10-1





 







Exhibit 10.1


 



Amendment No. 1 to the Executive



Employment Agreement



Between Track Group, Inc. and Peter K. Poli



Dated December 12, 2016


 


 


THIS AMENDMENT NO. 1 to that certain Executive
Employment Agreement by and between Track Group, Inc. (the
"Company") and Peter K. Poli (the "Employee") is entered into as of
December 13, 2017.

 


WHEREAS, the Company and the Employee
entered into that certain Executive Employment Agreement dated
December 12, 2016 (the "Employment Agreement"); and

 


WHEREAS, the Board of Directors of the
Company has agreed to increase Employee’s base salary, to
provide Employee with Shares of Company common stock, and have
agreed to the other terms contained herein.

 


NOW, THEREFORE, the parties agree to
amend the Employment Agreement effective January 1, 2018, as
follows:


 


1.
     Paragraph 3A. shall be modified to change
the base salary to $250,000.00 per calendar year effective January
1, 2018.


 


2. Paragraph 3 shall
be amended by adding the following provision:





“Employee
will be issued 150,000 unregistered restricted shares of Company
common stock (the “Shares”). The Shares shall bear an
applicable restrictive legend. The Shares shall vest as follows:
(i) 50,000 Shares shall vest on January 1, 2018, (ii) 50,000 Shares
shall vest on January 1, 2019 (iii) 50,000 Shares shall vest on
January 1, 2020. In the event of Employee's death or permanent
disability, all of the Shares shall immediately vest. Prior to the
transfer of any of the Shares during any period during which the
Shares are not registered by the Company under an effective
registration statement filed, pursuant to the Securities Act of
1933, as amended, Employee shall comply with all laws and
regulations for the transfer of restricted shares, as well as the
Company's trading policies and procedures as set forth in the
Corporate Governance Manual. The Company covenants that in the
event it proposes to file a registration statement to register
shares with the U.S. Securities and Exchange Commission ("SEC") and
the Shares would be eligible for registration on such registration
statement, the Company, with Employee's written consent, shall
include the Shares in such registration statement.


 


Subject to
paragraph 5, in the event Employee's employment with the Company is
terminated before all of the Shares are vested, Employee shall
forfeit any unvested Shares.


 


D.
Change of Control. In the
event that, at any time during the Executive’s employment
under this Agreement, the Company experiences a Change of Control
(as hereinafter defined), the Executive shall be entitled to
receive a cash payment equal to twelve (12) months of
Executive’s Base Annual Salary (at the Executive’s
highest Base Annual Salary), plus all Restricted Stock, Warrant and
Options shall become one hundred percent (100%) vested and fully
exercisable and the Company shall have no repurchase
right.


 




 








 






 


For
purposes of this Agreement, a “Change of Control” shall
mean, and be deemed to have occurred upon: (i) a sale or transfer
of substantially all of the Common Stock of the Company in any
transaction or series of related transactions (other than sales in
the ordinary course of business); (ii) any merger, consolidation or
reorganization to which the Company is a party, except for a
merger, consolidation or reorganization in which the Company is the
surviving corporation and, after giving effect to such merger,
consolidation or reorganization, the holders of the Company’s
outstanding Common Stock (on a fully-diluted basis) immediately
prior to the merger, consolidation or reorganization, hold a
majority of the voting power of the Company after such merger,
consolidation or reorganization.”

 

3. Paragraph 5A.
shall be deleted in its entirety and replaced with the
following:


 


“A.
Employment Term of Agreement. The “Employment Term” of
this Agreement shall commence on January 1, 2018 and shall continue
in effect for a period of thirty-six (36) months or until
terminated by one of the parties pursuant to the terms of this
Section 5. Following such thirty-six (36) month period (and each
twelve (12) month period thereafter), the Employment Term shall
automatically renew for successive twelve (12) month periods unless
either party hereto notifies the other party at least six (6)
months in advance of the applicable period of its intent to not
renew the Agreement.”


 

6. Paragraph 5B. (II)
(ii) shall be modified to provide that for purposes of the
Severance Payment the Target Bonus shall be deemed to be vested and
earned.

 

 


IN WITNESS WHEREOF, each of the parties has executed this
Amendment No. 1 to the Executive Employment Agreement between Track
Group, Inc. and Peter K. Poli dated December 12, 2016, in the case
of the Company by its duly authorized Board Member, as of the day
and year first above written.


 


 


	
TRACK
GROUP, INC.


 

By: /s/ Guy
Dubois       



       Guy
Dubois     



       Chairman of the
Board



	
EMPLOYEE


 


/s/ Peter K. Poli


Peter
K. Poli