditions as set forth in §§ 4(b) and (c) of your offer
    letter, dated November 11, 2014_, through December 31, 2015, or until you hire a new Vice President of Sales, whichever is
    sooner.


 


Equity
Grants


 


As
soon as practicable following the Start Date, the Company will grant you 1,000,000 (one million) stock options, which shall vest
at 25% after six months after the Start Date, another 25% after one year after the Start Date and the remaining 50% two years
after the Start Date, in accordance with the terms and conditions of the Company’s Qualified Stock Option Plan (“QSOP”).


 


You
shall retain the 500,000 (five hundred thousand) stock options you have in the QSOP under the same terms and conditions as presently
govern those stock options. If you consent to this offer, the 500,000 stock options that have been granted to you, contingent
on a revenue goal that the Company anticipates will not be reached, will be cancelled.


 


In
the event the Company hires you as Chief Executive Officer, the Company shall grant to you an additional 4,000,000 (four million)
stock options at the price on the effective date of a written agreement in which you accept the CEO position


 





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Special
Award For Sale of, Service, Mesh, and Freedom Divisions


 


You
will be awarded a “Special Award” for the sale of each of the company’s divisions (should such a transaction
occur during the course of your employment) according to the following:


 


	 	●	2.5%
    of sales proceeds on Service
	 	 	 
	 	●	2.5%
    of sales proceeds on Mesh
	 	 	 
	 	●	5%
    of proceeds on sale of Freedom
	 	 	 
	 	●	3.5%
    of proceeds on sale of Viscount (The Company) with all divisions in tact.


 


If
the purchaser of any of the divisions or Viscount pays the purchase price in stock or some other form of consideration besides
cash, then your special award will be paid to you in the form of that other consideration (e.g., stock).


 


Should
a disposition of Freedom result in Mr. Sierecki’s termination (ie. He has no employment opportunities with the acquiring
company), he shall receive a one time payment of his current annual salary ($200,000) in addition to the bonus stated above.


 


Benefits
and Perquisites


 


Severance:


 


Should
Mr. Sierecki’s employment be terminated (for other than voluntary termination or cause according to the State of Michigan
employment law) and he is not covered under the provision under “Special Award for Sale” above, he will receive two
months of severance pay of his salary level at the time of termination.


 


Viscount
Holiday Party Travel


 


The
company will reimburse Mr. Sierecki for air travel (coach fare) for his spouse to the annual Viscount holiday party at the company
headquarters in Vancouver.


 


Benefits


 


You
will be eligible to participate in the employee benefit plans and programs generally available to the Company’s senior executives,
including group medical, dental, vision and life insurance, subject to the terms and conditions of such plans and programs.


 


You
will be entitled to paid vacation of three weeks each calendar year in accordance with the Company’s policies in effect
from time to time.


 


Vacation:


 


You
will also be entitled to any other fringe benefits and perquisites that are made available to other similarly situated executives
of the Company each in accordance with and subject to the eligibility and other provisions of such plans and programs.


 


The
Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.


 





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Withholding


 


All
forms of compensation paid to you as an employee of the Company shall be less all applicable withholdings.


 


At-will
Employment


 


Your
employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you
or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for
any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature
of your employment may only be changed by an express written agreement signed by an authorized officer of the Company.


 


Section
409A 


 


This
offer letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption
thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this
offer letter, payments provided under this offer letter may only be made upon an event and in a manner that complies with Section
409A or an applicable exemption. Any payments under this offer letter that may be excluded from Section 409A either as separation
pay due to an involuntary separation from service or as a short- term deferral shall be excluded from Section 409A to the maximum
extent possible. For purposes of Section 409A, each installment payment provided under this offer letter shall be treated as a
separate payment. Any payments to be made under this offer letter upon a termination of employment shall only be made upon a “separation
from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments
and benefits provided under this offer letter comply with Section 409A and in no event shall the Company be liable for all or
any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with
Section 409A.


 


Notwithstanding
any other provision of this offer letter, if any payment or benefit provided to you in connection with termination of employment
is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined
to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid
until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee
Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been
paid before the Specified Employee Payment Date [and interest on such amounts calculated based on the applicable federal rate
published by the Internal Revenue Service for the month in which your separation from service occurs] shall be paid to you in
a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance
with their original schedule.


 





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Governing
Law


 


This
offer letter shall be governed by the laws of Michigan, without regard to conflict of law principles.


 


Miscellaneous


 


This
Agreement may not be amended or modified except in writing signed by each of the parties hereto and shall be governed by and construed
in accordance with the laws of the State of Michigan.


 


Each
of the parties hereto expressly waives all right to trial by jury in any action or proceeding arising out of this Agreement and
the exclusive venue for any dispute regarding this Agreement shall be the Michigan State Courts in Detroit, Minnesota or the United
States District Court for the District of Minnesota.


 


The
parties acknowledge that they have not relied on any representation, promise, or agreement of any kind, oral or written, made
to either of them, in connection with their decisions to accept this Agreement, except for those set forth in this Agreement.


 


This
offer letter incorporates the entire understanding of the parties with respect to the subject matter hereof and, supersedes all
previous agreements, including your employment agreement dated November 11 2014, with respect thereto. This Agreement shall be
binding upon and inure to the benefit of the Company and you.


 


If
these terms are acceptable to you, please sign the “acceptance of offer” below and return a copy of this Agreement
to me. We are very pleased to have you as our interim CEO and are hopeful


that
the coming months will be a success.


 


	 	Sincerely,
	 	 
	 	VISCOUNT
    SYSTEMS, INC.
	 	 	 
	 	By 	 
	 	NAME	 
	 	Title:	Director


 





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Acceptance
of Offer


 


I
have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied
on any agreements or representations, express or implied, that are not set forth expressly in the foregoing letter, and, except
as expressly stated otherwise, this letter supersedes all prior and contemporaneous understandings, agreements, representations
and warranties, both written and oral, with respect to the subject matter of this letter.


 


SCOTT
SIERACKI


 





	Signed		 







 


Date:
September 30, 2015


 





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