Exhibit
10.7


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”), initially made effective on this 13th day of May, 2022 by and between SmartMetric,
Inc. (“Company”) and M/s. Chaya Coleena Hendrick (“Executive”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


Employment.


 


Company
hereby agrees to continue to employ Executive as its President and CEO and Executive hereby accepts such employment in accordance with
the terms of this Agreement. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable
to regular employees, the terms of this Agreement shall control.


 


Duties
of Executive.


 


The
duties of Executive shall include the performance of all of the duties typical of the office held by Executive as described in the
bylaws of the Company and such other duties and projects as may be assigned, if any, by the board of directors of the Company.
Executive shall devote her majority of productive time, ability and attention to the business of the Company and shall perform all
duties in a professional, ethical and businesslike manner. Executive is permitted, during the term of this Agreement, directly or
indirectly to engage in other businesses, either as an employee, employer, consultant, principal, officer, director, advisor, or in
any other capacity, either with or without compensation, without the prior written consent of Company. In addition to the duties
described herein, Executive is also authorized and directed to manage the day to day business of SmartMetric, Inc. overseeing and
managing all aspects including but not limited to product development, marketing, sales, distribution, hiring and all
responsibilities normally undertaken by a Company President and Chief Executive Officer.


 


It
is recognized and accepted by the Company that Executive has other businesses that she owns, operates and or manages, and while spending
the bulk of her time working on the business of SmartMetric, Inc., is free without limitation to pursue her other business activities.


 


It
is further noted that Executive holds inventions independent to the Company, SmartMetric, Inc. and is free to initiate, write,
invent and or create inventions separate of SmartMetric, Inc. and SmartMetric, Inc. may have no claim or economic interest in any
patents, inventions or new products unless expressly sold or licensed to SmartMetric, Inc. by the employee. It is recognized that
the employee is free to invent and register new Patents and Trademarks that will remain the sole property of the inventor and or its
assignees or purchasers.


 


Compensation.


 


Executive
will be paid compensation during this Agreement as follows:


 


		A.	A
                                            base salary of $190,000.00 One Hundred and Ninety Thousand Dollars per year, payable in installments
                                            according to the Company’s regular payroll schedule. The base salary shall be adjusted
                                            at the end of each year of employment at the discretion of the board of directors or at a
                                            minimum increase of 10% per year. Any unpaid salary during this and prior employment agreements
                                            shall bear a cumulative interest rate of 7% per annum. To defer payment of compensation is
                                            at the sole discretion of the executive and such deferment does not convey an agreement not
                                            to be paid such compensation.



 






     


     


    

 


		B.	An
                                            incentive management fee equal to $50,000 having begun with the Company’s year- end
                                            of July 2017 and each fiscal year thereafter during the term of this Agreement and subsequent
                                            new agreements. The incentive management fee payment shall be made within thirty (30) days
                                            after the Company has manufactured its first product. The incentive management fee shall
                                            increase by 25% per annum calculated at the conclusion of each calendar year and shall be
                                            based on the continued manufacturing and sales of product by SmartMetric, Inc.



 


		C.	The
                                            incentive management fee, may at the executive’s sole discretion be paid to the executives
                                            associated company Applied Cryptography Inc., or any other company the executive so directs.



 


Benefits.


 


		A.	Holidays.
                                            Executive will be entitled to at least all public holidays paid holidays each calendar year
                                            and 14 personal days. Company will notify Executive on or about the beginning of each calendar
                                            year with respect to the holiday schedule for the coming year. Personal holidays, if any,
                                            will be scheduled in advance subject to requirements of Company. Such holidays must be taken
                                            during the calendar year and cannot be carried forward into the next year. Executive is not
                                            entitled to any personal holidays during the first six months of employment.



 


		B.	Vacation.
                                            Following the first six months of employment, Executive shall be entitled to 4 Weeks paid
                                            vacation each year.



 


		C.	Sick
                                            Leave. Executive shall be entitled to sick leave and emergency leave according to the regular
                                            policies and procedures of Company. Additional sick leave or emergency leave over and above
                                            paid leave provided by the Company, if any, shall be granted at the discretion of the board
                                            of directors.



 


		D.	Medical
                                            and Group Life Insurance. Company agrees to include Executive in the group medical and hospital
                                            plan of Company and provide group life insurance for Executive at no charge to Executive
                                            in the amount of $1,000,000.00 during this Agreement. Executive shall be responsible for
                                            payment of any federal or state income tax imposed upon these benefits.



 


		E.	Pension
                                            and Profit Sharing Plans. Executive shall be entitled to participate in any pension or profit
                                            sharing plan or other type of plan adopted by Company for the benefit of its officers and/or
                                            regular employees.



 


		F.	Automobile.
                                            Company will provide to Executive an automobile of Executive’s choice at a gross purchase
                                            price not to exceed $60,000.00. Company agrees to replace the automobile with a new one at
                                            Executive’s request no more often than once every two years. Company will pay all automobile
                                            operating expenses incurred by Executive in the performance of an Executive’s company
                                            duties. Company will procure and maintain in force an automobile liability policy for the
                                            automobile with coverage, including Executive, in the minimum amount of $1,000,000 combined
                                            single limit on bodily injury and property damage.



 






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		G.	Expense
                                            Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses,
                                            including travel and entertainment, incurred by Executive in the performance of Executive’s
                                            duties. Executive will maintain records and written receipt as required by the Company policy.
                                            The company shall pay the Executive all relocation costs, living costs, motor vehicle purchase/lease
                                            or rental costs including insurances and accommodation expenses for time spent in Buenos
                                            Aires, Argentina while overseeing and managing the establishment of the Company’s business
                                            in Argentina. The company will provide accommodation in any other place that the executive
                                            may need to reside from time to time while her conducting the business of the company. Any
                                            additional costs associated with safety precautions for the executive while living in Argentina
                                            will be paid for by the company. Any illness contracted while on company time spent in a
                                            foreign country shall be covered and paid for by the Company.



 


Term
and Termination.


 


		A.	The
                                            Initial Term of this Agreement commenced in June of 2012. It was renewed in July of 2017
                                            and is hereby renewed again on this 12TH day of May 2022 for a period of 60 months.
                                            Thereafter, the Agreement shall be renewed upon the mutual agreement of Executive and Company.
                                            This Agreement and Executive’s employment may be terminated at Company’s discretion
                                            during the Initial Term, provided that Company shall pay to Executive an amount equal to
                                            payment at Executive’s base salary rate for the remaining period of Initial Term, plus
                                            an amount equal to $350,000.00 of Executive’s base salary.



 


		B.	This
                                            Agreement and Executive’s employment may be terminated by Company only by cause, and
                                            provided that in such case, Executive shall be paid $350,000.00 of Executive’s then
                                            applicable base salary. In the event of such a termination by cause, Executive shall be entitled
                                            to receive any incentive salary payment or any other compensation then in effect, prorated
                                            or otherwise.



 


		C.	This
                                            Agreement may be terminated by Executive at Executive’s discretion by providing at
                                            least thirty (30) days prior written notice to Company. In the event of termination by Executive
                                            pursuant to this subsection.



 


		D.	In
                                            the event that Executive is in breach of any material obligation owed Company in this Agreement,
                                            habitually neglects the duties to be performed under this Agreement, excepting in the case
                                            of illness, engages in any conduct which is criminally dishonest, then the Company may terminate
                                            this Agreement upon thirty (30) days’ notice to Executive.



 





		E.	In
                                            the event Company is acquired, or is the non-surviving party in a merger, or sells all or
                                            substantially all of its assets, this Agreement shall not be terminated and Company agrees
                                            to use its best efforts to ensure


 






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No
Attachment.


 


Except
as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or similar process or assignment
by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect;
provided, however, that nothing in this Section shall preclude the assumption of such rights by executors, administrators or other
legal representatives of the Executive or her estate and their conveying any rights hereunder to the person or persons entitled
thereto.


 


Costs
of Enforcement.


 


In
the event of the commencement of any legal proceeding, if instituted by the Company or the Executive, relating to the interpretation
or enforcement of any provision of this Agreement, the Company shall reimburse the Executive her costs and expenses (including attorneys’
fees and expenses), unless the Company prevails on every material issue in the proceeding.


 


Binding
Agreement; No Assignment.


 


This
Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors,
assigns, heirs, beneficiaries and representatives. This Agreement is personal to the Executive and may not be assigned by her. This Agreement
may not be assigned by the Company except (a) in connection with a sale of all or substantially all of its assets or a merger or consolidation
of the Company, or (b) to an entity that is a subsidiary or affiliate of the Company. Any attempted assignment in violation of this Section
shall be null and void.


 


Notices.


 


Any
notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;


 


If
to Company:


 


SmartMetric,
Inc.


 


350
Howard Hughes Parkway, Suite 500, Las Vegas, NV, 89169 U.S.A.


 


If
to Executive:


 


Ms.
Chaya Coleena Hendrick, 145 East Harmon Avenue, Las Vegas, NV. 89109 U.S.A.


 






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Final
Agreement.


 


This
Agreement supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only be a further
writing that is duly executed by both parties. Not withstanding all compensation accrued and not yet paid under prior executive employment
agreements shall be payable on demand of the executive.


 


Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State Nevada, USA.


 


Headings.


 


Headings
used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.


 


No
Assignment.


 


Neither
this Agreement nor any or interest in this Agreement may be assigned by Executive without the prior express written approval of Company,
which may be withheld by Company at Company’s absolute discretion.


 


Severability.


 


If
any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


 


Arbitration.


 


The
parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any
controversy, claim or dispute that cannot be so resolved shall be settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. Any such arbitration shall be conducted in Nevada, or such other place as may be mutually agreed upon by
the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act arbitrator,
and the two arbitrators so selected shall select a third arbitrator within ten (10) days of their appointment. Each party shall bear
its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written and resolved and consented as
a majority resolution of the Board of Directors of SmartMetric, Inc.


 


	/s/ Jay Needelman,	 
	Jay Needelman,	 
	Board Member/Director &
    CFO

    SmartMetric, Inc.	 
	 	 
	/s/ Elizabeth
    Nightingale	 
	Elizabeth Nightingale

    Board Member/Director

    SmartMetric, Inc.	 
	 	 
	/s/ Chaya
    Coleena Hendrick,	 
	Chaya Coleena Hendrick,

    Board Member/Director

    SmartMetric, Inc.	 
	 	 
	/s/
    Chaya Coleena Hendrick,	 
	Chaya Coleena Hendrick,

    Executive/Company CEO & President

    SmartMetric, Inc.	 



 




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