Blueprint





  Exhibit 10.1











 



EMPLOYMENT AGREEMENT

 


This
Employment Agreement (this “Agreement”),
dated as of April 1, 2018 @ 6:00 PM Mountain time (the
“Effective
Date”), by and between Command Center, Inc., a Washington
corporation (the “Company”), and
Richard K. Coleman, Jr., an
individual (“Executive”).

 


WHEREAS, the Company desires to employ
Executive as its President and Chief Executive Officer;
and

 


WHEREAS, in connection therewith, the
Company and Executive desire to enter into this
Agreement.

 



PART ONE – DEFINITIONS

 


Definitions. For purposes of this
Agreement, the following definitions will be in
effect:

 


“Affiliates”
means all persons and entities directly or indirectly controlling,
controlled by or under common control with the entity specified,
where control may be by management authority, contract or equity
interest.

 


“Board” means
the Board of Directors of the Company or the Compensation Committee
thereof (or any other committee subsequently granted authority by
the Board), subject to Section 14 below.

 


“Change of
Control” means a change in the ownership or control of
the Company effected through any of the following transactions: (i)
a merger, consolidation or reorganization approved by the
Company’s stockholders, unless securities representing more
than fifty percent (50%) of the total combined voting power of the
voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially
owned the Company’s outstanding voting securities immediately
prior to such transaction, (ii) any stockholder-approved sale,
transfer or other disposition of all or substantially all of the
Company’s assets, (iii) the acquisition, directly or
indirectly, by any person or related group of persons (other than
the Company or a person that directly or indirectly controls, is
controlled by or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the
“Exchange
Act”)) of securities possessing more than fifty
percent (50%) of the total combined voting power of the
Company’s outstanding securities pursuant to a tender or
exchange offer made directly to the Company’s stockholders;
or (iv) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of
the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who
either (A) have been Board members  continuously since the beginning of
such period or (B) have been elected or nominated for election as
Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at
the time the Board approved such election or nomination.
Notwithstanding the foregoing, however, in any circumstance or
transaction in which compensation payable pursuant to this
Agreement would be subject to the tax under Section 409A of the
Code if the foregoing definition of “Change of Control”
were to apply, but would not be so subject if the term
“Change of Control” were defined herein to mean a
“change in control event” within the meaning of
Treasury Regulation § 1.409A-3(i)(5), then “Change of
Control” means, but only to the extent necessary to prevent
such compensation from becoming subject to the tax under Section
409A of the Code, a transaction or circumstance that satisfies the
requirements of both (1) a Change of Control under the applicable
clauses (i) through (iv) above, and (2) a “change in control
event” within the meaning of Treasury Regulation Section
§ 1.409A-3(i)(5).

 




 

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“Code” means
the Internal Revenue Code of 1986, as amended from time to time,
and the Treasury regulations and administrative guidance
promulgated thereunder.

 


“Company”
means, unless the context otherwise requires, Command Center, Inc.,
a Washington corporation, and all of its subsidiaries.

 


“Compensation
Committee” means the Compensation Committee of the
Board.

 


“Employment
Period” means the period beginning on the Effective
Date and ending on March 31, 2019.

 


“Good Reason”
shall mean the occurrence of any of the following without
Executive’s consent: (i) a material reduction of
Executive’s duties or responsibilities, relative to
Executive’s duties or responsibilities as in effect
immediately prior to such reduction; (ii) a reduction of more than
ten percent (10%) in Executive’s Base Salary as in effect
immediately prior to such reduction; (iii) a reduction of more than
ten percent (10%) by the Company in the kind or level of employee
benefits, including bonuses, for which Executive was eligible
(although amounts actually earned will vary) immediately prior to
such reduction, with the result that Executive’s overall
benefits package is materially reduced, excluding any equity
component thereof; (iv) the relocation of Executive to a facility
or a location more than twenty-five (25) miles from the
Company’s present location in Lakewood, Colorado; provided,
however, than a reduction that is generally applicable to all
executives of the Company shall not constitute “Good
Reason” under clauses (ii) and (iii) hereof. A termination of
employment by Executive shall not be deemed to be for Good Reason
unless (A) Executive gives the Company written notice describing
the event or events which are the basis for such termination within
60 days after the event or events occur, (B) such grounds for
termination (if susceptible to correction) are not corrected by the
Company within 30 days of the Company’s receipt of such
notice (the “Correction
Period”), and (C) Executive terminates
Executive’s employment no later than 30 days following the
Correction Period.

 


“Termination for
Cause” shall mean the Company’s termination of
Executive’s employment for any of the following reasons: (i)
Executive’s commission of any act of fraud, embezzlement or
dishonesty, (ii) the arrest or conviction of Executive, or the
entry of a plea of nolo contendere by Executive, for a felony;
(iii) Executive’s unauthorized use or disclosure of any
confidential information or trade secrets of the Company, (iv) the
disclosing or using of any material Confidential Information (as
hereinafter defined) of Company at any time by Executive, except as
required in connection with his duties to Company, (v)
Executive’s violation of a published Company policy which
stipulates the Executive may be terminated by the Company for
cause; or (vi) Executive’s continued failure, in the
reasonable good faith determination of the Board (excluding
Executive therefrom), to perform the major duties, functions and
responsibilities of Executive’s position after written notice
from the Company identifying the deficiencies in Executive’s
performance and a reasonable cure period of not less than thirty
(30) days.

 




 

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PART TWO - TERMS AND CONDITIONS OF EMPLOYMENT

 


The
following terms and conditions will govern Executive’s
employment with the Company throughout the Employment Period and
will also, to the extent expressly indicated below, remain in
effect following Executive’s cessation of employment with the
Company.

 




1.

Employment and Duties. During the
Employment Period, Executive will serve as the President and Chief
Executive Officer of Command Center, Inc. and will report to the
Board. Executive will have such duties and responsibilities as are
commensurate with such position and such other duties and
responsibilities commensurate with such position (including with
the Company’s subsidiaries) as are from time to time assigned
to Executive by the Board (or a committee thereof). During the
Employment Period, Executive will devote his full business time,
energy and skill to the performance of his duties and
responsibilities hereunder, provided the foregoing will not prevent
Executive from (a) serving as a non-executive director on the board
of directors of non-profit organizations and other companies, (b)
participating in charitable, civic, educational, professional,
community or industry affairs, (c) managing his and his
family’s personal investments, including in an advisory
capacity related to current or potential investments or (d) such
other activities approved by the Board from time to time; provided,
that such activities individually or in the aggregate do not
interfere or conflict with Executive’s duties and
responsibilities hereunder, violate applicable law, or create a
potential business or fiduciary conflict.





 




2.

Service as Director. Executive will be
appointed to Company’s Board of Directors effective April 1,
2018. For as long as Executive shall continue to serve as President
and Chief Executive Officer, he shall stand for re-election to such
position at each annual meeting of the Company’s
stockholders. Executive’s failure to be re-elected to the
Board, in and of itself, shall not constitute a termination of this
Agreement (and shall not constitute a Termination for Cause or a
resignation by Executive for Good Reason, each as defined in this
Agreement), nor shall it entitle Executive to any severance
benefits. Pursuant to the Company’s policies, for the
duration of this Agreement, Executive will fulfill his duties as a
director without additional compensation. This Agreement shall not
in any way be construed or interpreted so as to affect adversely or
otherwise impair the right of the Company or the stockholders to
remove the Executive from the Board at any time in accordance with
the provisions of applicable law.





 




3.

Term. The term of this Agreement shall
run for a period of 1-year from the Effective Date through March
31, 2019 (such period, the “Term”), and
may be terminated earlier as contemplated by Section 8.A.
Termination of this Agreement due to its non-renewal shall not
constitute a Termination for Cause or a resignation by Executive
for Good Reason.





 




4.

Compensation;
Additional Incentives.





 




A.

Base Salary. Executive’s
base salary (the “Base Salary”)
will be paid at the rate of $27,083.33 monthly ($325,000
annualized) during the Term. Executive’s Base Salary may be
increased by the Compensation Committee and/or Board in their sole
discretion, but shall not be decreased without Executive’s
consent. Executive’s Base Salary will be paid at periodic
intervals in accordance with the Company’s normal payroll
practices for salaried employees.





 




 

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B.

Performance Bonus
Opportunities.





 




a.

Executive will be
eligible for the following Performance Bonuses which will be paid
within fifteen days of completion: (i) $50,000 for completion of
the Company’s annual meeting in 2018, (ii) $25,000 for the
Company’s listing on the Nasdaq stock exchange, (iii) $10,000
upon the filing of the Company’s annual report for fiscal
year 2017, so long as the filing happens within regulatory
deadlines and any extension periods, (iv) $5,000 for completion of
a shareholder letter with the Company’s annual report and
proxy statement for the meeting in 2018, and (v) $10,000 for
proactive shareholder outreach to the Company’s top 15
shareholders within the first 6 months of service. Achievement of
the milestones will be evaluated in good faith by the Compensation
Committee.





 




b.

Executive will be
eligible for a Performance Bonus tied to the potential sale of the
Company. If such sale occurs during the Term or within six months
following the Term, Executive will receive the greater of $200,000
or one-half of one percent (0.5%) of the amount paid for the equity
of the Company at the closing of the transaction, payable upon the
closing of the transaction. Such amount will be offset by any
payment made or due pursuant to clause (c) below.





 




c.

 Executive
will be eligible for a Performance Bonus tied to the
Company’s Earnings. The Company’s Executive Team will
share 15% of the Company’s fiscal year Adjusted EBITDA for
2018 that exceeds $3 Million. The Company will calculate the
performance under this metric as it has traditionally done for
other executives. Executive will receive 50% of this amount and
will recommend the appropriate distribution of the remaining 50%
for final approval by the Compensation Committee or Board. If
Executive is not employed by the Company at the time the results
are calculated for payment, he will be paid a pro-rated amount
based on the last date of his employment. Payments pursuant to this
paragraph will be made no later than 30 days following the
completion of the Company’s audited financial results and
filing of the Company’s annual report for fiscal year 2018
within the time extension period.





 




C.

The Company may
deduct and withhold, from the compensation payable and benefits
provided to Executive hereunder, any and all applicable federal,
state, local and other taxes and any other amounts required to be
deducted or withheld by the Company under applicable statute or
regulation.





 




D.

To the extent that
any compensation paid or payable pursuant to this Agreement is
considered “incentive-based compensation” within the
meaning and subject to the requirements of Section 10D of the
Exchange Act, such compensation shall be subject to potential
forfeiture or recovery by the Company in accordance with any
compensation recovery policy adopted by the Board or any committee
thereof in response to the requirements of Section 10D of the
Exchange Act and any implementing rules and regulations thereunder
adopted by the Securities and Exchange Commission or any national
securities exchange on which the Company’s common stock is
then listed. This Agreement may be unilaterally amended by the
Company to comply with any such compensation recovery
policy.





 




 

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5.

Equity
Compensation.





 




A.

On April 1, 2018,
Executive will be granted 100,000 Incentive Stock Options (ISOs) to
purchase Company stock pursuant to the Company’s stock
incentive plan. The price of the options will be calculated based
on the fair market value of the stock on the grant date. 25% of the
options shall vest immediately upon grant and the remainder will
vest monthly over the three years following the date of grant. All
of Executive’s unvested Options shall vest (i) in full upon
the consummation of a Change of Control and (ii) pursuant to the
terms of Section 8. The Options shall expire on, and shall not be
exercisable after, a date that is not later than the tenth
anniversary of the date of grant (the “Final Exercise
Date”).





 




B.

Executive will be
eligible for additional option grants as determined by the Board or
the Compensation Committee in their sole discretion.





 




6.

Expense
Reimbursement; Fringe Benefits; Paid Time Off (PTO).





 




A.

Executive will be
entitled to reimbursement from the Company for customary, ordinary
and necessary business expenses incurred by Executive in the
performance of Executive’s duties hereunder, provided that
Executive’s entitlement to such reimbursements shall be
conditioned upon Executive’s provision to the Company of
vouchers, receipts and other substantiation of such expenses in
accordance with Company policies.





 




B.

Company will pay
for dues and fees required for any professional licenses maintained
by Executive, membership in professional or industry associations,
continuing education requirements associated with any professional
license and conferences and seminars commonly attended by
executives in similar companies.





 




C.

During the
Employment Period, Executive will be eligible to participate in any
group life insurance plan, group medical and/or dental insurance
plan, accidental death and dismemberment plan, short-term
disability program and other employee benefit plans, including
profit sharing plans, cafeteria benefit programs and stock purchase
and option plans, which are made available to executives of the
Company and for which Executive qualifies under the terms of such
plan or plans.





 




D.

Executive shall be
entitled to four weeks paid vacation each year and paid time off
(PTO) in accordance with the Company’s policies as in effect
from time to time.





 




 

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7.

Executive
Covenants.





 




A.

Transition and Other
Assistance. During the 30 days following the termination of
the Employment Period, Executive will take all actions the Company
may reasonably request to maintain the Company’s business,
goodwill and business relationships and to assist with transition
matters, all at Company expense. In addition, upon the receipt of
notice from the Company (including outside counsel), during the
Employment Period and thereafter, Executive will respond and
provide information with regard to matters in which he has
knowledge as a result of his employment with the Company, and will
provide assistance to the Company and its representatives in the
defense or prosecution of any claims that may be made by or against
the Company, to the extent that such claims may relate to the
period of Executive’s employment with the Company, all at
Company expense. During the Employment Period and thereafter,
Executive shall promptly inform the Company if he becomes aware of
any lawsuits involving such claims that may be filed or threatened
against the Company. During the Employment Period and thereafter,
Executive shall also promptly inform the Company (to the extent he
is legally permitted to do so) if he is asked to assist in any
investigation of the Company (or its actions), regardless of
whether a lawsuit or other proceeding has then been filed against
the Company with respect to such investigation, and will not do so
unless legally required. The Company will pay Executive at a rate
of $350 per hour, plus reasonable expenses, in connection with any
actions requested by the Company under this paragraph following any
termination of Executive’s employment, with such amounts
being paid to Executive at periodic intervals in accordance with
the Company’s normal payroll practices for salaried
employees. Executive’s obligations under this paragraph shall
be subject to the Company’s reasonable cooperation in
scheduling in light of Executive’s other
obligations.





 




B.

Survival of Provisions. The
obligations contained in this Section 7 will survive the
termination of Executive’s employment with the Company and
will be fully enforceable thereafter.





 




8.

Termination
of Employment.





 




A.

General. Subject to Section
8.D, Executive’s employment with the Company is
“at-will” and may be terminated at any time by either
Executive or the Company for any reason (or no reason) in
accordance with this Agreement, which will also result in the Term
ending, by the party seeking to terminate Executive’s
employment providing 60-days written notice of such termination to
the other party.





 




B.

Death and Permanent Disability.
Upon termination of Executive’s employment with the Company
due to death or permanent disability during the Term, the
employment relationship created pursuant to this Agreement will
immediately terminate, the Term will end and amounts will only be
payable under this Agreement as specified in this Section 8.B.
Should Executive’s employment with the Company terminate by
reason of Executive’s death or permanent disability during
the Employment Period, Executive, or Executive’s estate,
shall be entitled to receive:





 




 

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a.

the unpaid Base
Salary earned by Executive pursuant to Section 4.A for services
rendered through the date of Executive’s death or permanent
disability, as applicable, payable in accordance with the
Company’s normal payroll practices for terminated salaried
employees;





 




b.

reimbursement of
all expenses for which Executive is entitled to be reimbursed
pursuant to Section 6, payable in accordance with the
Company’s normal reimbursement practices;





 




c.

the right to
continue health care benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended, at Executive’s cost,
to the extent required and available by law and subject to the
Company continuing to maintain a group health plan;





 




d.

any accrued but
unpaid Performance Bonus pursuant to Section 4.B, payable at such
time as provided in Section 4.B;





 




e.

the limited death,
disability, and/or income continuation benefits provided under
Section 6.C, if any, will be payable in accordance with the terms
of the plans pursuant to which such limited death or disability
benefits are provided.





 


Compensation and
benefits provided pursuant to Section 8.B.a. through e. are
collectively referred to as the “Accrued
Obligations.”

 


If
Executive’s death occurs before payment of any earned
Performance Bonus, the applicable payments will be made to the
Executive’s estate. For purposes of this Agreement, Executive
will be deemed “permanently disabled” if Executive is
so characterized pursuant to the terms of the Company’s
disability policies or programs applicable to Executive from time
to time, or if no such policy is applicable, if the Compensation
Committee determines, in its sole discretion, that Executive is
unable to perform the essential functions of Executive’s
duties for physical or mental reasons for ninety (90) days in any
twelve-month period.

 




C.

Termination for Cause; Resignation
without Good Reason. The Company may at any time during the
Employment Period, upon written notice summarizing with reasonable
specificity the basis for the Termination for Cause, terminate
Executive’s employment hereunder for any act qualifying as a
Termination for Cause. Such termination will be effective
immediately upon such notice. Upon any Termination for Cause (or
employee’s resignation other than for Good Reason), Executive
shall be solely entitled to receive:





 




a.

the unpaid Base
Salary and Bonuses earned by Executive pursuant to Section 4 for
services rendered through the date of termination, payable in
accordance with the Company’s normal payroll practices for
terminated salaried employees;





 




b.

reimbursement of
all expenses for which Executive is entitled to be reimbursed
pursuant to Section 6, payable in accordance with the
Company’s normal reimbursement practices; and





 




 

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c.

the right to
continue health care benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1986, as amended, at Executive’s cost,
to the extent required and available by law and subject to the
Company continuing to maintain a group health plan.





 




D.

Involuntary Termination Without Cause
by the Company; Resignation by Executive for Good Reason.
The Company shall be entitled to terminate Executive with
60-days’ notice, other than a Termination for Cause, and
Executive shall be entitled to resign with or without Good Reason,
in each case at any time; provided, however, that if Executive (1)
is terminated by the Company other than in circumstances
constituting a Termination for Cause, or (2) resigns for Good
Reason, then Executive shall be solely entitled to
receive:





 




a.

The Accrued
Obligations through the date of termination, payable in a lump sum
within 15 days;





 




b.

The greater of
Executive’s unpaid salary remaining in the Term, or salary
equal to that which would have been earned during the required
60-day notice period, payable in a lump sum within 15
days;





 




c.

Full Payment for
any unpaid Performance Bonus Opportunities referenced in Section
4.B.a.





 




d.

Full payment of the
Performance Bonus tied to the potential sale of the Company, if
such sale occurs during the Term or within six months following the
Term (Section 4.B.b.).





 




e.

 Pro-rated
payment of the Performance Bonus tied to the Company’s
Earnings (Section 4.B.c.).





 




f.

The immediate
vesting of all Options and all other awards held by Executive under
any equity incentive plan that may be adopted by the Board, except
and only to the extent that (i) any agreement with respect to an
award specifically provides otherwise and (ii) such vesting would
not result in the imposition of the additional tax under Section
409A of the Code.





 




g.

For purposes of
clarity, a termination of Executive’s employment due to
Executive’s death or to Executive’s permanent
disability shall not be considered either a termination by the
Company without cause or a resignation by Executive for Good
Reason, and such termination shall not entitle Executive (or his
heirs or representatives) to any compensation or benefits pursuant
to this Section 8.D.





 




E.

Termination by Non-Renewal. In
the event the company fails to renew Executive’s employment
before the expiration of this Agreement (“Non-Renewal”),
Executive shall be entitled to receive:





 




a.

The Accrued
Obligations through the date of termination; and





 




 

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b.

Full payment of the
Performance Bonus tied to the potential sale of the Company, if
such sale occurs during the Term or within six months following the
Term (Section 4.B.b.).





 




c.

 Pro-rated
payment of the Performance Bonus tied to the Company’s
Earnings (Section 4.B.c.).





 




F.

Resignations from Other
Positions. Upon any termination of Executive’s
employment, and as a condition to Executive receiving any Severance
Benefits under this Agreement, if so requested by a majority of the
Board, Executive will immediately resign (1) as a director of the
Company and any of its subsidiaries, (2) from all officer or other
positions of the Company and (3) from all fiduciary positions
(including as trustee) Executive then holds with respect to any
employee benefit plans or trusts established, maintained or
sponsored by the Company or by any of its Affiliates. Failure by
Executive to resign immediately from all positions described in the
immediately preceding sentence shall result in automatic forfeiture
of any and all rights to the Severance Benefits.





 




G.

Options Upon Termination.
Except as otherwise provided in Section 8, upon termination of
Executive’s employment for any reason and subject to the
terms of the Company’s Stock Plan, as it may be amended from
time to time, including by reason of Executive’s death or
permanent disability, any portion of any options held by the
Executive that are not then vested will immediately be forfeited
and expire for no consideration and the remainder of such options
will remain exercisable for twelve months thereafter (with the
understanding that any options that are intended to be
“incentive stock options” under the Code shall
thereupon be disqualified from such treatment); provided, that any
portion of the options held by Executive immediately prior to
Executive’s death, to the extent then exercisable, will
remain exercisable for one year following Executive’s death;
and provided, further, that in no event shall any portion of the
options be exercisable after the Final Exercise Date.





 




H.

Release. Notwithstanding
anything contained herein, Executive’s right to receive (or
retain) the payments and benefits set forth in Section 8.D or 8.E,
as applicable, other than the Accrued Obligations through the date
of termination, is conditioned on and subject to Executive’s
execution within twenty-one (21) days (or, to the extent required
by applicable law, forty-five (45) days) following the termination
date and non-revocation within seven (7) days thereafter of a
general release of claims in a form provided by the
Company.





 




9.

Section
409A of the Code.





 




A.

General. This Agreement shall
be interpreted and applied in all circumstances in a manner that is
consistent with the intent of the parties that, to the extent
applicable, amounts earned and payable pursuant to this Agreement
shall constitute short-term deferrals exempt from the application
of Section 409A of the Code and, if not exempt, that amounts earned
and payable pursuant to this Agreement shall not be subject to the
premature income recognition or adverse tax provisions of Section
409A of the Code.





 




 

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B.

Separation from Service.
References in this Agreement to “termination” of
Executive’s employment, “resignation” by
Executive from employment and similar terms shall, with respect to
such events that will result in payments of compensation or
benefits, mean for such purposes a “separation from
service” as defined under Section 409A of the
Code.





 




C.

Specified Executive. In the
event any one or more amounts payable under this Agreement
constitute a “deferral of compensation” and become
payable on account of the “separation from service” (as
determined pursuant to Section 409A of the Code) of Executive and
if as such date Executive is a “specified employee” (as
determined pursuant to Section 409A of the Code), such amounts
shall not be paid to Executive before the earlier of (i) the first
day of the seventh calendar month beginning after the date of
Executive’s “separation from service” or (ii) the
date of Executive’s death following such “separation
from service.” Where there is more than one such amount, each
shall be considered a separate payment and all such amounts that
would otherwise be payable prior to the date specified in the
preceding sentence shall be accumulated (without interest) and paid
together on the date specified in the preceding
sentence.





 




D.

Separate Payments. For purposes
of Section 409A of the Code, each payment or amount due under this
Agreement shall be considered a separate payment, and
Executive’s entitlement to a series of payments under this
Agreement is to be treated as an entitlement to a series of
separate payments.





 




E.

Reimbursements. Any
reimbursement to which Executive is entitled pursuant to this
Agreement that would constitute nonqualified deferred compensation
subject to Section 409A of the Code shall be subject to the
following additional rules: (i) no reimbursement of any such
expense shall affect Executive’s right to reimbursement of
any other such expense in any other taxable year; (ii)
reimbursement of the expense shall be made, if at all, not later
than the end of the calendar year following the calendar year in
which the expense was incurred; (iii) the right to reimbursement
shall not be subject to liquidation or exchange for any other
benefit; and (iv) the right to reimbursement of expenses incurred
kind shall terminate one year after the end of the Employment
Period.





 




10.

Section 280G of the Code. Notwithstanding anything to the contrary contained
herein (or any other agreement entered into by and between
Executive and the Company or any incentive arrangement or plan
offered by the Company), in the event that any amount or benefit
paid or distributed to Executive pursuant to this Agreement, taken
together with any amounts or benefits otherwise paid to Executive
by the Company (collectively, the “Covered
Payments”), would
constitute an “excess parachute payment” as defined in
Section 280G of the Code, and would thereby subject Executive
to an excise tax under Section 4999 of the Code (an
“Excise
Tax”), the provisions of
this Section 10 shall apply. If the aggregate present value
(as determined for purposes of Section 280G of the Code) of
the Covered Payments exceeds the amount which can be paid to
Executive without Executive incurring an Excise Tax, then the
amounts payable to Executive under this Agreement (or any other
agreement by and between Executive and the Company or pursuant to
any incentive arrangement or plan offered by the Company) shall be
reduced (but not below zero) to the maximum amount which may be
paid hereunder without Executive becoming subject to the Excise Tax
(such reduced payments to be referred to as the
“Payment
Cap”). In the event
Executive receives reduced payments and benefits as a result of
application of this Section 10, Executive shall have the right
to designate which of the payments and benefits otherwise set forth
herein (or any other agreement between the Company and Executive or
any incentive arrangement or plan offered by the Company) shall be
received in connection with the application of the Payment Cap,
subject to the following sentence. Reduction shall first be made
from payments and benefits which are determined not to be
nonqualified deferred compensation for purposes of
Section 409A of the Code, and then shall be made (to the
extent necessary) out of payments and benefits that are subject to
Section 409A of the Code and that are due at the latest future
date.





 




 

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11.

No Guarantee of Tax Consequences. The
Board, the Compensation Committee, the Company and its Affiliates,
officers and employees make no commitment or guarantee to Executive
that any federal, state, local or other tax treatment will apply or
be available to Executive or any other person eligible for
compensation or benefits under this Agreement and assume no
liability whatsoever for the tax consequences to Executive or to
any other person eligible for compensation or benefits under this
Agreement.





 




12.

Controlling Law, Jurisdiction and Venue.
This Agreement and all questions relating to its validity,
interpretation, performance, and enforcement will be governed by
and construed in accordance with the laws of the State of
Washington, notwithstanding any Washington or other
conflict-of-interest provisions to the
contrary.    Executive agrees that any and all
claims arising between the parties out of this agreement shall be
controlled by the laws of the State of Colorado, as follows: any
dispute, controversy arising out of, connected to, or relating to
any matters herein of the transactions between Company and
Executive, or this Agreement, which cannot be resolved by
negotiation (including, without limitation, any dispute over the
arbitrability of an issue), will be settled by binding arbitration
in accordance with the J.A.M.S/ENDISPUTE Arbitration Rules and
Procedures, as amended by this Agreement. Arbitration proceedings
will be held in Denver, Colorado. Company and Executive agree the
prevailing party on any action to enforce rights hereunder shall be
entitled, in addition to any awarded damages, their costs and
reasonable attorney's fees, whether at arbitration, or on
appeal. The parties agree that this provision and the Arbitrator's
authority to grant relief are subject to the United States
Arbitration Act, 9 U.S.C. 1- 16 et seq. ("USAA") and the provisions
of this Agreement. The parties agree that the arbitrator have no
power or authority to make awards or issue orders of any kind
except as expressly permitted by this Agreement, and in no event
does the arbitrator have the authority to make any award that
provides for punitive or exemplary damages. The award may be
confirmed and enforced in any court of competent jurisdiction. All
post-award proceedings will be governed by the USAA. Company and
Executive irrevocably consent to the jurisdiction and venue of such
arbitration and such courts.





 




13.

Entire Agreement; Severability. This
Agreement and the agreements referenced herein contain the entire
agreement of the parties relating to the subject matter hereof, and
supersede in their entirety any and all prior agreements,
understandings or representations relating to the subject matter
hereof. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this
Agreement. The provisions of this Agreement shall be deemed
severable and, if any provision is found to be illegal, invalid or
unenforceable for any reason, (a) the provision will be amended
automatically to the minimum extent necessary to cure the
illegality or invalidity and permit enforcement and (b) the
illegality, invalidity or unenforceability will not affect the
legality, validity or enforceability of the other provisions
hereof.





 




14.

Amendment; Committee Authority. This
Agreement may be amended, supplemented, or modified only by a
written instrument duly executed by or on behalf of each party
hereto. All determinations and other actions required or permitted
hereunder to be made by or on behalf of the Company or the Board
may be made by either the Board (excluding Executive therefrom) or
the Compensation Committee (or any other committee subsequently
granted authority by the Board); provided that the actions of the
Compensation Committee (or any other committee subsequently granted
authority by the Board) shall be subject to the authority then
vested in such committee by the Board, it being understood and
agreed that as of the date of this Agreement the Compensation
Committee has full authority, concurrent with the Board, to
administer this Agreement; and provided, further, that a decision
or action by the Compensation Committee (or any other committee
subsequently granted authority by the Board) hereunder shall be
subject to review or modification by the Board if the Board so
chooses.





 




 

11








 






 




15.

Waiver. The rights and remedies of the
parties to this Agreement are cumulative and not alternative.
Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege will preclude any
other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum
extent permitted by applicable law, (a) no claim or right arising
out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless
in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance
for which it is given; and (c) no notice to or demand on one party
will be deemed to be a waiver of any obligation of such party or of
the right of the party giving such notice or demand to take further
action without notice or demand as provided in this
Agreement.





 




16.

No Violation. Executive represents and
warrants that the execution and delivery of this Agreement and the
performance of Executive’s services contemplated hereby will
not violate or result in a breach by Executive of, or constitute a
default under, or conflict with: (i) any provision or restriction
of any employment, consulting, or other similar agreement; (ii) any
agreement by Executive with any third party not to compete with,
solicit from, or otherwise disparage such third party; (iii) any
provision or restriction of any agreement, contract, or instrument
to which Executive is a party or by which Executive is bound; or
(iv) any order, judgment, award, decree, law, rule, ordinance, or
regulation or any other restriction of any kind or character to
which Executive is subject or by which Executive is
bound.





 




17.

Assignment. Notwithstanding anything
else herein, this Agreement is personal to Executive and neither
this Agreement nor any rights hereunder may be assigned by
Executive. The Company may assign this Agreement to an affiliate or
to any acquirer of all or substantially all of the business and/or
assets of the Company, in which case the term “Company”
will mean such affiliate or acquirer. This Agreement will inure to
the benefit of and be binding upon the personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees, legatees and permitted assignees of the
parties.





 




18.

Counterparts, Facsimile. This Agreement
may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same
agreement. To the maximum extent permitted by applicable law, this
Agreement may be executed via facsimile.





 




19.

Notices. Any notice required to be given
under this Agreement shall be deemed sufficient, if in writing, and
sent by certified mail, return receipt requested, via overnight
courier, or hand delivered to the Company at 3609 S. Wadsworth
Blvd., Suite 250, Lakewood, CO 80235, Attn: Chairman of the
Compensation Committee and Chief Financial Officer, and to
Executive at the most recent address reflected in the
Company’s employment records.





 



Signature page follows.

 




 

12








 






 


IN
WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the Effective Date.

 


 

 


COMMAND CENTER, INC., a Washington
corporation


 


 


 


By:
/s/ Rimmy
Malhotra


Name:
Rimmy Malhotra


Title:
Co-Chairman Board of Directors


 


Date:
3/26/18


 


 


EXECUTIVE


 


 


 


By:
/s/ Richard K. Coleman
Jr.


Richard
K. Coleman, Jr., an individual


 


Date:
3/27/18


 


 


 




[Signature
Page to Employment Agreement]