Exhibit 10.3


 


INDEPENDENT DIRECTOR AGREEMENT


 


INDEPENDENT DIRECTOR AGREEMENT
(this “Agreement”), dated October 17, 2021, by and between 1847 Goedeker
Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).


 


RECITALS


 


The Company desires to appoint
the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one
or more committees of the Board, and the Director desires to accept such appointment to serve on the Board, effective as of the Effective
Date (as defined below).


 


AGREEMENT


 


NOW THEREFORE, in consideration
of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company and the Director hereby agree as follows:


 


1.
Duties. The Company requires that the Director be available to perform
the duties of an independent director customarily related to this function as may be determined and assigned by the Board and as may be
required by the Company’s constituent instruments, including its certificate of incorporation and bylaws, as amended, and its corporate
governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the General Corporation
Law of the State of Delaware. The Director agrees to devote as much time as is necessary to perform completely the duties as a Director
of the Company, including duties as a member of one or more committees of the Board to which the Director may hereafter be appointed.
The Director will perform such duties described herein in accordance with the general fiduciary duty of directors.


 


2.
Term. The term of this Agreement shall commence as of the date of the
Director’s appointment by the Board (the “Effective Date”) and shall continue until the Director’s removal
or resignation.


 


3.
Compensation. For all services to be rendered by the Director in any
capacity hereunder, the Company agrees to compensate the Director the annual fees set forth on Exhibit A (the “Annual Fees”),
which Annual Fees shall be paid to the Director monthly commencing in the first month following the Effective Date, and shall be subject
to adjustment from time to time by the Board. The Director shall be responsible for his or her own individual income tax payment on the
Annual Fees in jurisdictions where the Director resides.


 


4.
Independence. The Director acknowledges that his appointment hereunder
is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with
the listing requirements of the Nasdaq and NYSE stock exchanges, and that his appointment may be terminated by the Company in the event
that the Director does not maintain such independence standard.


 






     


    


    

 


5.
Expenses. The Company shall reimburse the Director for pre-approved
reasonable business related expenses incurred in good faith in connection with the performance of the Director’s duties for the
Company. Such reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses
incurred, which shall be accompanied by sufficient documentation to support the expenditures.


 


6.
Other Agreements.


 


(a)
Confidential Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions
and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information
concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic
plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the
communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, the
Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret all
Confidential Information received by him at any time and that, without the prior written consent of the Company, he will not disclose
or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the
business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement,
“Confidential Information” includes any information not generally known to the public or recognized as confidential
according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing and distribution plans and
information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company
(and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of
which the Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon
termination of his association with the Company, the Director shall return to the Company all documents and papers relating to the Company,
including any Confidential Information, together with any copies thereof, or certify that he or she has destroyed all such documents and
papers. Furthermore, the Director recognizes that the Company has received and in the future will receive confidential or proprietary
information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and,
in some cases, to use it only for certain limited purposes. The Director agrees that the Director owes the Company and such third parties,
both during the term of the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary
information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose
it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized
to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the Director may have access to
“material non-public information” for purposes of the federal securities laws and that the Director will abide by all securities
laws relating to the handling of and acting upon such information.


 






    2 


    


    

 


(b)
Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all
times thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging
statements about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents,
or any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act
prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business
of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying
with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed
applicable to any testimony given by the Director in any legal or administrative proceedings.


 


(c)
Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration
has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties
hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and
its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which money
damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company and
its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel
specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation
of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto
that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in
this Section 6 shall for any reason be held by a court of competent jurisdiction to be excessively broad as to duration, geographical
scope, activity or subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent
compatible with the applicable law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions
as reasonable and compatible with their respective rights. The Director acknowledges that injunctive relief may be granted immediately
upon the commencement of any such action without notice to the Director and in addition Company may recover monetary damages.


 


(d)
Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent
of the remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the
Director against the Company. The terms of this Section 6 shall survive termination of this Agreement.


 


7.
Market Stand-Off Agreement. In the event of a public or private offering
of the Company’s securities and upon request of the Company, the underwriters or placement agents placing the offering of the Company’s
securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose
of any securities of the Company that the Director may own, other than those included in the registration, without the prior written consent
of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be
requested by the Company or such placement agent or underwriter.


 


8.
Termination. With or without cause, the Company and the Director may
each terminate this Agreement at any time upon ten (10) days written notice, and the Company shall be obligated to pay to the Director
the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the stockholder(s)
of the Company from removing the Director with immediate effect at any time for any reason.


 






    3 


    


    

 


9.
Indemnification. The Company shall indemnify, defend and hold harmless
the Director, to the full extent allowed by the law of the State of Delaware, and as provided by, or granted pursuant to, any charter
provision, bylaw provision, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of stockholders
or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity
while holding such office. The Company and the Director are executing an indemnification agreement in the Company’s standard form.


 


10.
Effect Of Waiver. The waiver by either party of the breach of any provision
of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.


 


11.
Notice. Any and all notices referred to herein shall be sufficient
if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address
as specified in filings made by the Company with the U.S. Securities and Exchange Commission.


 


12.
Governing Law. This Agreement shall be interpreted in accordance with,
and the rights of the parties hereto shall be determined by, the laws of the State of Delaware without reference to that state’s
conflicts of laws principles.


 


13.
Assignment. The rights and benefits of the Company under this Agreement
shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against,
its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may
not assign any right or duty under this Agreement without the prior written consent of the Company.


 


14.
Miscellaneous. If any provision of this Agreement shall be declared
invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions
of the this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained
herein. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
but all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its
subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.


 


[Signature Page Follows]


 






    4 


    


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and year first above written.


 


 


	 	COMPANY:
	 	 	 
	 	1847 Goedeker Inc.
	 	 	 
	 	By:	/s/ Albert Fouerti
	 	Name:	Albert Fouerti
	 	Title:	Chief Executive Officer



 


	 	DIRECTOR:
	 	 
	 	/s/ G. Alan Shaw
	 	G. Alan Shaw
	 	 
	 	Address:



 






     


    


    

 


EXHIBIT A


 


Annual Fees


 


 


Non-Executive Board Members: $40,000


 


Additional Fees for Committee Members:


Audit Committee: $6,000


Compensation Committee: $4,500


Nominating and Corporate Governance Committee: $3,000


 


Additional Fees for Committee Chairs:


Audit Committee: $10,000


Compensation Committee: $7,500


Nominating and Corporate Governance Committee: $5,000