Exhibit 10.14


 


SEPARATION
AGREEMENT


 


It
is hereby agreed by and between Suneet Singal, an individual residing at ____________________________ (“Employee”)
and FC Global Realty Incorporated, a Nevada corporation with its principle place of business at 410 Park Avenue, 14th
Floor, New York, NY 10022 (the “Company”), by its authorized representative, that:


 


		1.	Employee
                                         was employed by the Company under the terms of that certain Amended and Restated Employment
                                         Agreement, dated October 11, 2017, between the Company and the Employee (the “Employment
                                         Agreement”) until he resigned on or about the date of this Agreement. Upon
                                         the execution of this Separation Agreement (the “Agreement”) the terms
                                         of this Agreement will supersede those contained in the Employment Agreement.



 


		2.	The
                                         purpose of this Agreement is to resolve all differences that may now exist, or may arise
                                         in the future under state or federal law regarding the employment and separation of Employee
                                         from employment with the Company, and to avoid any unnecessary expenditure of time and
                                         expense to both parties with regard to such matters. The parties agree that the following
                                         terms of agreement are in their mutual best interest.



 


		3.	This
                                         Agreement constitutes the complete understanding between the parties. No other promises
                                         or agreements shall be binding or have any effect unless signed by Employee and the Company.



 


		4.	Neither
                                         the negotiation, undertaking or signing of this Agreement constitutes or operates as
                                         an acknowledgement or admission by the Company that either the Company, any parent company,
                                         subsidiaries, affiliates, divisions, and its and their successors, assigns, present or
                                         former directors, officers, agents, fiduciaries or employees or any person acting on
                                         behalf of the Company (individually and collectively the “Releasees”)
                                         have violated or failed to comply with any provision of federal or state constitutions,
                                         statutes, laws or regulations, or municipal ordinances or regulations, including but
                                         not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Sec.
                                         2000e et seq., the Civil Rights Act of 1966, 42 U.S.C. Sec. 1981, the Equal Pay
                                         Act of 1963, 29 U.S.C. Sec. 206(d), the Age Discrimination in Employment Act of 1967,
                                         29 U.S.C. Sec. 621 et seq., the Americans with Disabilities Act, 42 U.S.C. Sec.
                                         12101 et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sec. 1001
                                         et seq. or with any and all principles of common law, whether in contract or tort.



 


		5.	As
                                         consideration for this Agreement, the Company agrees to issue to Employee One Million
                                         (1,000,000) shares of the Company’s common stock. The shares will vest as follows:
                                         Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) shares will
                                         vest immediately upon the signing of this Agreement; Three Hundred Thirty-Three Thousand
                                         Three Hundred Thirty-Three (333,333) shares will vest upon the first anniversary of this
                                         Agreement; and Three Hundred Thirty-Three Thousand Three Hundred Thirty-Four (333,334)
                                         shares will vest upon the Second Anniversary of this Agreement. These shares shall be
                                         restricted and shall bear appropriate legends until the approval of their issuance by
                                         the Company’s shareholders and their registration under an appropriate statement
                                         on Form S-1 or Form S-3 with the United States Securities and Exchange Commission. The
                                         foregoing amount is in lieu of any other payment that Employee may already be entitled
                                         to receive under Company policies and the Employment Agreement. This consideration is
                                         meant to, and does, include any vacation pay to which Employee is entitled. Employee
                                         acknowledges and agrees that he is not otherwise entitled to receive all or any portion
                                         of the consideration described in this paragraph.



 






     


     


    

 


		6.	SECTION
83(b) ELECTION. Employee understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the
date any restrictions on the Stock lapse. In this context, “restriction” includes the right of the Company to buy
back the Stock pursuant to the Repurchase Right set forth in Section 3 above. Employee understands that Employee may elect to
be taxed at the time the Stock is purchased, rather than when and as the Repurchase Right expires, by filing an election under
Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within thirty (30) days from the
date of purchase. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount
paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Employee understands that
failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Employee. Employee further
understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for
the calendar year in which the date of this Agreement falls. Employee acknowledges that the foregoing is only a summary of the
effect of United States federal income taxation with respect to the purchase of the Stock hereunder, and does not purport to be
complete. Employee further acknowledges that the Company has directed Employee to seek independent advice regarding the applicable
provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, and the
tax consequences of Employee’s death. Employee assumes all responsibility for filing an 83(b) Election and paying all taxes
resulting from such election or the lapse of the restrictions on the Stock. Employee agrees that Employee is responsible for consulting
Employee’s own tax advisor as to the tax consequences associated with Employee’s Stock. The tax rules governing this
Award are complex, change frequently and depend on the individual taxpayer’s situation.



 


		7.	In
                                         consideration of the severance benefits described in Paragraph 5 above and for other
                                         good and valuable consideration, the receipt and adequacy of which is hereby acknowledged
                                         by Employee, Employee hereby releases, for himself and for his heirs, executors, administrators,
                                         successors and assigns, the Releasees, from any and all claims, causes of action, or
                                         liabilities whatsoever, including, but not limited to, (a) any claim of discrimination,
                                         (b) any claim of backpay, compensatory or punitive damages, (c) any claim specifically
                                         arising directly or indirectly out of the Employment Agreement or any other employment
                                         agreement Employee may have with the Company or Employee’s employment relationship
                                         with the Company, (d) any claim arising from any rights or claims in law or equity for
                                         wrongful discharge, discriminatory treatment under any local, state or federal law or
                                         regulation, (e) any claim under Title VII of the Civil Rights Act of 1964, as amended,
                                         42 U.S.C. Sec. 2000e et seq., the Civil Rights Act of 1966, 42 U.S.C. Sec. 1981,
                                         the Equal Pay Act of 1963, 29 U.S.C. Sec. 206(d), the Age Discrimination in Employment
                                         Act of 1967, 29 U.S.C. Sec. 621 et seq., the Americans with Disabilities Act,
                                         42 U.S.C. Sec.12101 et seq., the Employee Retirement Income Security Act, 29 U.S.C.
                                         Sec. 1001et seq., the Family and Medical Leave Acts (the Connecticut Family and
                                         Medical Leave Act, Sec. 31-51kk, et seq. and the federal Family and Medical Leave Act,
                                         29 U.S.C. 2601, et seq.), (f) any claim of statutory or common law right to attorney’s
                                         fees recoverable in any action associated with the foregoing laws or regulations, (g)
                                         any claim of personal injury, breach of contract, defamation, mental anguish, injury
                                         to health and/or personal reputation and (h) any other claim arising out of, or accruing
                                         during, Employee’ employment with, or termination of his employment from, the Company.
                                         The release of claims in this Agreement shall extend to claims of any nature whatsoever,
                                         including claims that are known or unknown, suspected or unsuspected, contingent or certain.



 






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		8.	As
                                         further consideration for the promises contained in paragraph 5 of this Agreement, Employee
                                         agrees that by this Agreement he does for himself and anyone claiming for or through
                                         him waive, release, promise and agree not to bring or pursue any judicial, quasi-judicial
                                         or administrative action against the Releasees for any reason whatsoever arising out
                                         of his employment and separation therefrom up to and including the date of this Agreement.



 


		9.	Employee
                                         agrees to withdraw and obtain dismissal, with prejudice, of any and all charges filed,
                                         if any there be, with any state or federal court and any state, federal, or other governmental
                                         or administrative agency, which relate in any way to his employment with, or separation
                                         from the Company.



 


		10.	Employee
                                         accepts the benefits set forth in paragraph 5 above as full and final satisfaction for
                                         any past, present or future claim to or for reinstatement, back pay or any compensatory
                                         relief available under federal or state constitutions, statutes, laws or regulations,
                                         municipal ordinances or regulations, or common law, including but not limited to, those
                                         statutes and principles of common law set forth in paragraph 6 above, up to and including
                                         the date of this Agreement.



 


		11.	Each
                                         party agrees not to make public or to disclose to anyone in any manner the terms of this
                                         Agreement. Employee shall not knowingly disparage the Company or any of its affiliates
                                         or any of the Company’s or its affiliates’ officers, employees or agents.
                                         Neither the Company’s nor its affiliates’ officers, employees or agents shall
                                         knowingly disparage Employee.



 


		12.	Employee
                                         acknowledges and agrees:



 


		a.	that
                                         he has, by virtue of this paragraph, been advised to consult with counsel of his own
                                         choice and that he has been given the opportunity to do so prior to executing this Agreement;



 


		b.	that
                                         he has read this Agreement, that he understands all of the terms of this Agreement, and
                                         that he enters into this Agreement freely and voluntarily;



 


		c.	that
                                         the release set forth in this Agreement is intended to include in its effect and does
                                         include, without limitation, all claims which he does not know or suspect to exist in
                                         his favor at the time of the execution of this Agreement, and that the terms agreed upon
                                         contemplate and extinguish any and all such claims;



  






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		d.	that
                                         if Employee is 40 years of age or older he received this Agreement on the date hereof
                                         and that he shall have a period of twenty-one (21) days thereafter in which to consider
                                         the terms of this Agreement;


 


		e.	that
                                         if Employee is 40 years of age or older and he elects to execute this Agreement, he shall
                                         have a period of seven (7) days following the execution of the Agreement in which to
                                         revoke the Agreement, and that the Agreement will not become effective or enforceable
                                         until this seven-day period has expired.



 


		13.	In
                                         the event that either party breaches any provision of this Agreement, the breaching party
                                         will be liable for all damages the other party may suffer as a result of such breach,
                                         plus any costs and reasonable attorneys’ fees reasonably incurred in recovering
                                         those sums.



 


		14.	Each
                                         party expressly waives trial by jury of any claim that this Agreement has been breached.
                                         



 


		15.	The
                                         provisions of this Agreement are severable, and if any part of it is found to be unenforceable,
                                         the other paragraphs shall remain fully valid and enforceable.



 


		16.	The
                                         terms of this Agreement shall be governed by and interpreted in accordance with the laws
                                         of New York, without regard to its conflicts of law rules.



 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have hereunto set their hands.








	 	 	 	 
	As of December 22, 2017	/s/ Suneet Singal	 
	 	Name: Suneet Singal	 
	 	 	 
	As of December 22, 2017	FC GLOBAL REALTY INCOPORATED	 
	 	 	 
	 	By: 	/s/ Stephen Johnson	 
	 	Name: Stephen Johnson	 
	 	Its Authorized Representative	 



 





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