Exhibit 10.1


  


CHANGE OF CONTROL ADDENDUM
TO THE

EMPLOYMENT AGREEMENT


THIS CHANGE OF CONTROL ADDENDUM TO THE
EMPLOYMENT AGREEMENT (the “Addendum”) is made and entered into as of the 16th day of March 2015,
by and between ZAGG Inc, a Nevada corporation (the “Company”), and Randall L. Hales (“Executive”
or “you”).


A.               
The Company and Executive entered into that certain Amended Employment Agreement dated effective as of January 1, 2015,
pursuant to which the Company employed Executive as Chief Executive Officer (the “Agreement”). Except as otherwise
provided in this Addendum, all capitalized terms used but not defined in this Addendum shall have the meanings given to them in
the Agreement.


B.                
The Company and Executive (as evidenced by their execution hereof) desire to amend and supplement the Agreement as provided
herein.


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


1.                 
Addition of Change of Control Addendum. The Change of Control Addendum set forth below is hereby incorporated into
the Agreement and shall be attached thereto as Exhibit B.


CHANGE OF CONTROL ADDENDUM


Notwithstanding any other provision contained
herein, if your employment hereunder is terminated for Good Reason or by the Company without Cause (other than on the account of
your death or Disability), in each case within twenty-four (24) months following a Change of Control, you shall be entitled to
receive, subject to your execution of a general release of known and unknown claims in a form satisfactory to the Company, severance
payments equal to your current compensation, less applicable withholding, for twenty-four (24) months after the date of your separation
(the “Severance Pay”). Your “current compensation” shall mean the sum of your Base Salary plus your
current annual targeted bonus. Subject to the terms of the following paragraph, the Severance Pay will commence within thirty (30)
days after you return the executed release and shall be paid bi-weekly in accordance with the Company’s normal payroll practices.
The vesting and exercisability of each option granted to you by the Company (or of any property received by you in exchange for
such options in a Change of Control) shall be automatically accelerated in full. The vesting, exercisability or settlement of any
other equity awards granted to you by the Company shall be accelerated to the extent set forth in the applicable equity award agreement
between you and the Company. During the severance period of twenty-four (24) months, the Company will also pay the premiums to
continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage
under the applicable rules. However, the Company’s COBRA obligations shall immediately cease to the extent you become eligible
for substantially equivalent health insurance coverage from a subsequent employer.






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For purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), each Severance Payment under this Change of Control Addendum
is hereby designated as a separate payment. If the Company determines that you are a “specified employee” under Section
409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the Severance Payments under the preceding paragraph, to
the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and
(ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump
sum when the Severance Payments commence.


For purposes of this Addendum, “Change
of Control” shall mean the occurrence of any of the following:


(i)                
one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the
stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock
of the Company; provided that, a Change of Control shall not occur if any person (or more than one person acting as a group) owns
more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;


(ii)              
one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on
the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power
of the stock of the Company;


(iii)            
a majority of the members of the Board of Directors of the Company are replaced during any twelve-month period by directors
whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment
or election; or


(iv)            
the complete liquidation of the Company or the sale or other disposition by the Company of all or substantially all of the
Company’s assets.


For purposes of this Addendum, “Good
Reason” shall mean any of the following events if affected by the Company without your consent within twenty-four (24)
months of the Change of Control:


(v)              
a change in your position with the Company which materially diminishes your duties, responsibilities, or authority;


(vi)            
a material diminution of your Base Salary;






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(vii)          
any requirement that you relocate or any assignment of duties that that would be materially adverse to the maintenance of
the principal residence you had immediately prior to the Change of Control;


(viii)        
a material breach of this Agreement by the Company; or


(ix)            
the Company’s failure to secure the written assumption of its material obligations under this Agreement from any successor
to the Company.


2.                 
Incorporation. The terms of the Agreement (as modified hereby) are hereby incorporated herein by this reference.


3.                 
Agreement Affirmed. As modified hereby, the Agreement is hereby affirmed and deemed to continue in full force and
effect.


4.                 
Counterparts. This Addendum may be executed simultaneously in two or more counterparts, each of which shall be deemed
an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart
shall be deemed a signature to, and may be appended to, any other counterpart. This Addendum may be executed and delivered by facsimile,
or by email in portable document format (.pdf) and delivery of the executed signature page by such method will be deemed to have
the same effect as if the original signature had been delivered to other the party.


[signatures
to follow]


 






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IN WITNESS WHEREOF, the parties have
executed this Change of Control Addendum to the Employment Agreement as of the date above written.





 


	 	“COMPANY”
	 	 
	 	ZAGG Inc
	 	 
	 	By: 	/s/ BRANDON T. O’BRIEN
	 	 	Title: Chief Financial Officer  




 





	 	“EXECUTIVE”
	 	 
	 	 
	 	By: 	/s/ Randall
L. Hales
	 	 	Randall L. Hales




 



 


 


 


 


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