Exhibit 10.1


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2022, by and between Reviv3
Procare Company, a Delaware corporation (the “Company”), and Meenu Jain, a California resident (the “Executive”).


 


The
Company desires to employ Executive as its Chief Financial Officer, and the parties desire to enter into this Agreement with respect
to such employment.


 


NOW,
THEREFORE, in consideration of mutual promises and covenants herein contained, the parties hereto intending to become legally bound agree
as follows:


 


1.
Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company upon
the terms and conditions hereinafter set forth.


 


2.
Duties and Services.


 


2.1
Title and Duties. The Executive shall serve as Chief Financial Officer of the Company and shall perform such duties as are customary
for the chief financial officer and principal financial officer of a public company registered with the Securities Exchange Commission
and quoted on the OTC Markets or listed on a national securities exchange and such other duties as may be assigned to her from time to
time by the Board of Directors or the Executive Chairman or Chief Executive Officer of the Company, which services may include serving
as an officer or director of a subsidiary or affiliate of the Company.


 


2.2
Time. The Executive shall devote her full business time and attention to the business of the Company and to the promotion of the
Company’s best interest, subject to vacations, holidays and normal illnesses pursuant to the Company’s policies in place
from time to time. The Executive shall at all times comply with Company policies in place from time to time, including but not limited
to the Company’s Code of Business Conduct and Ethics.


 


2.3
Travel. The Executive shall undertake such travel as may be necessary and desirable to promote the business and affairs of the
Company, consistent with the Executive’s position and duties with the Company.


 


3.
Term of Employment. The Executive’s employment will be “at-will,” meaning that either the Executive or the Company
may terminate the Executive’s employment at any time and for any reason, with or without cause.


 


4.
Compensation.


 


4.1
Base Salary. For all of the services to be rendered by the Executive under this Agreement, the Company shall pay the Executive
a base salary equal to $140,000 (the “Base Salary”). The compensation paid hereunder to the Executive shall be paid in accordance
with the normal payroll practices of the Company and shall be subject to the customary withholding taxes and other employment taxes as
required with respect to compensation paid by a corporation to an employee. The Base Salary will be subject to annual review and adjustment
by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) based upon the Executive’s
performance.


 






     


     


    




4.2
Additional Compensation. In addition to the Base Salary set forth in subparagraph 4.1 above, the Company shall pay the Executive
additional compensation as set forth below.


 


4.2.1
Signing Bonus. Within thirty days (30) days after the date of this Agreement, the Executive shall be granted an option to purchase
300,000 shares of common stock of the Company pursuant to the Company’s common stock, with an exercise price equal to the market
price at close of the grant date, with 75,000 shares or 25% vesting in 90 days and the remaining 225,000 or 75%, equally divided over
a period of 33 months, from the date of grant, and being a nonqualified option under the federal tax laws. The option grant shall be
evidenced by and subject to the terms and conditions of an award agreement under the Company’s 2022 Equity Incentive Plan.


 


5.
Vacation. The Executive shall be entitled to vacation of up to twenty-one days (21) days per calendar year, pursuant to the applicable
Company policy. All vacations shall be in addition to recognized national holidays. During all vacations, the Executive’s compensation
and other benefits as stated herein shall continue to be paid in full. Such vacations shall be taken only at times convenient for the
Company, as approved by the Executive Chairman.


 


6.
Company Benefit Programs. In addition to the compensation and to the rights provided for elsewhere in this Agreement, the Executive
shall be entitled to participate in each plan of the Company now or hereafter adopted and in effect from time to time for the benefit
of executive employees of the Company, to the extent permitted by such plans and by applicable law. Nothing in this Agreement shall limit
the Company’s right to amend, modify and/or terminate any benefit plan, policies or programs at any time for any reason.


 


7.
Restrictive Covenants and Need for Protection. Executive acknowledges that, because of her senior executive position with the
Company, she has or will develop knowledge of the affairs of the Company and its subsidiaries and their relationships with dealers, distributors
and customers such that she could do serious damage to the financial welfare of the Company and/or its subsidiaries should he compete
or assist others in competing with the business of the Company and/or its subsidiaries. Consequently, and in consideration of her employment
with the Company, and for the benefits she is to receive under this Agreement, and for other good and valuable consideration, the receipt
of which she hereby acknowledges, the Executive agrees as follows:


 


7.1
Confidential Information.


 


7.1.1
Non-disclosure. Except as the Company may permit or direct in writing, during the term of this Agreement and thereafter, the Executive
agrees that she will not disclose to any person or entity any confidential or proprietary information, knowledge or data of the Company
or any of its subsidiaries which she may have obtained while in the employ of the Company, relating to any customers, customer lists,
methods, distribution, sales, prices, profits, costs, contracts, inventories, suppliers, dealers, distributors, business prospects, business
methods, manufacturing ideas, formulas, plans or techniques, research, patents, proprietary technologies, trade secrets, or know-how
of the Company or any of its subsidiaries. Nothing contained in this Agreement shall limit the Executive’s ability to respond to
a lawful subpoena; to make a report to or cooperate with any government agency, including without limitation the ability to participate
in an investigation, provide information, and recover any remuneration awarded for doing so; and to comply with any other legal obligations.


 






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7.1.2
Return of Records. All records, documents, software, computer disks and any other form of information relating to the business
of the Company or any of its subsidiaries, which are or were prepared or created by the Executive, or which may or did come into her
possession during the term of her employment with the Company, including any and all copies thereof, shall immediately be returned to
or, as the case may be, shall remain in the possession of the Company, as of the termination of the Executive’s employment with
the Company.


 


7.2
Covenant Not to Compete. During the Executive’s employment and for a period of twelve months (1) year thereafter, the Executive
agrees that she will not participate in or finance, directly or indirectly, for herself or on behalf of any third party, anywhere in
the world, as principal, agent, employee, employer, consultant, investor or partner, or assist in the management of, or own any stock
or any other ownership interest in, any business that is materially competitive with the business of the Company and/or any of its subsidiaries,
as conducted at any time during the twelve-month period prior to the time in question. Notwithstanding the foregoing, the ownership of
not more than two percent (2%) of the outstanding securities of any company listed on any public exchange or regularly traded in the
over-the-counter market, provided that the Executive’s involvement with any such company is solely that of a passive security
holder and the Executive discloses such ownership in advance to the Company’s Board of Directors, shall not constitute a violation
of this paragraph.


 


7.3
Covenant Not to Solicit. The Executive agrees that she will not, during the Executive’s employment and for a period of twelve
months (1) year thereafter:


 


(a)
directly or indirectly, request or advise any of the customers, distributors or dealers of the Company or any of its subsidiaries to
terminate or curtail their business with the Company or any of its subsidiaries, or to patronize another business which is materially
competitive with the Company or any of its subsidiaries; or


 


(b)
directly or indirectly, on behalf of herself or any other person or entity, request, advise or solicit any employee, consultant or independent
contractor of the Company or any of its subsidiaries to leave such employment or position for any reason.


 






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7.4
Judicial Modification. In the event that any court of law or equity shall consider or hold any aspect of this Section 7 to be
unreasonable or otherwise unenforceable, the parties hereto agree that the aspect of this Section so found may be reduced or modified
by appropriate order of the court and shall thereafter continue, as so modified, in full force and effect.


 


7.5
Injunctive Relief. The parties hereto acknowledge that the remedies at law for breach of this Section 7 will be inadequate, and
that the Company shall be entitled to injunctive relief for violation thereof; provided, however, that nothing herein contained
shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach, including
the recovery of damages from the Executive.


 


8.
Inventions and Discoveries. The Executive hereby sells, transfers and assigns to the Company or to any person or entity designated
by the Company, all of Executive’s right, title and interest in and to all inventions, ideas, disclosures and improvements, whether
patented or unpatented, and copyrightable material made or conceived by the Executive, solely or jointly, during the term hereof which
relate to the products and services provided by the Company or any of its subsidiaries or which otherwise relate or pertain to the business,
functions or operations of the Company or any of its subsidiaries. The Executive agrees to communicate promptly and to disclose to the
Company in such form as the Executive may be required to do so, all information, details and data pertaining to such inventions, ideas,
disclosures and improvements and to execute and deliver to the Company such formal transfers and assignments and such other papers and
documents as may be required of the Executive to permit the Company or any person or entity designated by the Company to file and prosecute
the patent applications, and, as to copyrightable material, to obtain copyrights thereof.


 


9.
Tax Withholding. All payments made and benefits provided by the Company under this Agreement shall be reduced by any tax or other
amounts required to be withheld by the Company under applicable law.


 


10.
Survival of Obligations. All obligations of the Company and the Executive that by their nature involve performance, in any particular,
after the termination of the Executive’s employment or the term of this Agreement, or that cannot be ascertained to have been fully
performed until after the termination of Executive’s employment or the term of this Agreement, will survive the expiration or termination
of the term of this Agreement.


 


11.
Officer Resignation. Upon termination of her employment with the Company for any reason, the Executive shall resign, as of the
date of such termination, from any corporate office or director position held with the Company or any of its parent companies, subsidiaries
or affiliates.


 






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12.
Miscellaneous. The following miscellaneous sections shall apply to this Agreement:


 


12.1
Modifications and Waivers. No provision of this Agreement may be modified, waived or discharged unless that modification, waiver
or discharge is agreed to in writing by the Executive and the Company. No waiver by either party at any time of any breach by the other
party of, or compliance with, any condition or provision of this Agreement to be performed by that other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the time, or at any prior or subsequent time.


 


12.2
Construction of Agreement. This Agreement supercedes any oral or written agreements between the Executive and the Company and
any oral representations by the Company to the Executive with respect to the subject matter of this Agreement.


 


12.3
Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the
State of Delaware.


 


12.4
Severability. If any one or more of the provisions of this Agreement, including but not limited to Section 7 hereof, or any word,
phrase, clause, sentence or other portion of a provision is deemed illegal or unenforceable for any reason, that provision or portion
will be modified or deleted in such a manner as to make this Agreement as modified legal and enforceable to the fullest extent permitted
under applicable laws. The validity and enforceability of the remaining provisions or portions will remain in full force and effect.


 


12.5
Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all
of which will evidence one and the same agreement.


 


12.6
Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, beneficiaries, personal representatives, successors and assigns.


 


12.7
Notices. Any notice, request or other communication required to be given pursuant to the provisions of this Agreement shall be
in writing and shall be deemed to have been given when delivered in person, on the next business day after being delivered to a nationally-recognized
overnight courier service (for such next-day delivery) or five (5) days after being deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested and addressed to the other party at the respective addressees set forth below or
to the other addresses of either party may have furnished to the other in writing in accordance with this Section 12.7, except that notice
of change of address will be effective only upon receipt.


 


		If to Company: 	Reviv3
Procare Company






9480
Telstar Avenue, Unit 5, 


El
Monte, CA 91731 


ATTN:
Chief Executive Officer


 


		If
to Executive:	At the address for the Executive
most recently on
file with the Company.




 






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12.8
Entire Agreement. This Agreement contains the entire agreement of the parties. All prior arrangements or understandings, whether
written or oral, are merged herein. This Agreement may not be changed orally, but only by an agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification, extension or discharge is sought.


 


[Signature
Page Follows]





 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written.


  


	REVIV3 PROCARE COMPANY  	 	EXECUTIVE
	 	 	 	 	 
	By: 	/s/
    Jeff Toghraie   	 	By:
    	/s/
    Meenu Jain             
	 	 	 	 	 
	Name:
    	Jeff
    Toghraie                                     	 	Name:
    	Meenu
    Jain                                       
	 	 	 	 	 
	Title:
    	Chief
    Executive Officer                        	 	Date:
    	11/01/2022                 
	 	 	 	 	 
	Date:	11/01/2022