Exhibit 10.16


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is made and entered into as of this 1st day of June 2012 (the “Effective Date”),
by and between Tandon Digital, Inc., a Delaware corporation (the “Company”), and, Jawahar L. Tandon, an individual
(the “Executive”). Company or Executive are sometimes referred to herein as “party” or collectively
“parties”.


 


RECITALS


 


WHEREAS, by
unanimous consent of its Board of Directors, Company named Executive to serve as Chief Executive Officer to manage the
Company and its day-to-day operations;


 


WHEREAS, Company
desires to enter into an written employment agreement for Executive to continue to serve as Chief Executive Officer of the
Company;


 


WHEREAS, Executive is
willing to be employed by the Company and provide services to the Company under the terms and conditions stated herein, as of the
Effective Date; and


 


WHEREAS, Company and Executive
now mutually desire to enter into this Agreement as approved by the Board of Directors.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, it is hereby agreed
by and between the parties hereto as follows:


 


1.           Duties
and Responsibilities


 


1.1           Employment.
The Company hereby employs Executive as the Chief Executive Officer of the Company and Executive hereby accepts such employment
as of the Effective Date pursuant to the terms, covenants and conditions set forth herein. Executive shall also serve as the Chief
Executive Officer of the principal operating subsidiaries of the Company. Executive shall report directly to the Board of Directors
of the Company (the “Board”).


 


1.2           Duties.
Executive shall have the overall responsibility as Chief Executive Officer for the management and operation of the Company and
its subsidiaries, and shall perform all duties and responsibilities and have such powers which are commonly incident to the position
of Chief Executive Officer, as well as any additional responsibilities and authority as may be from time to time assigned or delegated
to him by the Board of Directors. Executive shall perform the duties assigned to him to the best of his ability and in a manner
satisfactory to the Company.


 


1.3           Time
and Efforts. Executive shall devote his full business time, efforts, attention, and energies to the business of the Company
and to the performance of his duties hereunder during the Term.


 




     


     


    

 


1.4           Confidential
Information and Trade Secrets. Executive acknowledges that, as a condition of his employment hereunder, Executive agrees to
execute and abide by the Company’s confidentiality, non-disclosure, invention assignment, and similar agreements that are presented
to Executive to protect the Company’s trade secret, proprietary and business interests. Executive hereby acknowledges and agrees
that such agreements shall survive termination of employment and this Agreement and shall remain in force following such termination
regardless of the reason for the termination.


 


1.5           Compliance
with Law. Executive agrees to comply with any and all governmental laws, regulations, and policies in connection with his actions
as an employee of the Company. Executive shall conduct himself in accordance with the highest business standards as are reasonably
and customarily expected of such position.


 


2.           Term


 


The term of employment
under this Agreement shall be for a period of three (3) years commencing on the Effective Date (the “Initial Term”),
and this Agreement will then be renewed automatically for additional one (1) year periods commencing on the last date of the Initial
Term, and on each one (1) year anniversary date thereafter (each subsequent one year period together with the Initial Term, hereinafter
collectively the “Term”), unless either the Company or Executive provides the other party with written notice
at least sixty (60) days prior to the last date of the Initial Term or any subsequent Term stating that the Agreement will not
be renewed. In connection with any notice of non-renewal pursuant to this Section 2, the Executive’s termination date of
employment will be the last date of the applicable Term and Executive will not be eligible or entitled to receive any severance
pay or post-termination benefits that may otherwise be provided under this Agreement. Notwithstanding the above, either party
may terminate this Agreement at any time during the Term pursuant to the applicable provisions of Section 5 of this Agreement.


 


3.           Compensation
and Benefits


 


As the total consideration
for Executive’s services rendered hereunder, Executive shall be entitled to the following:


 


3.1           Base
Salary. Executive shall be paid an initial annual base salary of Two Hundred Fifty Thousand Dollars ($250,000.00) per
year (“Base Salary”) beginning on the Effective Date of the Agreement and payable in regular installments
in accordance with the customary payroll practices of the Company. Executive’s Base Salary will be reviewed at least annually
by the Company and may be increased at the discretion of the Company. The Base Salary may not be decreased, except upon a
mutual written agreement between the parties.


 


3.2           Annual
Performance Bonus. In addition to Base Salary, Executive shall be eligible to receive an annual bonus based upon
Executive’s performance for the preceding year as determined by the Board of Directors or the Compensation Committee of the
Company, in their sole discretion, the determination of which shall be based upon such standards, guidelines and factual
circumstances as the Board of Directors or its Compensation Committee deems relevant, including, without limitation, the
operating results for the Company during such calendar year, the importance of the efforts of Executive in achieving such
operating results and the achievement by the Company and/or Executive of performance goals previously established by the
Board of Directors for such contract year. The performance bonus review for Executive shall occur at such times consistent
with the Company’s compensation policy and procedures for executive officers. The annual performance bonus shall be up to
thirty (30%) of the Base Salary.


 




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3.5           Reimbursement
of Expenses. Executive shall be reimbursed for reasonable travel, hotel, entertainment, and other business related
expenses. All reimbursement of expenses are subject to the Company’s policies in effect at the time on pre-approval of
certain business expenses and reimbursement procedures. Executive shall produce satisfactory supporting receipts and other
documentation in connection with such expenses before such reimbursement is made in accordance with applicable Company
policy.


 


3.6           Company
Automobile. The Company shall make available to the Executive a mutually agreeable company automobile (the lease amount
of which is not to exceed $2,000.00 per month) for the use by the Executive in the performance of his duties and the Company
shall pay directly or, upon presentation of itemized receipts, reimburse the Executive, for all expenses reasonably incurred
by the Executive in the operation of such automobile, including but not limited to insurance, maintenance, repairs, fuel,
registration, mileage overages and other operating costs.


 


3.7           Vacation.
Executive shall be entitled to accrue six (6) weeks of paid vacation each year pursuant to the terms and provisions of the
Company’s vacation leave policies as in effect from time to time.


 


3.8           Country
Club Membership. The Company agrees to pay for the monthly dues for a personal membership at a mutually agreeable country
club (not to exceed $1,500) and to reimburse Executive for any reasonable business-related costs associated therewith.
Personal expenses will not be reimbursed.


 


3.9           Benefits.
Executive shall be entitled to participate in and receive all benefits made available by the Company to its Executives,
including without limitation, medical, dental, vision, life and disability insurance plans and coverage, and defined benefit,
defined contribution or other 401K program, including all company matching provisions, as applicable. The Company shall pay
100% of the insurance premiums for the medical/dental/vision coverage for Executive and his dependents.


 


4.           Indemnification


 


Company agrees to hold
harmless and indemnify the Executive to the fullest extent permitted by law, as such may be amended from time to time, with respect
to any acts or nonaction the Executive may have committed during his employment in his capacity as the Chief Executive Officer
and President of the Company. Additional terms of the indemnification shall be set in an indemnification agreement to be executed
by the Company and the Executive.


 


5.           Termination



 


Executive’s employment shall terminate upon
the happening of the following:


 




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5.1           Termination
For Cause. The Company may terminate this Agreement for Cause if the Board of Directors determines that Cause exists. For
purposes of this Agreement, “Cause” shall mean:


 


(a)          A
proven act of dishonesty, fraud, embezzlement, or misappropriation of proprietary information in connection with the Executive’s
responsibilities as an Executive;


 


(b)          Executive’s
conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude;


 


(c)          Executive’s
willful misconduct in connection with his employment duties that is detrimental to the Company and which cannot be cured on reasonable
notice to Executive; or


 


(d)          Executive’s
habitual failure or refusal to perform his employment duties under this Agreement if such failure or refusal is not cured by Executive
within twenty (20) days after receiving written notice thereof from the Board of Directors.


 


For purposes hereof, no act
or failure to act by the Executive shall be considered “willful” unless done or omitted to be done by him not in good
faith or without reasonable belief that his action or omission was in the best interest of the Employer or contrary to a formal
resolution of the Board.


 


5.2           Termination
Without Cause.


 


(a)          The
Company may terminate this Agreement Without Cause. For purposes of this Agreement, “Without Cause” shall mean termination
by the Company of Executive’s employment for any reason, other than as specified in Sections 5.1 or 5.3 hereof.


 


(b)          The
Company may terminate the employment of Executive and all of the Company’s obligations hereunder at any time during the Term of
Employment “Without Cause” by giving Executive written notice of such termination, to be effective thirty (30) days following
the giving of such written notice, in which case Executive shall receive the compensation, severance and benefit continuation required
by Section 6.3 below.


 


5.3           Termination
Due to Disability or Death. Executive’s employment hereunder may be terminated by the Company as follows:


 


(a)          To
the extent permitted by law, upon thirty (30) days’ notice to Executive in the event that Executive has been unable to perform
substantially all of his duties under this Agreement for an aggregate of 120 days (inclusive of weekends and holidays) within any
12-month period, as the result of Executive’s incapacity to perform the essential functions of his job due to a physical or mental
disability and after reasonable accommodation made by the Company, and within thirty (30) days of receipt of such notice, Executive
shall not have returned to the full-time, continuing performance of his duties hereunder, or


 


(b)          Immediately
upon the death of Executive.


 




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5.4           Termination
by Executive for Good Reason. Executive may terminate the Agreement for “Good Reason”. Executive’s termination
shall be for “Good Reason” if Executive provides written notice to the Company of the Good Reason within ninety
(90) days of the event constituting Good Reason, and provides the Company with a period of thirty (30) days to cure the Good
Reason and the Company fails to cure the Good Reason within that period. For purposes of this Agreement, “Good
Reason” shall mean any of the following events if the event is effected by the Company or third-parties without
Executive’s consent: (i) a reduction of more than 10% in Executive’s Base Salary or other component of compensation and
benefits, except for changes to the Company’s generally applicable benefit plans and policies; (ii) a change in the location
of the business requiring Executive to move or drive to work more than 50 miles from the current location; (iii) any material
diminution of Executive’s authority, responsibilities, reporting or job duties (except for any reduction for Cause as defined
above); or (iv) any other material breach by the Company of this Agreement. Executive may terminate his employment at any
time for Good Reason as provided in this Section 5.4, in which case Executive shall receive the compensation, severance and
benefit continuation required by Section 6.3 below.


 


5.5           Voluntary
Termination. Executive’s employment hereunder may be terminated by Executive for any reason (other than by Termination
Due to Disability or Death or for Good Reason) upon Executive providing Company with thirty (30) days’ notice of Executive’s
voluntary termination.


 


6.          Effect
of Termination


 


6.1           Termination
For Cause or Voluntary Termination. In the event that Executive’s employment is terminated pursuant to Sections 5.1 or
5.5 above:


 


(a)          The
Company shall pay to Executive, or his representatives, on the date of termination of employment (the “Termination
Date”) only that portion of the Base Salary provided in Section 3.1 that has been earned to the Termination Date,
and any accrued but unpaid Vacation pay provided in Section 3.7, and any expense reimbursements due and owing to Executive as
of the Termination Date; and


 


(b)          Executive
shall not be entitled to (i) any other salary or compensation, (ii) the Annual Performance Bonus pursuant to Section 3.2, nor (iii)
any Benefits pursuant to Sections 3.6, 3.8, or 3.9, except for benefit continuation under COBRA or similar state or federal legislation.


 


6.2           Termination
Due to Disability or Death. In the event Executive’s employment is terminated pursuant to Section 5.3 above, the Company
shall pay to Executive, or his representatives, all of the following:


 


(a)          The
payments, if any, referred to in Section 6.1(a) above as of the Termination Date;


 


(b)          An
amount equal to the full year targeted Annual Performance Bonus referenced in Section 3.2 above for the calendar year in which
the Termination Date occurs, less applicable statutory deductions and tax withholdings, to be paid within thirty (30) days of the
Termination Date; and


 




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(c)          If
Executive elects benefit continuation under COBRA or similar state or federal legislation for the available Benefits provided in
Section 3.9, Company shall pay or reimburse the COBRA premiums for a period of up to six (6) months commencing on the Termination
Date, provided that Executive remains eligible for COBRA continuation coverage.


 


6.3           Termination
Without Cause or for Good Reason. In the event Executive’s employment is terminated pursuant to Sections 5.2 or 5.4
above, the Company shall pay Executive on the date of Termination the payments referred to in Section 6.1(a) above, and
provided that, within sixty (60) days of the Termination Date, Executive signs a binding release of all claims relating to
his employment in the standard form then being used by the Company, substantially in the form attached hereto as Exhibit
A, Executive shall also receive all of the following:


 


(a)          A
severance payment equal to the unpaid portion of Executive’s Base Salary for the remainder of the Term of this Agreement, with
such payment being made in a single lump sum immediately upon the release becoming effective; and


 


(b)          If
Executive elects benefit continuation under COBRA or similar state or federal legislation for the available Benefits provided in
Section 3.6, Company shall pay or reimburse the COBRA premiums for a period of up to six (6) months commencing on the Termination
Date, provided that Executive remains eligible for COBRA continuation.


 


7.           Assignment


 


This
Agreement is personal in nature, and neither this Agreement nor any part of any obligation herein shall be assignable by Executive.
The Company shall be entitled to assign this Agreement to any affiliate of the Company or any person or entity that assumes the
ownership and control of the business of the Company. This Agreement shall inure to the benefit of and shall be binding upon the
Company, its successors and assigns.


 


8.           Severability


 


Should any term, provision,
covenant or condition of this Agreement be held to be void or invalid, the same shall not affect any other term, provision, covenant
or condition of this Agreement, but such remainder shall continue in full force and effect as though each such voided term, provision,
covenant or condition is not contained herein.


 




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9.           Governing
Law and Submission to Jurisdiction 


 


This Agreement shall be
governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be carried
out in California. Subject to the Binding Arbitration provision of this Agreement as set forth below, and without in any way limiting
the applicability of binding arbitration, each of the parties submits to the exclusive jurisdiction of any state or federal court
sitting in Los Angeles County, California in any action or proceeding arising out of or relating to this Agreement and further
agrees that all claims in respect of the action or proceeding may be heard and determined in any such court to the extent that
any court proceeding is necessary in connection with the Binding Arbitration provision below, and further agrees not to bring any
action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties agrees that a final judgment
in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner so
provided by law.


 


10.         Binding
Arbitration


 


Any and all disputes
which involve or relate in any way to this Agreement and/or to Executive’s employment or termination of employment with
the Company, whether initiated by Executive or by the Company and whether based on contract, tort, statute, or common law, shall
be submitted to and resolved by final and binding arbitration as the exclusive method for resolving all such disputes. The arbitration
shall be private and confidential and conducted in Los Angeles, California pursuant to the Federal Arbitration Act and applicable
California law, and pursuant to the applicable rules of the American Arbitration Association (“AAA”) relating
to employment disputes, unless the parties otherwise mutually agree to modify the AAA Rules. A copy of the AAA Employment Rules
are available for review at www.adr.org/employment and are incorporated herein by reference.


 


The party demanding arbitration
shall submit a written claim to the other party, setting out the basis of the claim or claims, within the time period of any applicable
statute of limitations relating to such claim(s). If the parties cannot mutually agree upon an Arbitrator, then the parties shall
select a neutral Arbitrator through the procedures established by the AAA. The Arbitrator shall have the powers provided under
the California Code of Civil Procedure relating to the arbitration of disputes, except as expressly limited or otherwise provided
in this Agreement. The parties shall have the right to reasonable discovery as mutually agreed or as determined by the Arbitrator,
including at least one deposition each, it being the goal of the parties to resolve any disputes as expeditiously and economically
as reasonably practicable. The parties agree to equally share in the payment of the administration costs of the AAA arbitration,
including payment of the fees for the Arbitrator, and any other costs directly related to the administration of the arbitration.
The parties shall otherwise be responsible for their own respective costs and attorneys fees relating to the dispute, such as deposition
costs, expert witnesses and similar expenses, except as otherwise provided in this Agreement to the prevailing party.


 


The Arbitrator may award,
if properly proven, any damages or remedy that a party could recover in a civil litigation, and shall award costs and reasonable
attorneys fees to the prevailing party as provided by law. The award of the Arbitrator shall be issued in writing, setting forth
the basis for the decision, and shall be binding on the parties to the fullest extent permitted by law, subject to any limited
statutory right to appeal as provided by law. Judgment upon the award of the Arbitrator may be entered in any court having proper
jurisdiction and enforced as provided by law.


 


This agreement to arbitrate
is freely negotiated between Executive and the Company and is mutually entered into between the parties. Each party understands
and agrees that they are giving up certain rights otherwise afforded to them by civil court actions, including but not limited
to the right to a jury trial; provided, however, that either party may seek provisional remedies in a court of competent jurisdiction
as provided pursuant to applicable law.


 




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11.         Captions


 


The Section captions herein
are inserted only as a matter of convenience and reference and in no way define, limit or describe the scope of this Agreement
or the intent of any provisions hereof.


 


12.         Compliance
with IRC Section 409A


 


Notwithstanding anything
herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is a “specified
employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional
tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits
hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is
six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section
409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application
of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral
will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits
shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or
additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 12 in order to prevent any
accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under
this Section 12 without any interest thereon. The Company shall consult with Executive in good faith regarding the implementation
of this Section 12; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive
with respect thereto. Notwithstanding anything to the contrary herein, a termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination
of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A of the Code
and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination
of employment” or like terms shall mean Separation from Service. For purposes of Section 409A of the Code, each payment made
under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code.
Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant
to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code: (x)
the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect
the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the
reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar
year following the calendar year in which the applicable expense is incurred, and (z) the right to payment or reimbursement or
in-kind benefits hereunder may not be liquidated or exchanged for any other benefit


 




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13.        Entire
Agreement


 


This Agreement
contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. In this
regard, each of the parties represents and warrants to the other party that such party is not relying on any promises or representations
that do not appear in writing herein. This Agreement supersedes and replaces any prior agreements that Executive had with the Company.
Each of the parties further agrees and understands that this Agreement can be amended or modified only by a written agreement signed
by all parties.


 


14.        Notice


 


All notices
and other communications under this Agreement shall be in writing and mailed, telegraphed, telecopied, or delivered by hand (by
a party or a recognized courier service) to the other party at the following address (or to such other address as such party may
have specified by notice given to the other party pursuant to this provision):


 


If to the Company:


 


Tandon Digital, Inc.


Chief Financial Officer

2125 B Madera Road

Simi Valley, CA 93065

Attn: 2125 B Madera Road

Simi Valley, CA 93065


 


with copy to


 


K&L
Gates LLP


10100 Santa Monica Blvd., 7th Floor


Los Angeles, California 90067


Attn: Thomas J. Poletti, Esq.


 


If to Executive:


 


At current home address on file with
the Company


 


15.        Attorney’s
Fees 


 


In
the event that any party shall bring an action or proceeding in connection with the performance, breach or interpretation of this
Agreement, then the prevailing party in any such action or proceeding, as determined by the arbitrator, court or other body having
jurisdiction, shall be entitled to recover from the losing party all reasonable costs and expenses of such action or proceeding,
including reasonable attorneys’ fees, court costs, costs of investigation, expert witness fees and other costs reasonably related
to such action or proceeding.


 


[Signatures to follow]


 




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IN WITNESS
WHEREOF, this Agreement is executed as of the day and year first above written.


 


	 	“COMPANY”
	 	 
	 	Tandon Digital, Inc.
	 	 
	By:  	/s/ Devinder L. Tandon
	 	 
	Name:  	Devinder L. Tandon
	 	 
	Its:  	Director


 


	 	“EXECUTIVE”
	 	 
	By:  	/s/ Jawahar L. Tandon
	 	Jawahar L. Tandon


 




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