Exhibit 10.1


 








 


Luisa Ingargiola


4826 Blue Jay Circle


Palm Harbor, FL 34689


 


 


Appointment Letter Agreement – FTE
Networks, Inc. Board of Directors


 


 


Dear Ms. Ingargiola:


 


We are pleased to tell you that the Board of Directors (the
"Board") of FTE Networks, Inc. (the "Company") has elected you to serve as a member of the Board commencing
from February 15, 2016. Additionally, you will serve as Chairman of the Audit Committee.


 


		1.	Your Duties:



 


		a)	You will be expected to attend (either in person or by teleconference) all regular meetings of the Board, of which we expect
to hold approximately four to six per annum, as well as to attend (either in person or by teleconference), if feasible, any special
meetings of the Board and to sign all written consents if you deem appropriate. In addition, you will be expected to perform such
other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned
to you by the Board from time to time, including Committee(s) membership.



 


		b)	As a director you will at all times act as a fiduciary in the service of the best interests of the Company. In addition, you
agree to (i) provide all information regarding yourself as the Company requires to satisfy its disclosure obligations under applicable
securities laws; and (ii) timely file with the Securities and Exchange Commission all reports and schedules required of you in
your personal capacity by virtue of your relationship with the Company (e.g., Forms 3, 4 and 5 as contemplated by Section 16(a)
of the Securities Exchange Act of 1934). The Company will provide the necessary forms to you and will assist you to file the required
reports and schedules.



 


		c)	As you will appreciate, your time commitment will ultimately be a function of the matters confronting the Company from time
to time and matters properly requiring your attention as a director of the Company.



 


		d)	You shall comply with all the fiduciary-duty obligations of a director as imposed by Nevada law. Without limitation, you specifically
agree not to, during the time of your service on the Company's Board, serve as a director of or a consultant to any of the companies
listed on Exhibit A hereto. Subject to your fiduciary-duty obligations as a director as imposed by Nevada Law, this Letter does
not otherwise restrict you from accepting appointment as a director of any other company, providing consulting services, becoming
employed by or engaging in any other business or other activity whatsoever.



 






    	 	1	 



     


    

 


		2.	Remuneration:



 


		a)	Annual Options: The Company expects to provide you and other outside directors, for service on the Board, stock in the form
of (i) 2,500 shares of Series F Preferred Stock and (ii) an annual grant of 5,000 five-year stock options under the Company's 2016
Stock Plan with an exercise price equal to the mean average of the closing sale prices of Company common stock for the 10 trading
days immediately before the date of grant (or, the date-of-grant closing sale price of Company common stock on any national securities
exchange on which Company common stock is listed, if it has become so listed), which annual options would vest in one lump amount
immediately upon grant, subject to continuation of service. Such stock options shall remain exercisable until the earlier of the
scheduled expiration date or 18 months after the cessation of service, whichever is sooner.



 


		b)	Cash: You shall receive an annual cash stipend at a rate of $30,000, payable $5,000 quarterly on the last day of each fiscal
quarter for quarters 1-3 and $15,000 for quarter 4 payable on the last day of fiscal quarter 4, for your service on the Board.



 


		c)	Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse
you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board
or Committee meetings, or otherwise, in connection with the Company's business. "Reasonable" air travel expenses assume
economy class for flights under 4 hours and business class for flights over 4 hours.



 


 


 


		3.	Termination of Director Status:



 


		a)	Your status as a Director may be terminated at any time by the vote of the stockholders of the Company (including any failure
to elect you for an ensuing term at any annual meeting of stockholders) in accordance with the certificate of incorporation and
bylaws of the Company. Any such termination will not affect your rights under options that have become vested, subject to the post-service
exercisability period.



 


		b)	You acknowledge and agree that if the stockholders of the Company terminate your status as a Director (including any failure
to elect you for an ensuing term at any annual meeting of stockholders), you will have no claim of any kind, other than indemnity
claims, against the Company by reason of the termination.



 


		c)	You are at liberty to resign from the Board at any time by notice in writing to the Company.



 






    	 	2	 



     


    

 


		4.	What happens after termination of Director Status?



 


		a)	If your Director status is terminated for any reason or you resign for any reason:



 


		b)	The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date
of termination except for amounts the Company is not entitled by law to set off;



 


		c)	You must return all the Company’s property (including property leased by the Company) to the Company on termination including
all written or machine readable material, software, computers, credit cards, keys and vehicles; and



 


		d)	You shall return to the Company all confidential information and documentation (including any copies thereof) regarding the
Company and its affiliates (including confidential information of third parties entrusted to the Company) within 5 days following
the Company’s request to delete or destroy any electronic or written information relating to the Company, as shall be requested
by the Company.



 


 


 


		5.	Confidential Information:



 


		a)	You acknowledge and agree that during your service with the Company, you will receive confidential information regarding the
Company and its affiliates (including confidential information of third parties entrusted to the Company) and that you will not
disclose any such information to any other party nor use for your own benefit or for the benefit or for the benefit of any third
person any of the confidential information so obtained at any time during or after the term of your service with the Company without
the Company’s prior written consent.



 


		b)	You recognize and affirm that in the event of your breach of any provision of this Section 5, money damages would be inadequate
and the Company and its subsidiaries would have no adequate remedy at law. Accordingly, you agree that in the event of a breach
or threatened breach by you of the provisions of this Section 5, the Company, in addition and supplementary to any other rights
and remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive r other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond
or other security).



 






    	 	3	 



     


    

 


		6.	Protection:



 


		a)	During the term of your engagement hereunder, the Company will procure and maintain directors’ and officers’ liability
insurance policies with a minimum of $2,000,000 Aggregate Limit, and to ensure you are included as an insured thereunder.



 


		b)	The Company will enter into a standard and customary Indemnification Agreement with you on terms reasonably acceptable to you
which will provide for (i) your indemnification by the Company to the fullest extent permitted by law for all acts and/or omissions
directly and/or indirectly related to any services provided by you to the Company and (ii) a continuing obligation for the payment
of your expenses in the event any action and/or investigation in commenced regarding any acts/or omissions directly and/or indirectly
related to any services provided to you by the Company, including any action and/or investigation that begins after your service
as a Director has ended.



 


 


		7.	Miscellaneous:



 


		a)	Alterations: This Letter cannot be amended except in writing signed by each party.



 


		b)	Entire Agreement: This Letter constitutes the entire agreement between the parties in connection with its subject matter and
supersedes all previous agreements or understandings between the parties in connection with its subject matter.



 


		c)	Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to
give full effect to the performance of his/its obligations under this Letter and the transactions contemplated by it.



 


		d)	Waiver: A party does not waive a right, power or remedy (or any other right, power or remedy) if it fails to exercise or delays
in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another of
further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed
by the party giving the waiver.



 


		e)	Relationship: This Letter does not create a relationship of employment, agency or partnership between parties. Unless the Board
adopts a specific resolution so providing, you do not have authority to bind the Company to any contract or commitment; and you
agree not to purport to do so.



 


		f)	Governing Law: This Letter shall be governed by and construed in accordance with the laws of Florida (without giving effect
to choice of law principles or rules thereof that would cause the application to the laws of any jurisdiction other than Florida).



 


		g)	Severability: Any provision of this Letter which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdictions.



 


		h)	Counterparts: This Letter may be executed in counterparts. All executed counterparts constitute one document.



 






    	 	4	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date set forth below.


 


	 	DIRECTOR	 	FTE NETWORKS, INC.
	 	 	 	 
	 	 	 	 
	 	By:  /s/ Luisa Ingargiola	 	By:  /s/ Michael Palleschi
	 	 	 	 
	 	Luisa Ingargiola	 	Michael Palleschi, CEO
	 	4826 Blue Jay Circle	 	999 Vanderbilt Beach Rd.
	 	Palm Harbor, Florida 34689	 	Suite 601
	 	 	 	Naples, Florida 34108
	 	Date: 02/15/16	 	Date: 02/15/16




 






    	 	5