Exhibit 10.1


 


	 	16795 Von Karman Suite 240, Irvine CA 92606
	Office:  949-525-4634     Fax:  949-525-9779




 


SEVERANCE
AGREEMENT AND GENERAL RELEASE


 


This Severance Agreement and General Release ("Agreement")
is entered into this day of March 12, 2015 between Abdul Parmach ("Employee") and Adaptive Medias, Inc.
("Employer").


 


WHEREAS, Employment has been /will be terminated with an effective
date of March 9, 2015,


 


WHEREAS, Employee and Employer desire to resolve any of Employee’s
differences and disputes now pending or which may arise in the future with respect to Employee's employment and the termination
thereof.


 


THEREFORE, in consideration of the promises and mutual promises
herein contained,


Employee and Employer acknowledge and voluntarily agree as follows:


 


1. Employee acknowledges that the Employer does not have severance
benefits or a severance program, plan or policy for Employees. Employee understands and agrees that Employee will not receive severance
benefits unless Employee signs this Agreement. However, as consideration for signing this Agreement and in exchange for and subject
to the payments, promises, representations, warranties, covenants contained herein and the release set forth in Paragraph 5:


 


		a)	Employer will pay Employee Forty-Two Thousand Five Hundred Dollars ($42,500.00) severance, net of applicable federal
and state tax withholdings and any other applicable deduction. The payments will be made during the course of the Company’s
regular payroll dates (1st and the 15th of each month). However, no severance will be paid until the revocation
period has expired. Once the revocation period has expired Twenty Thousand Dollars ($20,000.00) will be paid. The remaining amount
will be paid over a three month period in increments of Seven Thousand Five Hundred Dollars ($7,500.00).



 


		b)	Employer will grant employee Restricted Stock equal to 50,000 shares of ADTM common stock. Stock will not be granted
until the revocation period has expired.



 


You agree that the additional compensation to be paid under
this Agreement is due solely from Adaptive Medias, Inc. and that Insperity PEO Services, L.P. (“Insperity”) has no
obligation to pay the additional compensation, even though its payment may be processed through Insperity.


 


2. It is specifically understood and agreed that this Agreement
does not constitute and is not to be construed as an admission or evidence of (i) any violation by Employer, of any federal, state
or municipal law, statute or regulation, or principle of common law or equity, (ii) the commission by Employer or any of the Released
Parties of any other actionable wrong, or (iii) any wrongdoing of any kind whatsoever on the part of Employer or any of the Released
Parties, and shall not be offered or used for that purpose. In addition, Employee and Employer agree that neither Employee nor
Employer is a prevailing party with respect to any claim, cause, proceeding or action Employee or Employer currently has, or may
have had (whether known or unknown, asserted or unasserted) against one another.


 






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	 	16795 Von Karman Suite 240, Irvine CA 92606
	Office:  949-525-4634     Fax:  949-525-9779


 


3. Nothing contained herein or any document executed in connection
herewith, shall be construed to create an ongoing employer-employee, partnership, or joint venture relationship between the Employer
and Employee after March 9, 2015. As of such date, Employee is no longer an Employee of Employer or any of its affiliates,
agents, officers, directors, employees, predecessors, fiduciaries, and other representatives of Employer, and their successors
and assigns (the "Released Parties"). Employee will not represent to be or hold himself out as an employee of Employer.


 


4. Employee agrees that Employee will not, directly or indirectly,
make any disparaging, derogatory, or defamatory remarks about the Company, any of its affiliates, or any of Company's executives,
officers, directors, or managers, and Employee further agrees not to make any negative comments to the media, or otherwise attempt
to generate negative publicity about the Company, any of its affiliates, or any of Company's executives, officers, directors, or
managers.


 


5. a) In consideration of the
payments, agreements and covenants set forth herein, the sufficiency of which Employee hereby acknowledges, Employee and any heirs,
executors, administrators and assigns hereby voluntarily, completely, unconditionally and irrevocably discharge and release the
Released Parties), and Insperity (including its current and former parent companies, subsidiaries, and other affiliated companies
as well as any of their current and former insurers, directors, officers, agents, shareholders, and employees), from any and all
claims, demands, causes of action, suits, charges, violation and/or liability whatsoever, known or unknown (including attorneys'
fees, interest, expenses and costs actually incurred) involving any matter arising out of or in any way related, directly or indirectly,
to Employee's relationship with Employer or the termination thereof. The Employee agrees and acknowledges that the claims and actions
released herein include, but are not limited to, any claim or action based upon or arising out of any facts, acts, conduct, omissions,
transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or
occurring or claimed to exist or to have occurred at any time before the Effective Date of this Agreement, including, but not limited
to any and all claims relating to or arising out of Employee's compensation and benefits from Employer, or the termination thereof,
any and all defamation, personal injury and tort claims, wrongful termination claims, discrimination, harassment and retaliation
claims, whistle-blower claims, fraud claims, contract claims, benefits claims, claims under any federal, state or municipal wage
payment, whistle-blower, discrimination or fair employment practices law, statute or regulation. This includes, without limitation:
any claims or actions under TITLE VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the California Fair Employment and Housing Act, and the New York State and New York City Human Rights
and Labor Laws or based on the Family and Medical Leave Act, the Fair Labor Standards Act and the
California Labor Code, all as amended, whether such claims be based upon an action filed by employee or by a governmental agency.


 


b) It is the intention of the Parties in executing this instrument
that it shall be effective as a bar to each and every claim specified in paragraph 5. In furtherance of this intention, Employee
hereby expressly waives any and all rights and benefits conferred upon him by the provisions of Section 1542 of the California
Civil Code and expressly consents that this Agreement shall be given full force and effect according to each and all of its express
terms and provisions, including those relating to unknown and unsuspected claims as herein above specified. section §1542
provides as follow:


 






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	 	16795 Von Karman Suite 240, Irvine CA 92606
	Office:  949-525-4634     Fax:  949-525-9779


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


c) Notwithstanding the foregoing, this Agreement does not apply
to any claim that as a matter of law cannot be released. Also nothing in this Agreement shall prohibit Employee from communication
or cooperation with any federal, state or local government agency enforcement enforcing discrimination laws, including the Equal
Employment Opportunity Commission, or the National Labor Relations Board. Employee shall not, however, be entitled to any relief,
recovery or monies in connection with any released claims brought against any of the Releases.


 


6. Employee agrees to proactively transition customer relationships
to the Company’s designee and to promote customers ongoing engagement with the Company and use of the Company’s services.


 


7. Employee covenants and agrees that for a period of two (2)
years from and after the Severance Date, Employee will not, directly or indirectly (a) induce or influence or attempt to induce
or influence, any person who is an Employee of the Employer to terminate their relationship with the Employer or to accept employment
with another Employer, nor (b) aid, assist or abet any other person, firm or corporation in any of the activities prohibited in
the immediately preceding clause 6.


 


8. No later than March 13, 2015, Employee agrees to return
to Employer all of Employer's property in Employee's possession or control, including, but not limited to, Employer documents,
data, materials, computer disks and other records.


 


9. Employee warrants and agrees not to disclose any confidential
or proprietary information concerning Employer which was acquired during the course of Employee's relationship with Employer.


 


10. The Employee agrees that the terms of this Agreement and
any and all facts relating to Employee’s prior employment will remain confidential and will not be disclosed by Employee
to any persons other than Employee's counsel, accountant and members of Employee's immediate family, or as required by law. For
purposes of this paragraph, "required by law" shall refer only to the circumstances where Employee has been served with
a valid subpoena or court order for testimony or documents. Should Employee or Employee's attorneys at any time be served with
a subpoena that would arguably require disclosure of any of the confidential information covered by this paragraph, then Employee
or Employee's attorneys shall immediately contact Joy De Guzman, Director of Human Resources to advise the Company of the subpoena
so that the Company shall have adequate time to take those steps necessary to prevent disclosure.


 






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	 	16795 Von Karman Suite 240, Irvine CA 92606
	Office:  949-525-4634     Fax:  949-525-9779


 


a) The facts which are to be kept confidential include, but
are not limited to, facts in any way relating to or concerning Employee’s prior employment with Employer, or the operations
of the business, sales, or marketing information, financial performance, or any issues regarding employment practices, compliance
with Federal, state, or local regulations, and/or business operations issues. Employee specifically acknowledges that the payments
and other consideration described herein are fully dependent on Employee’s faithful agreement of strict confidentiality.
Employee acknowledges and agrees that if Employee should violate this confidentiality provision Employer reserves all rights to
enforce this provisions including recovery of all damages, attorney’s fees and other available relief.


 


b) Employee also agrees: (1) the facts and/or terms and conditions
of this Agreement and (2) any and all actions by Released Parties taken in accordance herewith, are confidential. In the event
any other person or entity asks Employee, or Employee's attorneys, about any complaints relating to the Parties' association, Employee
shall respond only that "the matter was resolved" and refuse to discuss any such matter further. In the event that Employee
discloses to those authorized under this paragraph: (1) any of the terms and conditions of this Agreement; or (2) any of the actions
taken by Released Parties in accordance with this Agreement, then Employee shall also tell the persons authorized that they are
not authorized to disclose the information to any other person. The Parties agree that should Employee, Employee's attorneys or
Employee's accountants violate this confidentiality provision of this Agreement, or should any other person at Employee's direction
or suggestion violate the this confidentiality provision of this Agreement, then the resulting damages to the Company would be
extremely difficult or impossible to calculate; therefore, in the event of such violation, Employee shall pay to the Company $5,000.00
(Five Thousand Dollars) in liquidated damages for each and every violation as a reasonable estimate of the Company's damages, and
not as any penalty, for the harm suffered by the Company.


 


11. Employee agrees and understands
that if this Agreement is ever found to be invalid or unenforceable (in whole or in part) as to any particular type of claim or
charge or as to any particular circumstances, it shall remain fully valid and enforceable as to all other claims, charges and circumstances.
In the event that the release paragraphs are found to be invalid, then without the payment of any
additional consideration, Employee agrees to provide a valid release.


 


12. Employee agrees and acknowledges that Employee has not relied
upon any representations of Employer except as set forth in this Agreement.


 


13. The parties agree that this Agreement shall be governed
by and enforced in accordance with the laws of the State of California and all disputes regarding this Agreement shall be brought
in the State of California.


 


14. Without limiting the scope of this Agreement, Employee certifies
that it constitutes a knowing and voluntary waiver of all rights or claims that exist or that Employee has or may claim to have
under the Age Discrimination in Employment Act ("ADEA"), as amended by the Older Workers Benefit Protection Act of 1990
("OWBPA"), which is set forth at 29 U.S.C. §§ 621, et seq. Employee has the opportunity to evaluate
the terms of this Agreement for not less than twenty one (21) days prior to his execution of this Agreement ("Evaluation Period").
This Agreement does not govern any rights or claims that may arise under the ADEA after the date this Agreement is signed by Employee.
Employee is advised to consult with an attorney before signing this Agreement. Employee agrees that, by entering into this Agreement:
(i) he has received consideration beyond that to which he was previously entitled; (ii) he has been advised to consult with an
attorney before signing; and (iii) he has been offered the opportunity to evaluate the terms of this Agreement for not less than
the Evaluation Period. He understands that she may waive the Evaluation Period and elect an earlier Effective Date. The provisions
of this Agreement may not be amended, waived, changed or modified except in writing signed by an authorized representative of employer
and by employee.


 






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	 	16795 Von Karman Suite 240, Irvine CA 92606
	Office:  949-525-4634     Fax:  949-525-9779


 


15. Employee may revoke this Agreement at any time up to seven
(7) calendar days following his signing the Agreement, and this Agreement shall not become effective until the revocation period
has expired at 12:00:01 a.m. on the eighth day following his signing of this Agreement ("Effective Date"). If Employee
decides to revoke, such revocation must be in writing to Joy De Guzman, Director of Human Resources and received by her no later
than the Effective Date. If Employee revokes this Agreement, he shall not be entitled to receive the funds and other consideration
described in Paragraph 1.


 


IN WITNESS WHEREOF, the parties have executed this Agreement
on the date listed below.


 


	Employee:   	Abdullah Parmach	 	Adaptive Medias, Inc.
	Signature: 	/s/ Abdullah Parmach	 	/s/ Joy De Guzman
	Date: 	3-12-2015	 	Joy De Guzman





 






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