Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of November 27, 2020, (the “Effective Date”),
by and between CONVERSION LABS, INC., a Delaware corporation (the “Company”), and Brad Roberts, an individual
and resident of the State of South Carolina (the “Employee”).


 


The
Company and Employee are hereinafter sometimes referred to collectively as the “Parties” and individually as
a “Party.”


 


WlTNESSETH:


 


WHEREAS,
the Company desires to employ, and Employee agrees to work in the employ of the Company; and


 


WHEREAS,
the Parties hereto desire to set forth the terms of Employee’s employment with the Company.


 


NOW,
THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained, the Company and Employee hereby
agree as follows:


 


1.
Employment. The Company hereby employs Employee, and Employee hereby accepts employment by the Company, on the terms and
conditions hereinafter set forth.


 



2.
Duties and Responsibilities.


 


(a)
Commencing as of the Effective Date, Employee shall serve in the position of Chief Customer & Operations Officer. Employee
shall (i) be subject to all of the Company’s policies, rules and regulations applicable to its executives, (ii) report to,
and be subject to the direction and control of, the Chief Executive Officer, and (iii) perform such duties commensurate with Employee’s
position as shall be assigned to Employee.


 


(b)
Employee agrees to devote such time to the Company as is necessary to fulfill his obligations hereunder; however, it is understood
that Employee’s employment with the Company is not exclusive, but rather Employee shall be permitted to continue to be engaged
in other endeavors, including business endeavors, which do not conflict with the restrictive covenants set forth herein. It is
further understood that it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures or fulfill speaking engagements, or (iii) manage personal investments, so long as
such activities do not (A) violate the terms of this Agreement or any other agreement between Employee and the Company, or between
the Company and any third party or (B) constitute an actual or prospective conflict of interest or otherwise interfere with the
performance of Employee’s responsibilities as an employee of the Company in accordance with this Agreement.


 


(c)
To induce the Company to enter into this Agreement, Employee represents and warrants to the Company that he is subject to no restraint,
limitation or restriction by virtue of any agreement or arrangement, or by virtue of any law or rule of law or otherwise which
would impair his right or ability (i) to enter the employ of the Company or (ii) to perform fully [his/her] duties and obligations
pursuant to this Agreement.


 




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3.
Term of Employment. This Agreement and the employment relationship and terms hereunder shall continue from the Effective
Date until Employee’s employment is terminated by either the Company or Executive pursuant to Section 7 (the “Employment
Term”).


 


4.
Compensation. In consideration for all services rendered by Employee to the Company during the Employment Term, and the
covenants and agreements of Employee set forth herein (including without limitation the Amendment and Waiver provision set forth
in Section 8 hereof), the Company shall pay or cause to be paid to Employee, and Employee shall accept, the payments and
benefits set forth in this Section 4. The Company shall be entitled to deduct and/or withhold, as the case may be, from
the compensation amounts payable under this Agreement, all amounts required or permitted to be deducted or withheld under any
federal, state or local law or regulation, or in connection with any Bonus Plan (as defined below) or Benefit Plan (as defined
below) in which Employee participates and which mandates a contribution, assessment or co-payment by the participants therein.


 


(a)
Base Salary. The Company shall pay Employee a base salary at the rate of $96,000.00 per calendar year, which amount shall
be subject to adjustment as set forth below (the “Base Salary”). Employee’s Base Salary shall be paid
in approximately equal installments in accordance with the Company’s regular practices, as such practices may be modified
from time to time. During the Employment Term, Employee’s Base Salary shall be reviewed annually (on a calendar year basis)
by and shall be subject to upward adjustment in the discretion of the Company. The term “Base Salary” as used
in this Agreement shall refer to the Base Salary as so adjusted from time to time.


 


(b)
Benefit Plans. During the Employment Term, Employee shall be eligible to participate in all benefit plans of the Company,
including, without limitation, equity, profit sharing, medical coverage, dental or other retirement benefits that may be provided
by the Company from time to time to Company executives of comparable status, subject to, and to the extent that, Employee is eligible
under such benefit plans in accordance with their respective terms.


 


(c)
Stock Option. The Board has approved, and the Company hereby agrees to grant to Employee, effective as of the Effective
Date of this Agreement, a Stock Option (the “Stock Option”) to purchase up to 200,000 shares of the Company’s
common stock. A more formal Stock Option Award Agreement reflecting, in all material respects, the terms of this paragraph (and
otherwise in customary form) shall be issued to Employee upon the Company’s shareholders approving a bona fide employee
stock option plan (the “Plan”). Such stockholder approval is anticipated to occur within 45 days of execution of this
Agreement. The Stock Option shall vest and become exercisable in equal monthly tranches, based on the passage of time, over the
36 months following the Effective Date. The Stock Option shall vest and become exercisable in full upon the consummation of a
“change in control event” (as defined in Secti409A of the Code) or in the event Employee’s employment is terminated
by the Company without Cause (as defined herein) or by Employee for Good Reason (as defined herein). All other terms of the Stock
Option shall be governed by the Plan and the Stock Option Award Agreement. The Stock Option is intended to be exempt from Section
409A of the Code and shall be administered and interpreted consistent with such intent.


 




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(d)
Annual Bonus. Employee shall be eligible to receive a metric based “Performance Bonus” for each calendar quarter
during the Term of this Agreement in accordance with metrics to be established by agreement between the Parties. The Performance
Bonus shall be determined on a calendar quarter basis and shall be paid within thirty (30) calendar days of the final day of each
calendar quarter.


 


5.
Covenants of Employee.


 


(a)
Employee will truthfully and accurately make, maintain and preserve all records and reports that the Company may from time to
time reasonably request or require;


 


(b)
Employee will obey all rules, regulations and reasonable special instructions applicable to Employee, and will be loyal and faithful
to the Company at all times, constantly endeavoring to improve Employee’s ability and knowledge of the business in an effort
to increase the value of Employee’s services to the mutual benefit of the Parties;


 


(c)
Employee will make available to the Company any and all of the information of which Employee has knowledge relating to the business
of the Company or any of the Company’s other Subsidiaries and will make all suggestions and recommendations which Employee
feels will be of benefit to the Company;


 


(d)
Employee will fully account for all money, records, goods, wares and merchandise or other property belonging to the Company of
which Employee has custody, and will pay over and deliver the same promptly whenever and however he may be reasonably directed
to do so;


 


(e)
Employee acknowledges that as a condition of employment, [he/she] must sign and comply with an Employee Confidential Information
and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company’s proprietary information,
among other obligations;


 


(f)
Employee agrees that upon termination of his employment hereunder he will immediately surrender and turn over to the Company all
books, records, forms, specifications, formulae, data, processes, papers and writings related to the business of the Company,
and all other property belonging to the Company, together with all copies of the foregoing, it being understood and agreed that
the same are the sole property, directly or indirectly, of the Company;


 




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(g)
Employee understands that in his performing work for the Company, he will be expected not to use or disclose any confidential
information, including trade secrets, of any former employer or other person that Employee has an obligation of confidentiality.
Rather, Employee further understands that he will be expected to use only that information which is generally known and used by
persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in
the public domain, or which is otherwise provided or developed by the Company. Employee agrees that he will not bring onto Company
premises any unpublished documents or property belonging to any former employer or other person to whom Employee has an obligation
of confidentiality. Employee hereby represents that he has disclosed to the Company any contract he has signed that may restrict
Employee’s activities on behalf of the Company.


 


(h)
Employee acknowledges and understands that the securities of the Company are publicly traded and subject to the Securities Act
of 1933 and the Securities Exchange Act of 1934. As a result, Employee acknowledges and agrees that (i) he is required under applicable
securities laws to refrain from trading in securities of the Company while in possession of material nonpublic information and
to refrain from disclosing any material nonpublic information to anyone except as permitted by this Agreement in connection with
the performance of Employee’s duties hereunder, and (ii) he will communicate to any person to whom Employee communicates
any material nonpublic information that such information is material nonpublic information and that the trading and disclosure
restrictions in clause (i) above also apply to such person.


 


6.
Termination of Employment. Employee’s employment with the Company will be “at-will.” Either the Company
or Employee can terminate the employment at any time and for any reason, with or without notice. In the event that Employee’s
employment is terminated by the Company without Cause or by Employee for Good Reason, Employee will receive severance pay equal
to Employee’s then current annual Base Salary for six months from the date of termination of employment, during which time
Employee shall continue to receive all employee benefits and employee Benefit Plans described herein. Employee will also receive
accelerated vesting and exercisability of all unvested options from the initial Stock Option.


 


The
Company may terminate the employment of the Employee with Cause if the Company determines that Employees has


 


	 	(a)	materially
    breached any provision hereof or habitually neglected the duties which Employee was required to perform under any provision
    of this Agreement;
	 	 	 
	 	(b)	misappropriated
    funds or property of the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts
    of moral turpitude, even if not in connection with the performance of Employee’s duties hereunder, which could reasonably
    be expected to result in serious prejudice to the interests of the Company if Employee were retained as an employee;
	 	 	 
	 	(c)	secured
    any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into
    on behalf of or with the Company or any affiliate of the Company; or
	 	 	 
	 	(d)	failed
    to carry out and perform duties assigned to Employee in accordance with the terms hereof in a manner acceptable to the Company
    after a written demand for substantial performance is delivered to Employee which identifies the manner in which Employee
    has not substantially performed Employee’s duties, and provided further that Employee shall be given a reasonable opportunity
    to cure such failure.


 




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For
purposes of (a) through (d) of this section, Employee shall not be terminated for Cause without (i) reasonable notice to the Employee
setting forth the reasons for the Company’s intention to terminate for Cause and a reasonable opportunity to cure such situation
of no fewer than ten days (if capable of cure), (ii) an opportunity for the Employee, together with counsel, to be heard before
the Board or subcommittee of the Board of Directors of the Company, and (iii) delivery to the Employee of a notice of termination
from the Company, finding that, in the good faith opinion of the Board, the Employee had engaged in the conduct set forth above
and specifying the particulars thereof in detail. In the event that Employee is terminated with Cause, as defined above, Employee
shall only be entitled to options that vested prior to termination.


 


Employee
may terminate his employment for Good Reason if the Company breaches any of its obligations hereunder or if Employee suffers a
material diminution in his compensation and/or responsibilities hereunder. To terminate for Good Reason, Employee must provide
reasonable notice to the Company setting forth the reasons for the Employee’s intention to terminate for Good Reason and
a reasonable opportunity to cure such situation of no fewer than thirty days (if capable of cure).


 


7.
Amendment and Waiver. This Agreement may not be changed orally but only by written documents signed by the Party against
whom enforcement of any waiver, change, modification, extension or discharge is sought; however, the amount of compensation to
be paid to Employee for services to be performed for the Company hereunder may be changed from time to time by the Parties by
written agreement without in any other way modifying, changing or affecting this Agreement or the performance by Employee of any
of the duties of his employment with the Company. Any such written agreement shall be, and shall be conclusively deemed to be,
a ratification and confirmation of this Agreement, except as expressly set forth in such written amendment. The waiver by any
Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach
thereof, nor of any breach of any other term or provision of this Agreement.


 


8.
Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (a) three
business days after being received by registered or certified mail, return receipt requested, postage prepaid, or (b) three business
days after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in the
case of the Company, to its principal office address, and in the case of Employee, to Employee’s residence address as shown
on the records of the Company, or may be given by personal delivery thereof.


 


9.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this Agreement shall be invalid, unenforceable or prohibited by applicable
law, then in lieu of declaring such provision invalid or unenforceable, to the extent permitted by law (a) the Parties agree that
they will amend such provision to the minimal extent necessary to bring such provision within the ambit of enforceability, and
(b) any court of competent jurisdiction may, at the request of either party, revise, reconstruct or reform such provision in a
manner sufficient to cause it to be valid and enforceable.


 




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10.
Entire Agreement. This Agreement, together with the Employee Confidential Information and Inventions Assignment Agreement,
forms the complete and exclusive statement of Employee’s employment agreement with the Company. It supersedes any other
agreements, representations or promises made to Employee by anyone, whether oral or written. Changes in Employee’s employment
terms, other than those changes expressly reserved to the Company’s discretion in this Agreement, require a written modification
signed by an officer of the Company.


 


11.
Force Majeure. Neither of the Parties shall be liable to the other for any delay or failure to perform hereunder, which
delay or failure is due to causes beyond the control of said Party, including, but not limited to: acts of God; acts of the public
enemy; acts of the United States of America or any state, territory or political subdivision thereof or of the District of Columbia;
fires; floods; epidemics, quarantine restrictions; strike or freight embargoes. Notwithstanding the foregoing provisions of this
Section 12, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the
Party claiming excusable delay.


 


12.
Dispute Resolution. In the event of any dispute arising under or pursuant to this Agreement, the Parties agree to attempt
to resolve the dispute in a commercially reasonable fashion before instituting any litigation or arbitration (with the exception
of emergency injunctive relief). If the parties are unable to resolve the dispute within thirty (30) days, then the parties agree
to mediate the dispute with a mutually agreed upon mediator in New York, NY. If the parties cannot agree upon a mediator within
ten (10) days after either party shall first request commencement of mediation, each party will select a mediator within five
(5) days thereof, and those mediators shall select the mediator to be used. The mediation shall be scheduled within thirty (30)
days following the selection of the mediator. The parties further agree that any applicable statute of limitations will be tolled
for the period of time from the date mediation is requested until 14 days following the mediation. If the mediation does not resolve
the dispute, then the parties irrevocably and unconditionally agree to the arbitration provisions in Section 13.


 




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13.
Arbitration. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment
with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including
but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this
Agreement, Employee’s employment with the Company, or the termination of Employee’s employment, shall be resolved
pursuant to the Federal Arbitration Act, 9 U.S.C. § 1-16, to the fullest extent permitted by law, by final, binding and confidential
arbitration conducted by JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes
(available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). The arbitration
will take place in New York, NY unless otherwise agreed to by the Parties. Employee acknowledges that by agreeing to this arbitration
procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative
proceeding. In addition, all claims, disputes, or causes of action under this section, whether by Employee or the Company,
must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported
class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may
not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.
To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise
found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.
This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law, including,
without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California
Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, to the extent such claims are not permitted
by applicable law(s) to be submitted to mandatory arbitration and the applicable law(s) are not preempted by the Federal Arbitration
Act or otherwise invalid (collectively, the “Excluded Claims”). In the event Employee intends to bring multiple
claims, including one of the Excluded Claims listed above, the Excluded Claims may be filed with a court, while any other claims
will remain subject to mandatory arbitration. Employee will have the right to be represented by legal counsel at any arbitration
proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to
award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding
the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s
essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that Employee
or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative
fees that Employee would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended
to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion
of any such arbitration.


 


14.
Successors.


 


(a)
No rights or obligations of Employee under this Agreement may be assigned or transferred by Employee other than Employee’s
rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon
Employee’s death, this Agreement and all rights of Employee hereunder shall inure to the benefit of and be enforceable by
Employee’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds
to Employee’s interests under this Agreement. Subject to compliance with the terms of any Company sponsored benefit plan,
Employee shall be entitled to select and change a beneficiary or beneficiaries to receive following Employee’s death any
benefit or compensation payable hereunder by giving the Company written notice thereof. In the event of Employee’s death
or a judicial determination of Employee’s incompetence, reference in this Agreement to Employee shall be deemed, where appropriate,
to refer to Employee’s beneficiary(ies), estate or other legal representative(s).


 


(b)
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and permitted assigns.


 


(c)
The Company shall have the right to assign this Agreement to any successor of substantially all of its business or assets, and
any such successor shall be bound by all of the provisions hereof.


 


15.
Governing Law. This Agreement and the rights and obligations of the Parties shall be governed by and construed and enforced
in accordance with the substantive laws of New York.


 


16.
Multiple Counterparts. This Agreement may be executed in multiple counterparts each of which shall be deemed to be an original
but all of which together shall constitute but one instrument.


 


[Signatures
on Next Page]


 




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EXECUTED
as of the day and year set forth below.


 


	CONVERSION LABS, INC.
	 	 	 	 
	 	 	 	November 27, 2020
	By: 	Justin Schreiber, Chairman & CEO	 	Date
	 	 	 	 
	eMPLOYEE
	 	 	 	 
	 	 	 	November 27, 2020
	By: 	Brad Roberts	 	Date


 




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