EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 29th day of March 2017, by and between Sunworks United
Inc., a California corporation (“Company”), and Charles Cargile, an individual (“ Executive”), and is
made with respect to the following facts:


 


R
E C I T A L S


 


A.
The Company and the Executive wish to ensure that the Company will receive the benefit of Executive’s loyalty and service
during Executive’s tenure and that the Executive will be appropriately treated and compensated for services rendered.


 


B.
The parties have entered into this Agreement for the purpose of setting forth the terms of employment of the Executive by the
Company.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:


 


1.
Employment of Executive and Duties. The Company hereby hires Executive and Executive hereby accepts employment upon
the terms and conditions described in this Agreement. Executive shall be the Chief Executive Officer of the Company. Executive
shall report directly to the Company’s Board of Directors. In such position, the Executive
shall have such duties, authority, and responsibility as shall be determined from time to time by the Board of Directors which
duties, authority, and responsibility are consistent with the Executive’s position.


 


2.
Time and Effort. Executive agrees to devote his full working time and attention to the performance of the Executive’s
duties hereunder, including but not limited to, managing all aspects of the Company’s day to day operations and strategic
direction.


 


3.
The Company’s Authority. Executive agrees to comply with the Company’s reasonable rules and regulations
as adopted by the Company’s Board of Directors regarding performance of his duties, and to carry out and perform those orders,
directions and policies established by the Company with respect to his engagement. Executive shall promptly notify the Company’s
Board of Directors of any objection he has to such officer’s directives and the reasons for such objection.


 


4.
Obligations with Former Employers. Executive confirms that he has not violated, nor will he violate, any confidentiality
obligations he may have with any former employer.


 


5.
Term of Agreement. This Agreement shall commence to be effective as of the date of this Agreement (the “Commencement
Date”), and shall be considered to be a contract for employment “at-will” as that term is defined under California
law and consistent with section 2922 of the California Labor Code. Either party may terminate this Agreement at-will.


 




    	Sunworks United Inc.
 Confidential/Proprietary Document	Page 1 of 5	C Cargile Employment Agreement



     


    

 


6.
Confidential Information: Nondisclosure Covenant.


 


6.1.
Confidential Information: As used herein the term “Confidential Information” shall mean all customer
and contract lists, records, financial data, trade secrets, business and marketing plans and studies, suppliers, investors, financing
sources, manuals for Executive and personnel policies, manufacturing and/or production manuals, computer programs and software,
strategic plans, formulas, manufacturing and production processes and techniques (including without limitation types of machinery
and equipment used together with improvements and modifications thereon), tools, applications for patents, designs, models, patterns,
drawings, tracings, sketches, blueprints, and all other similar information developed and/or used by Company in the course of
its business and which is not known by or readily available to the general public.


 


6.2
Nondisclosure Covenant: Executive acknowledges that, in the course of performing services for and on behalf of Company,
Executive has had and will continue to have access to Confidential Information. Executive hereby covenants and agrees to maintain
in strictest confidence all Confidential Information in trust for Company, its successors and assigns, and to disclose such information
only on a “need-to-know” basis in furtherance and for the benefit of the Company’s business. During the period
of Executive’s employment with Company and at any and all times following Executive’s termination of employment for
any reason, including without limitation Executive’s voluntary resignation or involuntary termination with or without cause,
Executive agrees to not misappropriate, utilize for any purpose other than for the direct benefit of the Company, or disclose
or make available to anyone outside Company’s organization, any Confidential Information or anything relating thereof without
the prior written consent of Company, which consent may be withheld by Company for any reason or no reason at all.


 


6.3
Return of Property: Upon Executive’s termination of his employment with Company for any reason, including
without limitation Executive’s voluntary resignation or involuntary termination with or without cause, Executive hereby
agrees to immediately return to Company’s possession all copies of any writings, computer discs or equipment, drawings or
any other information relating to Confidential Information which are in Executive’s possession or control. Executive further
agrees that, upon the request of Company at any time during Executive’s period of employment with Company, Executive shall
promptly return to Company all such copies of writings, computer discs or equipment, drawings or any other information relating
to Confidential Information which are in Executive’s possession or control.


 


6.4
Rights to Inventions and Trade Secrets: Executive hereby assigns to Company all right, title and interest in and
to any ideas, inventions, original works or authorship, developments, improvements or trade secrets which Executive solely or
jointly has conceived or reduced to practice, or will conceive or reduce to practice, or cause to be conceived or reduced to practice
during his employment with Company. All original works of authorship which are made by Executive (solely or jointly with others)
within the scope of Executive’s services hereunder and which are protectable by copyright are “works made for hire,”
as that term is defined in the United States Copyright Act.


 




    	Sunworks United Inc.
 Confidential/Proprietary Document	Page 2 of 5	C Cargile Employment Agreement



     


    

 


7.
Non-interference and Non-solicitation Covenants: In further reflection of the Company’s important interests
in its proprietary information and its trade, customer, vendor and Executive relationships, Executive agrees that, during the
24-month period following the termination of Executive’s employment with Company for any reason, including without limitation
Executive’s voluntary resignation or involuntary termination with or without cause, Executive will not directly or indirectly,
for or on behalf of any person, firm, corporation or other entity, (a) interfere with any contractual or other business relationships
that Company has with any of its customers, clients, service providers or materials suppliers as of the date of Executive’s
termination of employment, or (b) solicit or induce any Executive of Company to terminate his/her employment relationship with
Company.


 


8.
Compensation. During the term of this Agreement, the Company shall pay the following compensation to Executive:


 


8.1
Annual Compensation. Executive shall be paid a base salary of three hundred thousand dollars ($300,000.00) payable
bi-weekly in 26-equal amounts. Executive’s position is a regular, fulltime position classified as “exempt” and
thus Executive is not eligible for overtime compensation.


 


8.2
Bonus: For each fiscal year of Executive’s employment hereunder, the Executive shall be eligible to receive
an annual bonus (the “Annual Bonus”). However, the decision
to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Compensation
Committee of the Board and shall be subject to
the terms of the Company annual bonus plan under which it is granted. In addition in order to be eligible to receive an Annual
Bonus, the Executive must be employed by the Company on the last day of the applicable fiscal year that Annual Bonuses are paid.
Notwithstanding anything to the contrary herein, for
the fiscal year ending December 31, 2017, the Executive, shall be paid a minimum Annual Bonus equal to 3% of the GAAP operating
profit as reported in the Company’s annual report on Form 10K (less GAAP operating profit for Q1 2017); provided however
the Annual Bonus shall not be lower than the highest bonus paid to other members of the Company’s executive team (not including
sales commissions). 


 


8.3
Equity Awards. In consideration of the Executive entering into this Agreement, on the date hereof, the Company will
grant to Executive a restricted stock grant of 500,000 shares under the Sunworks, Inc. 2016 Equity Incentive Plan (the “Plan”),
one third of which shall vest on the one year anniversary of the grant and the balance shall vest in twenty four equal installments.
All other terms and conditions of such award shall be governed by the
terms and conditions of the Plan and the applicable award agreement.


 


8.3
Benefits. So long as Executive is employed by the Company, the Executive shall participate in employee benefit plans
provided by the Company to its employees serving in similar employment capacities, as determined from time to time by the board
of directors of the Company or any compensation committee of the board of directors, if any, and on terms at least as favorable
to Executive as are offered to such other Executives.


 


8.4
Compensation Review: At the end of the current fiscal year, Executive’s compensation package shall be subject
to review and adjustment.


 




    	Sunworks United Inc.
 Confidential/Proprietary Document	Page 3 of 5	C Cargile Employment Agreement



     


    

 


9.
Reimbursement of Expenses: The Company shall reimburse Executive for the reasonable travel and other expenses incurred
by Executive in connection with the performance of Executive’s duties under this Agreement. Executive’s approved reimbursable
expenses shall be paid by the Company in cash within a reasonable time after presentment by Executive of an itemized list of invoices
sufficiently describing such expenses. All compensation provided in Sections 8 of this Agreement shall be subject to customary
withholding tax and other employment taxes, to the extent required by law. Expense reimbursements will not be subject to withholding.


 


10.
Assignability of Benefits: Except to the extent that this provision may be contrary to law, no assignment, pledge,
collateralization or attachment of any of the benefits under this Agreement shall be valid or recognized by the Company. Except
as provided by law, payment provided for by this Agreement shall not be subject to seizure for payment of any debts or judgments
against the Executive, nor shall the Executive have any right to transfer, modify, anticipate or encumber any rights or benefits
hereunder.


 


11.
Notice. All notices and other communications required or permitted hereunder shall be in writing or in the form
of email, facsimile or letter to be given only during the recipient’s normal business hours unless arrangements have otherwise
been made to receive such notice outside of normal business hours, and can be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand, messenger, email or facsimile (as provided above) addressed (a) if to the Executive,
at the address for such Executive set forth on the signature page hereto or at such other address as such Executive shall have
furnished to the Company in writing or (b) if to the Company, to its principal executive offices and addressed to the attention
of the Chairman of the Board, or at such other address as the Company shall have furnished in writing to the Executive.


 


In
case of the Company:


 


CONFIDENTIAL


Sunworks
United Inc.


1030
Winding Creek Road, Suite 100


Roseville,
CA 945678


Attn:
President / CEO


 


In
case of the Executive:


 


The
address listed below


signature
to this Agreement.


 


12.
Attorneys’ Fees: In the event that either party resorts to legal action in order to enforce the provisions
of this Agreement or to defend such suit, the prevailing party shall be entitled to receive reimbursement from the non-prevailing
party for all reasonable attorneys’ fees and all other costs incurred in commencing or defending such suit.


 


13.
Entire Agreement: This Agreement embodies the entire understanding among the parties and merge all prior discussions
or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations other
than as expressly stated in this Agreement or as subsequently set forth in a writing signed by the duly authorized representatives
of all of the parties to this Agreement.


 




    	Sunworks United Inc.
 Confidential/Proprietary Document	Page 4 of 5	C Cargile Employment Agreement



     


    

 


14.
No Verbal Change/Amendment: This Agreement may only be changed or modified and any provision hereof may only be
waived by a writing signed by the party against whom enforcement of any waiver, change or modification is sought. This Agreement
may be amended only in writing by mutual consent of the parties.


 


15.
Severability: In the event that any provision of this Agreement shall be void or unenforceable for any reason whatsoever,
then such provision shall be stricken and of no force and effect. The remaining provisions of this Agreement shall, however, continue
in full force and effect, and to the extent required, shall be modified to preserve their validity.


 


16.
Applicable Law: This Agreement shall be construed as a whole and in accordance with its fair meaning. This Agreement
shall be interpreted in accordance with the laws of the State of California.


 


17.
Successors and Assigns. Each covenant and condition of this Agreement shall inure to the benefit of and be binding
upon the parties hereto, their respective heirs, personal representatives, assigns and successors in interest. Without limiting
the generality of the foregoing sentence, this Agreement shall be binding upon any successor to the Company whether by merger,
reorganization or otherwise.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


 


	COMPANY:	SUNWORKS
    UNITED INC.
	 	a
    California Corporation
	 	 	 
	 	By:	/s/
    James B. Nelson
	 	 	Chairman
    of the Board
	 	 	 
	EXECUTIVE:	 	/s/
    Charles Cargile
	 	 	Charles
    Cargile
	 	 	 
	 	 	 
	 	 	Street
    Address
	 	 	 
	 	 	 
	 	 	City,
    State and Zip Code
	 	 	 
	 	 	Telephone
    Number:	 
	 	 	Facsimile
    Number:	 
	 	 	Email
    Address:	 


 




    	Sunworks United Inc.
 Confidential/Proprietary Document	Page 5 of 5	C Cargile Employment Agreement