Blueprint






Exhibit 10.6






January
8, 2018


 


James
McCarthy


15301
Surrey House Way


Centerville,
VA 20120


 


Re:
Amended and Restated Offer Letter


 


Dear
Jim:


 


I am
very pleased to provide you with a summary of the terms and
conditions of your employment by AOC Key Solutions, Inc. (the
“Company”).


 



1.            

Position Your
position is Host and Moderator – The Bridge on TV. As the Company
evolves, your position and assignments are subject to change. You
will be expected to perform any and all duties and responsibilities
normally associated with your position in a satisfactory manner and
to the best of your abilities at all times.






 



2.            

Nature of
Relationship You will be expected to devote all of your
working time to the performance of your duties at the Company
throughout your employment unless you and the Company agree
otherwise in writing. No provision of this letter shall be
construed to create an express or implied employment contract, or a
promise of employment for any specific period of time or through
the occurrence or non-occurrence of any particular event. Your
employment with the Company is at-will employment which may be
terminated by you or the Company at any time for any reason or no
reason without economic consequences; provided both the Company and
you agree to afford the other at least 120 days of written notice
of intent to end the employment relationship; and, further
provided, the Company may opt to pay your base salary in lieu of
any portion of the 120-day notice period not given or received. In
addition, your continued employment is at all times subject to your
continuing eligibility to work in the United States.






 



3.            

Compensation and
Benefits Your
base pay shall be at an annualized rate of $298,989 per year, minus customary
deductions for federal and state taxes and the like. In addition, you shall be eligible to
participate in such life insurance, medical and other employee
benefit plans of the Company that may be in effect from time to
time, to the extent that you are eligible under the terms of those
plans. Company benefits, of course, may be modified or changed from
time to time at the sole discretion of the Company, and the
provision of such benefits to you in no way changes or impacts your
status as an at-will employee. Where a particular benefit is
subject to a formal plan (for example, health insurance),
eligibility to participate in and receive any particular benefit is
governed solely by the applicable plan document.






 


You may
also be eligible for performance bonuses, subject to criteria. The
award and the amounts attributable to such milestones shall be
determined by the Board of Directors of the Company in its sole
discretion.


 



4.            

Confidentiality,
Conflicts of Interest, Non-Competition, Non-Solicitation and Work
Product As you
know, the Company considers the protection of its confidential
information, proprietary materials, and goodwill to be extremely
important. Consequently, as a condition of this offer of
employment, you are required to sign the attached Proprietary
Rights Agreement, the terms of which are incorporated by reference
into this offer.






 



5.            

Miscellaneous This
letter constitutes the Company’s entire offer regarding the
terms and conditions of your prospective future employment. It
supersedes any prior agreements, or other promises or statements
(whether oral or written) regarding the offered terms of
employment. The terms of your employment shall be governed by the
law of the Commonwealth of Virginia. By accepting this offer of
employment, you agree that any action, demand, claim or
counterclaim in connection with any aspect of your employment or
the termination thereof shall be resolved by a court of competent
jurisdiction in Virginia.






 


 


You may
confirm and accept this offer of employment and the terms and
conditions hereof by signing this letter and returning it to me.
Your signature on the copy of this letter and your submission of
the signed copy to me will evidence your agreement with the terms
and conditions set forth herein. We are excited to confirm this
offer and we are confident that you will continue make an important
contribution to our unique and exciting enterprise.


 


Sincerely,


 



/s/ Robert Berman


Robert
Berman


Chief
Executive Officer


 


 


 



Acknowledgment:


 


I,
James McCarthy, have read, understand, and accept employment on the
terms and conditions outlined in this letter. I am not relying on
any representations made to me by anyone other than as set forth
above.


 


 



/s/ James McCarthy


James
McCarthy


 


 




DCACTIVE-35848868.1