EX 10-1





  












Exhibit
10.1



 



AGREEMENT


 


This Agreement
(“Agreement”) is entered into by and between Park City
Group, Inc., a Nevada corporation (the “Company”),
Randall K. Fields (“RKF”) and Fields Management, Inc.,
a Utah Corporation (“Fields”), as of the 1st day of
July 2016.


Recitals:




A.

This
Agreement is entered into in order to amend the terms and
conditions of that certain Services Agreement between Fields and
the Company dated effective July 1, 2013 (the “Services
Agreement”) as amended, and that certain Employment Agreement
between RKF and Company dated effective July 1, 2013 (the
“Employment Agreement”) as amended;
and








B.

This
Agreement will alter the vesting schedules of currently existing
stock grants held by Fields and RKF







Agreements:



 






Now,
Therefore, in consideration of the mutual covenants and
promises contained in, and the mutual benefits to be derived from
this Agreement, and for other good and valuable consideration, the
Company, RKF and Fields agree as follows: 









1.

Section 2.
Term of the Services. of
the Services Agreement shall be amended to extend the Term one (1)
year and shall read as follows:






This
Agreement shall be effective as of July 1, 2013 (the
“Effective Date”) and continue pursuant to the terms
hereof until the 30th day of June 2021
(the “Initial
Term”), unless sooner terminated pursuant to the terms
hereof or extended at the sole discretion of the Company’s
Board of Directors. The Initial Term and any subsequent terms will
automatically renew for additional one year periods unless, six
months prior to the expiration of the then current term, either
party gives notice to the other that the Agreement will not renew
for an additional term. In the event of such written notice being
timely provided by the Company, Fields shall not be required to
perform any responsibilities or duties to the Company during the
final two months of the then-existing term. In such event, the
Company will remain obligated to Fields for all compensation and
other benefits set forth herein and in any written modifications
hereto.




2.

Section 2.
Term of the Employment.
shall be amended to extend the Initial Term one (1) year and shall
read as follows:






The
employment of Employee by the Company will continue pursuant to the
terms of this Agreement effective as of July 1, 2013 and end on the
30th day
of June, 2021 (the “Initial
Term”), unless sooner terminated pursuant to the terms
hereof or extended at the sole discretion of the Company’s
Board of Directors. The Initial Term and any subsequent terms will
automatically renew for additional one year periods unless, six
months prior to the expiration of the then current term, either
party gives notice to the other that the Agreement will not renew
for an additional term. In the event of such written notice being
timely provided by the Company, Employee shall not be required to
perform any responsibilities or duties to the Company during the
final two months of the then-existing term. In such event, the
Company will remain obligated to Employee for all compensation and
other benefits set forth herein and in any written modifications
hereto.




3.

The stock grant
awarded to Fields pursuant to Subsection 4(h) of the Services
Agreement shall be amended such that the balance as of the date
hereof of the unvested stock in the amount of 480,000 shares will
be issued according to a pro-rata seven year vesting schedule
beginning on and the first issuance of which shall be on July 1,
2018.








4.

The stock grant
awarded to Fields pursuant to Subsection 4(h) of that certain
Services Agreement dated as of July 1, 2008 shall be amended such
that the balance of the unvested stock as of the date hereof in the
amount of 240,000 shares will be issued according to a pro-rata
three year vesting schedule beginning on and the first issuance of
which shall be on July 1, 2018.








5.

The stock grants
awarded to Fields and RKF dated as of February 18, 2011 shall be
amended such that the balance of the unvested stock as of the date
hereof in the amount of 56,743 shares will be issued according to a
pro-rata two year vesting schedule beginning on and the first
issuance of which shall be on July 1, 2018.






 


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


 


 


	
Park City Group, Inc., a Nevada
corporation 


	

FIELDS MANAGEMENT,
INC., a Utah corporation




	
 

	
 


	
   
/s/ Edward Clissold


	
By: /s/Randall K.
Fields



	
 

	
 


	
Name, Title: 
Edward Clissold, General
Counsel


	
Name: Randall K.
Fields, President



	
 

	
 


	
 

	
/s/Randall K.
Fields


Randall K.
Fields