Exhibit 10.1


 


INDEPENDENT DIRECTOR AGREEMENT


 


INDEPENDENT DIRECTOR AGREEMENT
(this “Agreement”), dated October 17, 2022, by and between Smart for Life,
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.


 


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 effective date of the Director’s appointment to the Board and shall continue
until the Director’s resignation or removal.


 


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
and other compensation set forth on Exhibit A, which annual fees shall be paid to the Director monthly commencing in the first month following
the effective date of the Director’s appointment to the Board. Such compensation 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 such compensation 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.


 


(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.


 






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(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.


 


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]


 






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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:
	 	 
	 	Smart for Life, Inc.
	 	 	 
	 	By: 	/s/Darren C. Minton
	 	Name:  	Darren C. Minton
	 	Title: 	Chief Executive Officer



 



	 	DIRECTOR:
	 	 
	 	/s/ Arthur S. Reynolds
	 	Arthur S. Reynolds
	 	 
	 	Address: 	               
	 	 	 



 






     


     


    

 


EXHIBIT A


 


Compensation


 


Annual Fees


 


The Director shall be paid an annual fee of $35,000.


 


Stock Compensation


 


The Director shall receive a grant of 100,000
shares of restricted stock or restricted stock units, which shall vest monthly over one year.