Exhibit 10.1


Page 1 of 11


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (this “Agreement”) is made as of the 29th day of March 2019 by and between Incumaker, Inc., a
Delaware corporation (the “Company”), and Ketan Thakker, a natural person, residing in the State of Georgia (“Executive”).


 


WHEREAS, the Company wishes
to employ Executive as its President and Chief Executive Officer (“CEO”) of the Company and Executive wishes to accept
such employment;


 


WHEREAS, the Company and
Executive wish to set forth the terms of Executive’s employment and certain additional agreements between Executive and the
Company.


 


NOW, THEREFORE, in consideration
of the foregoing recitals and the representations, covenants and terms contained herein, the parties hereto agree as follows:


 


1.          Employment
Period


 


The Company will employ Executive,
and Executive will serve the Company, under the terms of this Agreement commencing March 29, 2019 (the “Commencement Date”)
for a term of five (5) years unless earlier terminated under Section 4 hereof. The period of time between the commencement and
the termination of Executive’s employment hereunder shall be referred to herein as the “Employment Period.”


 


2.          Duties
and Status


 


The Company hereby engages
Executive as its President and CEO on the terms and conditions set forth in this Agreement including the terms and conditions of
the Employee Proprietary Information, Inventions, and Non-Competition Agreement attached hereto as Exhibit A and incorporated
herein (the “Non-Disclosure Agreement”). Executive agrees to devote the Executive’s entire business time, attention
and energies to the business and interests of the Company during the Employment Period. During the Employment Period, Executive
shall report directly to the Board of Directors (the “Board”) and shall exercise such authority, perform
such executive functions and discharge such responsibilities as are reasonably associated with Executive’s position, commensurate
with the authority vested in Executive pursuant to this Agreement and consistent with the governing documents of the Company.


 




    	 



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3.          Compensation
and Benefits


 


(a)          Salary.
During the Employment Period, the Company shall pay to Executive, as compensation for the performance of his duties and obligations
under this Agreement, a base salary of $200,000 per annum, payable semi-monthly, which base salary shall commence when the Board
determines that it has sufficient cash to commence such salary payments.


 


(b)          Bonus.
During the Employment Period, Executive shall be eligible for a bonus to be paid in cash, stock or both on terms that shall be
mutually acceptable to the Board and Executive to meet mutually agreed to performance goals.


 


(c)          Options.
Upon execution of this Agreement, Executive shall also be entitled to receive restricted stock and stock options under the Company’s
2019 Stock Incentive Plan to acquire shares of the Company’s common stock at the discretion of the Board.


 


(d)          Other
Benefits. During the Employment Period, Executive shall be entitled to participate in all of the employee benefit plans, programs
and arrangements of the Company in effect during the Employment Period which are generally available to senior executives of the
Company, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and
arrangements. In addition, during the Employment Period, Executive shall be entitled to fringe benefits and perquisites comparable
to those of other senior executives of the Company including, but not limited to, standard holidays, twenty (20) days of vacation
pay plus five (5) sick/personal days, to be used in accordance with the Company’s vacation pay policy for senior executives.


 


(e)          Business
Expenses. During the Employment Period, the Company shall promptly reimburse Executive for all appropriately documented, reasonable
business expenses incurred by Executive in the performance of his duties under this Agreement, including telecommunications expenses
and travel expenses.


 


4.          Termination
of Employment


 


(a)          Termination
for Cause. The Company may terminate Executive’s employment hereunder for Cause (defined below). For purposes of this
Agreement and subject to Executive’s opportunity to cure as provided in Section 4(c) hereof, the Company shall have Cause
to terminate Executive’s employment hereunder if such termination shall be the result of:


 


		(i)	a material breach of fiduciary duty or material breach of the terms of this Agreement or any other
agreement between Executive and the Company (including without limitation any agreements regarding confidentiality, inventions
assignment and non-competition) which remains uncured for a period of fifteen (15) days following receipt of written notice from
the Board specifying the nature of such breach;



 




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		(ii)	the commission by Executive of any act of embezzlement, fraud, larceny or theft on or from the
Company;



 


		(iii)	substantial and continuing neglect or inattention by Executive of the duties of his employment
or the willful misconduct or gross negligence of Executive in connection with the performance of such duties which remains uncured
for a period of fifteen (15) days following receipt of written notice from the Board specifying the nature of such breach;



 


		(iv)	the commission and indictment by Executive of any crime involving moral turpitude or a felony;
and



 


		(v)	Executive’s performance or omission of any act which becomes known to any of the customers,
clients, stockholders or regulators of the Company, and, as found by the Board, threatens to have or has a material and adverse
impact on the business of the Company.



 


(b)          Termination
for Good Reason. Executive shall have the right at any time to terminate his employment with the Company upon not less than
thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject
to the Company’s opportunity to cure as provided in Section 4(c) hereof, Executive shall have Good Reason to terminate his
employment hereunder if such termination shall be the result of:


 


		(i)	the Company’s material breach of this Agreement;



 


		(ii)	A requirement by the Company that Executive perform any
act or refrain from performing any act that would be in violation of any applicable law;



 


		(iii)	A material and substantial reduction of the Employee’s
responsibilities that is inconsistent with the Employee’s status as a senior executive of the Company, but in each case
subject to the limitations on the Employee’s rights and responsibilities set forth in Section 2; or



 


		(iv)	A requirement that Executive relocate his permanent residence
more than thirty (30) miles from his current address.



 




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(c)          Voluntary
Termination. Executive, at his election, may terminate his employment upon not less than sixty (60) days prior written notice
of termination other than for Good Reason.


 


(d)          Termination
Upon Death or Permanent and Total Disability. The Employment Period shall be terminated by the death of Executive. The Employment
Period may be terminated by the Board if Executive shall be rendered incapable of performing his duties to the Company by reason
of any medically determined physical or mental impairment that can be reasonably expected to result in death or that can be reasonably
be expected to last for a period of either (i) six (6) or more consecutive months from the first date of Executive’s absence
due to the disability or (ii) nine (9) months during any twelve (12)-month period (a “Permanent and Total Disability”).
If the Employment Period is terminated by reason of a Permanent and Total Disability of Executive, the Company shall give thirty
(30) days’ advance written notice to that effect to Executive.


 


(e)          Termination
at the Election of the Company. At the election of the Company, otherwise than for Cause as set forth in Section 4(a)
above, upon not less than sixty (60) days prior written notice of termination.


 


(f)          Termination
for Business Failure. Anything contained herein to the contrary notwithstanding, in the event the Company’s business
is discontinued because continuation is rendered impracticable by substantial financial losses, lack of funding, legal decisions,
administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond
the control of the Company, then this Agreement shall terminate as of the day the Company determines to cease operation with the
same force and effect as if such day of the month were originally set as the termination date hereof. In the event this Agreement
is terminated pursuant to this Section 4(g), the Executive will not be entitled to severance pay.


 


5.          Consequences
of Termination


 


		(a)	By Executive for Good Reason or the Company Without
Cause. In the event of a termination of Executive’s employment during the Employment Period by Executive for Good Reason
pursuant to Section 4(b) or the Company without Cause pursuant to Section 4 (e), the Company shall pay Executive (or his estate)
and provide him with the following, provided that Executive enter into a release of claims agreement agreeable to the Company
and Executive:



 




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		(i)	Cash Payment. A cash payment, payable in equal
installments over a six (6) month period after Executive’s termination of employment (the “Severance Period”),
equal to the sum of the following:



 


		(A)	Salary. The equivalent of the greater of (i) twelve
(12) months of Executive’s then-current base salary or (ii) the remainder of the term of this Agreement.



 


		(B)	Earned but Unpaid Amounts. Any previously earned
but unpaid salary through Executive’s final date of employment with the Company, and any previously earned but unpaid bonus
amounts prior to the date of Executive’s termination of employment.



 


		(C)	Equity. All Equity vested at time of termination
shall be retained by Executive and all Equity that has not vested shall be accelerated and be deemed vested for purposes of this
Section 5.



 


		(ii)	Other Benefits. The Company shall provide continued
coverage for the remainder of the Severance Period under all health, life, disability and similar employee benefit plans and programs
of the Company on the same basis as Executive was entitled to participate immediately prior to such termination, provided that
Executive’s continued participation is possible under the general terms and provisions of such plans and programs. In the
event that Executive’s participation in any such plan or program is barred, the Company shall use its commercially reasonable
efforts to provide Executive with benefits substantially similar (including all tax effects) to those which Executive would otherwise
have been entitled to receive under such plans and programs from which his continued participation is barred. In the event that
Executive is covered under substitute benefit plans of another employer prior to the expiration of the Severance Period, the Company
will no longer be obligated to continue the coverages provided for in this Section 5(a)(ii).



 


		(b)	Other Termination of Employment. In the event
that Executive’s employment with the Company is terminated during the Employment Period by the Company for Cause (as provided
for in Section 4(a) hereof) or by Executive other than for Good Reason (as provided for in Section 4(b) hereof), the Company shall
pay or grant Executive any earned but unpaid salary, bonus, and Options through Executive’s final date of employment with
the Company, and the Company shall have no further obligations to Executive.



 




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		(c)	Withholding of Taxes. All payments required to
be made by the Company to Executive under this Agreement shall be subject only to the withholding of such amounts, if any, relating
to tax, excise tax and other payroll deductions as may be required by law or regulation.



 


		(d)	No Other Obligations. The benefits payable to
Executive under this Agreement are not in lieu of any benefits payable under any employee benefit plan, program or arrangement
of the Company, except as specifically provided herein, and Executive will receive such benefits or payments, if any, as he may
be entitled to receive pursuant to the terms of such plans, programs and arrangements. Except for the obligations of the Company
provided by the foregoing and this Section 5, the Company shall have no further obligations to Executive upon his termination
of employment.



 


		(e)	Mitigation or Offset. Executive shall not be required
to mitigate the damages provided by this Section 5 by seeking substitute employment or otherwise and there shall not be an offset
of the payments or benefits set forth in this Section 5.



 


6.          Governing
Law 


 


This Agreement and the rights
and obligations of the parties hereto shall be construed in accordance with the laws of the State of Delaware, without giving effect
to the principles of conflict of laws.


 


7.          Indemnity
and Insurance


 


The Company shall indemnify
and save harmless Executive for any liability incurred by reason of any act or omission performed by Executive while acting in
good faith on behalf of the Company and within the scope of the authority of Executive pursuant to this Agreement and to the fullest
extent provided under the Bylaws, the Certificate of Incorporation and the Delaware General Corporation Law except that Executive
must have in good faith believed that such action was in, or not opposed to, the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.


 


The Company shall provide
that Executive is covered by Directors and Officers insurance that the Company provides to other senior executives and/or Board
members.


 




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8.          Cooperation
with the Company After Termination of Employment


 


Following termination of
Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding
up of Executive’s pending work on behalf of the Company including, but not limited to, any litigation in which the Company
is involved, and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company.
Following any notice of termination of employment by either the Company or Executive, the Company shall be entitled to such full
time or part time services of Executive as the Company may reasonably require during all or any part of the sixty (60)-day period
following any notice of termination, provided that Executive shall be compensated for such services at the same rate as in effect
immediately before the notice of termination.


 


9.          Notice


 


All notices, requests and
other communications pursuant to this Agreement shall be sent by overnight mail or by fax with proof of transmission to the following
addresses:


 


If to Executive:


 


Ketan Thakker


 


Email: ketan.thakker@ubid.com


Phone: (847) 857-8424


 


If to the Company:


 


Incumaker, Inc.


327 Dahlonega Road


Suite 1701B


Cumming, GA 30040


Attn: ,


email: ___________@Incumaker.com


Phone: (___) __________


 


10.         Waiver
of Breach


 


Any waiver of any breach
of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part of either Executive
or of the Company.


 




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11.         Non-Assignment
/ Successors


 


Neither party hereto may
assign his/her or its rights or delegate his/hers or its duties under this Agreement without the prior written consent of the other
party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the Company upon any sale or all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization
of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective
successors and assigns were the Company; and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns
or designees of Executive to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company”
shall be deemed to refer to any such successor or assign of the Company referred to in the preceding sentence.


 


12.         Severability


 


To the extent any provision
of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted there from and the remainder
of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.


 


13.         Counterparts


 


This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and
the same instrument.


 


14.         Arbitration



 


Executive and the Company
shall submit to mandatory and exclusive binding arbitration, any controversy or claim arising out of, or relating to, this Agreement
or any breach hereof where the amount in dispute is greater than or equal to $50,000, provided, however, that the
parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable
relief from a court having jurisdiction over the parties. In the event the amount of any controversy or claim arising out of, or
relating to, this Agreement, or any breach hereof, is less than $50,000, the parties hereby agree to submit such claim to mediation.
Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association (“AAA”)
in Atlanta, Georgia, before a single neutral arbitrator, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association in effect at that time. The parties may conduct only essential discovery prior
to the hearing, as defined by the AAA arbitrator. The arbitrator shall issue a written decision which contains the essential findings
and conclusions on which the decision is based. Mediation shall be governed by, and conducted through, the AAA. Judgment upon the
determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.


 




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15.         Entire
Agreement


 


This Agreement and all schedules
and other attachments hereto constitute the entire agreement by the Company and Executive with respect to the subject matter hereof
and, except as specifically provided herein, supersedes any and all prior agreements or understandings between Executive and the
Company with respect to the subject matter hereof, whether written or oral. This Agreement may be amended or modified only by a
written instrument executed by Executive and the Company.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date above


 


	 	INCUMAKER, INC.
	 	 
	 	 
	 	By: 
	 	Its: 
	 	 
	 	/s/ Ketan Thakker
	 	Ketan Thakker


 


[Signature
Page to Ketan Thakker Executive Employment Agreement]


 




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Exhibit
A


 


Employee Proprietary Information, Inventions,
and Non-Competition Agreement


 




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