Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT IS MADE effective the 9th day of May, 2022


 


BETWEEN:


 


VISION
HYDROGEN CORPORATION., incorporated


under
the laws of the State of Nevada,


 


(hereinafter
called the “Corporation”)


 


OF
THE FIRST PART,


AND:


 


MATTHEW
HIDALGO


 


(hereinafter
called the “Employee”)


 


OF
THE SECOND PART.


 


WHEREAS
the Corporation is engaged in the business of developing renewable energy projects for the commercial, industrial and transportation
sectors, directly and through its Affiliates;


 


AND
WHEREAS the Employee has the qualifications, skills and experience necessary to serve the Corporation in the role of Chief Financial
Officer and Corporate Secretary;


 


AND
WHEREAS the Employee is knowledgeable in the business of the Corporation, the industry in which the Corporation operates and the
Corporation’s record keeping, accounting, reporting and organizational obligations and requirements;


 


AND
WHEREAS the Employee is willing to serve the Corporation in the capacity and on the terms and conditions herein provided.


 


NOW
THEREFORE IT IS HEREBY AGREED AS FOLLOWS:


 


	1.	DEFINITIONS



 


1.1
Definitions. In this Agreement the following terms shall have the following meanings:


 


		(a)	“Affiliate”
                                            means a Person that is controls, is controlled by, or is under common control with, another
                                            Person;
	 	 	 
		(b)	“Agreement”
                                            means this agreement as it may be amended or supplemented from time to time; and the
                                            expressions “hereof”, “herein”, “hereto”, “hereunder”,
                                            “hereby” and similar expressions refer to this agreement and unless otherwise
                                            indicated, references to “Sections” or “Articles” are references
                                            to sections or articles in this Agreement;



 






    	 



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		(c)	“Board”
                                            means the board of directors of the Corporation, or a committee thereof duly constituted
                                            to assume part or all of the role of the Board for the purpose of this Agreement;
	 	 	 
		(d)	“Business
                                            Day” means business days in New Jersey, exclusive of statutory holidays and weekends;
	 	 	 
		(e)	“Cause”
                                            means


 

		(i)	the
                                            failure or refusal or repeated reluctance of the Employee to perform his duties and responsibilities
                                            at an acceptable level or standard, or to comply fully in all material respects with the
                                            Corporation’s policies and procedures as instituted from time to time, provided that
                                            the Employee has been provided written notice of such failure, refusal or repeated reluctance
                                            and has not corrected his behaviour (to the satisfaction of the Corporation) within three
                                            (3) business days of receiving such notice, and provided further that the Employee shall
                                            only be entitled to correct his behaviour pursuant to such notice on a one time basis. In
                                            case of intentional breach of the Corporation’s policies, a corrective notice need
                                            not be given by the Corporation,
	 	 	 
		(ii)	For
                                            purposes of clarity, any subsequent failure, refusal or repeated reluctance to perform his
                                            duties and responsibilities at an acceptable level or standard will not require written notice
                                            of such failure by the Corporation and corresponding opportunity for the Employee to correct
                                            the behaviour,
	 	 	 
		(iii)	any
                                            dishonesty on the part of the Employee materially affecting the Corporation,
	 	 	 
		(iv)	the
                                            Employee being charged with a felony offence or any other crime involving moral turpitude,
                                            fraud or misrepresentation,
	 	 	 
		(v)	use
                                            of alcohol or illegal drugs by the Employee interfering with the performance of his obligations
                                            under this Agreement,
	 	 	 
		(vi)	any
                                            wilful and intentional act on the part of the Employee having the effect of materially injuring
                                            the reputation, business or business relationships of the Corporation,
	 	 	 
		(vii)	any
                                            material breach (not covered by any of the above (i) through (v) above) of any of the provisions
                                            of this Agreement, and
	 	 	 
		(viii)	any
                                            other act or omission which at law would entitle the Corporation to terminate this Agreement;


 

		(f)	“Corporation”
                                            means Vision Hydrogen Corporation., a corporation formed under the laws of the State
                                            of Nevada;
	 	 	 
		(g)	“Compensation
                                            Committee” means the Compensation Committee of the Board, as constituted from time
                                            to time, and, in the event that there is no Compensation Committee, the Board;



 






    	 



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		(h)	“Confidential
                                            Information” means any and all information of a sensitive or proprietary nature
                                            related to the Corporation or its business including, but not limited to information pertaining
                                            to the Corporation’s properties and developments, contracts, agreement and understandings,
                                            letters of intent, development and permitting applications, projected costs, sales, income,
                                            profit, profitability, pricing, salaries or wages, marketing information, corporate information
                                            and intellectual property. Confidential Information does not include any information that,
                                            through no fault of the receiving party


 

		(i)	is
                                            within the Public Domain at the date of its disclosure to the receiving party, or subsequently
                                            enters the Public Domain (but only after it enters the Public Domain), or
	 	 	 
		(ii)	is
                                            or becomes (but only after it becomes)


 

		(A)	independently
                                            developed by or on behalf of the receiving party as shown by documentary evidence, or
	 	 	 
		(B)	disclosed
                                            to the receiving party by a third party not having an obligation of confidence to the proprietor
                                            of the information as shown by the documentary evidence, or


 

		(iii)	is
                                            Residual Information.



 


No
combination of information shall be deemed to be within any of the above exceptions, whether or not the component parts of the combination
are within one or more of the exceptions in Sections 1.1(f)(i) and (ii), unless the combination itself and its economic value and principles
of operation are themselves so excepted;


 


		(i)	“Duties”
                                            shall have the meaning set forth in Section 2.2 below;
	 	 	 
		(j)	“Person”
                                            means any individual, partnership, limited partnership, joint venture, syndicate, sole
                                            proprietorship, company or corporation with or without share capital, unincorporated association,
                                            trust, trustee, executor, administrator or other legal personal representative, regulatory
                                            body or agency, government or governmental agency, authority or entity however designated
                                            or constituted;
	 	 	 
		(k)	“Public
                                            Domain” means readily accessible to the public in a written publication, and does
                                            not include information that is only available by substantial searching of the published
                                            literature, and information the substance of which must be pieced together from a number
                                            of different publications and/or sources;
	 	 	 
		(l)	“Residual
                                            Information” means general information not specified as being confidential in nature
                                            by the Corporation that is in tangible form and is retained in memory by the Employee including
                                            the ideas, concepts, know-how and techniques as well as any business opportunities that have
                                            been considered by the Corporation but rejected or unsuccessfully pursued by the Corporation;
                                            and
	 	 	 
		(m)	“Term”
                                            shall have the meaning set forth in Section 2.1 below.



 






    	 



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	2.	TERMS
                                            OF EMPLOYMENT



 


	2.1	Engagement.
                                            The Corporation hereby engages the Employee as the Corporation’s Chief Financial
                                            Officer and Corporate Secretary with effect from the date of this Agreement for a term of
                                            one year or until the earlier termination hereof pursuant to Article 7 hereof (the “Term”).
                                            The Parties may engage in discussions to extend the Term, not more than 90 days before the
                                            expiry of the Term.



 


	2.2	Duties
                                            & Responsibilities. The detailed initial duties and responsibilities of the Employee
                                            are set forth in Schedule “A” attached hereto (the “Duties”).
                                            The Employee shall serve and perform in the capacity described in Section 2.1 hereof, and
                                            in addition to the Duties shall have such other supplementary duties, responsibilities, and
                                            authorities as are designated for the offices of Chief Financial Officer and Secretary pursuant
                                            to the Bylaws of the Corporation, or as may be assigned to the Employee from time to time
                                            by the Board. The Employee will use best practices in designing and implementing systems
                                            to manage the Company’s finances and otherwise discharge the Duties, at all times with
                                            a view to maintaining cost controls and economies.



 


	2.3	Reporting.
                                            The Employee shall report and be responsible to the Chief Executive officer of the Corporation
                                            (the “CEO”), or such other persons as a designated by the CEO, and - in
                                            addition to the timely preparation, review, approval and dissemination of the Corporation’s
                                            quarterly and annual financial statements – shall present a detailed monthly status
                                            report on the third Business Day of each month during the Term to the CEO, which report shall
                                            include a monthly internal cash flow statement as well as a narrative description of activities
                                            tasked, initiated, in progress and/or concluded during the preceding month.



 


	2.4	Efforts.
                                            The Employee shall devote his best efforts, abilities, knowledge and experience to the
                                            faithful and timely performance of the Duties, and at a minimum he will commit not less than
                                            60% of his working time to the Corporations’ affairs or such greater time as is required
                                            to adequately perform the Duties. The Employee will be available, in person or via videoconference,
                                            not less than five (5) hours per weekday between 10:00am and 3:00pm (Eastern Time), in all
                                            cases professionally groomed and attired, and if by videoconference in a quiet professional
                                            and workmanlike environment free of background noise or distractions.



 


	2.5	Non-Compete.
                                            The Employee shall not engage in (i) any business or endeavour which is in direct or
                                            indirect competition with the Corporation or any Affiliate, (ii) any business or endeavour
                                            that may be perceived as damaging to the good reputation of the Corporation, or (iii) any
                                            business or endeavour which would interfere with the full and timely performance of the Duties.



 


	2.6	Place
                                            of Service. In connection with the Employee’s employment by the Corporation during
                                            the Term, the Employee shall be based and the Employee’s services shall be performed
                                            in Dallas Texas, Jersey City New Jersey or at such other or location as required by the Corporation
                                            and agreed to by the Employee (acting reasonably), save and except for such travel as is
                                            required for the Employee to perform his Duties.



 






    	 



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	3.	REMUNERATION
                                            AND BENEFITS



 


	3.1	Annual
                                            Base Salary. The Corporation shall pay the Employee, as compensation for all services
                                            rendered by the Employee under this Agreement, a monthly salary (the “Salary”)
                                            of Thirteen Thousand Five Hundred and No/100 United States Dollars (USD $13,500.00). Subject
                                            to Article 4 hereof, the Base Salary shall be subject to all appropriate federal and state
                                            withholding and payroll taxes and shall be paid by the Corporation to the Employee in accordance
                                            with regular payroll policies and practices of the Corporation as set by the Employee and
                                            approved by the CEO. The Base Salary shall be deemed inclusive and the Employee shall not
                                            be entitled to participate in any other compensation or benefit plans. At the request of
                                            the Employee, within a reasonable time (not to exceed 90 days) following the timely filing
                                            of the Corporation’s annual financial results the Compensation Committee may review
                                            the Base Salary for upward adjustment. The Employee recognisees that as an executive irregular
                                            hours of work are a condition of the Employee’s employment by the Corporation and agrees
                                            that any “overtime” hours will not be additionally compensated.



 


	3.2	Discretionary
                                            Bonus. In addition to the Base Salary, the Corporation may also pay the Employee discretionary
                                            annual bonus compensation (the “Bonus Compensation”), in such amount,
                                            if any, determined by the Compensation Committee to be proper and appropriate for each fiscal
                                            year of the Corporation during the term of this Agreement. Such Annual Bonus Compensation
                                            shall be based upon such factors as the Compensation Committee shall deem appropriate and
                                            consistent with factors applicable to other employee of the Corporation, including (i) the
                                            Employee’s contributions to the success of the business operations of the Corporation,
                                            its divisions and its subsidiaries for each fiscal year of the Corporation during the term
                                            hereof; (ii) the Corporation’s share price performance viewed objectively as well as
                                            against its peer group within the industry; (iii) the success of the Corporation’s
                                            development activities; (iv) the consolidated revenues, expenses and profits of the Corporation,
                                            its divisions and its subsidiaries for each fiscal year of the Corporation during the term
                                            hereof, as determined in accordance with generally accepted accounting principles; and (v)
                                            the general overall economic performance of the Corporation, its divisions and its subsidiaries
                                            for each fiscal year of the Corporation. Bonuses hereunder will be considered earned and
                                            paid 6 months after the subject fiscal year has ended, provided that the Employee is then
                                            still employed by the Corporation.



 


	3.3	Expenses.
                                            The Corporation shall reimburse the Employee for reasonable out-of-pocket expenses incurred
                                            by him in accordance with the Corporation’s standard expense practices. Any expenses
                                            in excess of $2,500 individually or in any given monthly period $5,000 in the aggregate must
                                            be pre-approved by the CEO or such other persons as a designated by the CEO for this purpose.
                                            Notwithstanding the preceding any travel by the Employee must be pre-approved by the CEO.
                                            Prior to the reimbursement of any expenses, the Employee shall prepare a summary of the expenses
                                            incurred and submit it to the Corporation in the Corporations standard form together with
                                            appropriate supporting receipts, invoices, or other documentation acceptable to the Corporation.
                                            The Corporation may (where approved by the CEO) make an advance to cover anticipated expenses,
                                            such advances being repayable to the extent remaining after the matter requiring the advance
                                            is concluded, and in any event upon termination of this Agreement.



 






    	 



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	3.4	Vacation.
                                            The Employee shall be entitled to paid vacation of up to fifteen (15) Business Days each
                                            calendar year during the Employment Period, exclusive of statutory holidays and weekends,
                                            which vacation shall be taken by the Employee in accordance with the Corporation’s
                                            vacation plans, policies and practices as then in effect and with a view to the business
                                            requirements of the Corporation, in each case with advance notice to approve of the CEO or
                                            such other persons as a designated by the CEO for this purpose. The Employee shall not be
                                            entitled to any compensation for earned unused vacation time at the completion of the Term.
                                            In addition, as an executive the Employee recognizes that he may need to be available to
                                            the Corporation during vacation periods, and that he will not receive additional compensation
                                            for same.



 


	4.	RELATIONSHIP



 


	4.1	Employment
                                            Relationship and Indemnification. While the intention of the Parties is that the Employee
                                            is in an employment relationship with the Corporation, the Corporation recognizes that the
                                            relationship may at law be characterized as a consulting services relationship, in which
                                            case the Employee will render monthly invoices to the Corporation. In this regard, the Employee
                                            acknowledges and agrees that he is and shall be liable for the full amount of any payment
                                            of funds which may be demanded, in relation to the Employee pursuant to any laws, legislation,
                                            rules or regulations promulgated by any government having jurisdiction over the Corporation
                                            or the Employee for taxes or other deductions (including any and payroll taxes) as a result
                                            of this Agreement, or any payment which may, in future, be found to be payable in respect
                                            of the Employee, and the Employee hereby covenants and agrees to indemnify and save harmless
                                            the Corporation from any actions, causes of action, claims, demands or other proceedings
                                            (including all legal costs) made against the Corporation by any regulatory authority under
                                            such statutes and grants the Company a right of set-off against any securities of the Corporation
                                            or its Affiliates held by the Contractor or its Affiliates as far as this relates to events
                                            which are under control of the Contractor or Appointed Contractor.



 


	5.	CONFIDENTIAL
                                            INFORMATION AND PROPERTY OF THE CORPORATION



 


	5.1	Employee’s
                                            Obligations as to Confidential Information and Materials. Confidential Information, whether
                                            in written, oral, electronic, magnetic, photographic, optical, or other form, or in cloud
                                            storage, and whether now existing or developed or created during the currency of the Employee’s
                                            relationship or engagement with the Corporation (excepting information obtained from general
                                            or public sources) is highly confidential in nature and proprietary to the Corporation. In
                                            this regard, the Employee acknowledges that damages pursued by an action at law may not be
                                            an adequate remedy for the Employee’s breach of its obligations under this Article
                                            5, and the Employee agrees that the Corporation shall be entitled to equitable remedies including
                                            but not limited to interlocutory or permanent injunctions, which the Employee agrees not
                                            to oppose.



 


	5.2	Use
                                            of Corporation Communication and Documents Storage Systems. The Employee shall send and
                                            receive all electronic communications exclusively through and shall store copies of all documents
                                            material to the business and affairs of the Corporation exclusively on the Corporation’s
                                            data storage systems in accordance with the Corporation’s information technology policies
                                            and procedures as established from time to time. When and as provided, the Employee will
                                            also use a Corporation telephone number.



 






    	 



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	5.3	General
                                            Skills. The general skills and Residual Information and other experience gained by the
                                            Employee during the Employee’s relationship with the Corporation, and information within
                                            the Public Domain or generally known within the industries or trades in which the Corporation
                                            competes, is not considered Confidential Information.



 


	5.4	Preservation
                                            of Confidential Information. During the currency of Employee’s relationship with
                                            the Corporation, the Employee may have access to all or a portion of the Corporation’s
                                            Confidential Information and, as such, will occupy a position of trust and confidence with
                                            respect to the Corporation’s affairs and business. The Employee will take the following
                                            steps to preserve the confidential and proprietary nature of the Confidential Information:



 


		(a)	The
                                            Employee will not at any time disclose or otherwise permit any person or entity whatsoever
                                            access to any of the Confidential Information other than as specifically required in the
                                            performance of the Employee’s duties to the Corporation.



 


		(b)	The
                                            Employee will take all reasonable precautions to prevent disclosure of the Confidential Information
                                            and will follow all the Corporation’s reasonable instructions to the Employee in respect
                                            of the same.



 


		(c)	The
                                            Employee will not use at any time, or otherwise permit any person or entity to use, any of
                                            the Confidential Information other than as required in the strict performance of the Employee’s
                                            duties.



 


		(d)	Within
                                            the five (5) Business Days following termination of the Employee’s relationship with
                                            the Corporation, for any reason whatsoever, the Employee will deliver to the Corporation
                                            all property of the Corporation, including all computers and other communication equipment,
                                            keys and access cards as well as all other tangible materials embodying the Confidential
                                            Information, including, without limitation, any documentation, records, listings, notes,
                                            data, sketches, drawings, memoranda, models, accounts, reference materials, samples, machine-readable
                                            media and equipment which in any way relate to the Confidential Information as well as any
                                            login and password information related thereto.



 


	5.5	Continuation
                                            of Confidentiality Obligations. The Employee acknowledges and agrees that the obligations
                                            set out in this Article 5 are of paramount importance to the Corporation and will to remain
                                            in effect for a period of five (5) years following termination of the Employee’s relationship
                                            with the Corporation. The Employee further acknowledges that the obligations set out in this
                                            Article are not in substitution for any obligations which the Employee may now or hereafter
                                            owe to the Corporation and which exist apart from this Article 5 and do not replace any rights
                                            of the Corporation with respect to any such obligations, at law or otherwise.



 






    	 



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	5.6	Communication
                                            of Confidential Information. The Employee agrees to communicate to the Corporation all
                                            Confidential Information obtained in the course of performing the Duties.



 


	5.7	Confidentiality
                                            and Non-Competition. The Employee hereby agrees, in addition to (and not in substitution
                                            for) the responsibilities of the Employee as an officer of the Corporation under applicable
                                            laws and regulations, including prohibitions relating to corporate opportunities, self-dealing
                                            and conflicts of interest, that he will not at any time during the Term and for a period
                                            of two (2) years thereafter:



 


		(a)	knowingly
                                            interfere with or endeavor to contact (or permit, encourage or facilitate any other party
                                            to contact) any of the individuals or entities with whom the Corporation or its securities
                                            had an active business relationship during the three (3) year period immediately prior to
                                            the termination of the Employee’s relationship with the Corporation;



 


		(b)	knowingly
                                            interfere with or endeavor to contact (or permit, encourage or facilitate any other party
                                            to contact) any of the individuals or entities who were active financiers or participated
                                            in private placements of the Corporation or its securities during the three (3) year period
                                            immediately prior to the termination of the Employee’s relationship with the Corporation;
                                            or



 


		(c)	interfere
                                            with or knowingly entice away any employee or contractor of the Corporation who was an employee
                                            of the Corporation within three (3) years following the termination of the Employee’s
                                            relationship with the Corporation.



 


	5.8	Notice.
                                            If the Employee is required by law, rule, regulation, subpoena or regulatory agency or
                                            stock exchange rule (“Legal Process”) to disclose any Confidential Information,
                                            the Employee will provide the Corporation with immediate notice of such requirement and will
                                            attempt to obtain confidential treatment for any Confidential Information that is required
                                            to be disclosed prior to making any such disclosure. If, provided that the Employee has used
                                            reasonable efforts to obtain assurances that confidential treatment will be afforded such
                                            information, the Employee is nonetheless required by Legal Process to disclose any Confidential
                                            Information, the Employee may only disclose such Confidential Information that it is required
                                            by law to be disclosed.



 


	5.9	Limitation.
                                            The provisions of this Article 5 shall not prevent the Employee, following the termination
                                            of this Agreement, from providing his services to other companies, including companies working
                                            in the same general business as the Corporation.



 


	6.	INTELLECTUAL
  PROPERTY OF THE CORPORATION




 


	6.1	Corporation’s
                                            Rights. The Employee affirms and agrees that all right, title, and interest in or to
                                            any and all of the work product of the Employee is and shall be the property of the Corporation.



 


	6.2	Disclosure.
                                            The Employee agrees to promptly disclose to the Corporation all of the work product created
                                            in the performance of his Duties, and to act to preserve the Corporation’s interests
                                            in the same. Regardless of whether this Agreement has been terminated, the Employee agrees
                                            to execute, acknowledge, and deliver any instruments, and to provide whatever other assistance
                                            is required, to confirm the ownership by the Corporation of such rights. No additional compensation
                                            shall be paid to the Employee in respect of any of the matters referred to in this Section
                                            6.2.



 






    	 



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	6.3	No
                                            Rights. Nothing in this Agreement shall be construed to grant to the Employee any express
                                            or implied option, license or other rights, title or interest in or to the Confidential Information
                                            or other property of the Corporation.



 


	7.	TERMINATION




 


	7.1	Termination
  by the Corporation. The Corporation may terminate this Agreement in the following circumstances:




 


		(a)	For
                                            Cause. At any time by the Corporation forthwith, without notice and without pay in lieu
                                            of notice, for Cause;



 


		(b)	Death.
                                            Automatically upon the death of the Employee;



 


		(c)	Bankruptcy.
                                            Automatically in the event the Employee is subject to any bankruptcy, insolvency or other
                                            similar proceeding;



 


		(d)	Disability.
                                            At any time by notice in writing from the Corporation to the Employee if the Employee shall
                                            become permanently disabled; for the purposes hereof, the Employee shall be deemed to be
                                            permanently disabled immediately following any period of 60 consecutive calendar days during
                                            which the Employee is prevented from performing his duties for more than 30 calendar days
                                            in the aggregate by reason of illness or mental or physical disability despite reasonable
                                            accommodation efforts of the Corporation; or



 


		(e)	Without
                                            Cause. At any time, upon (i) payment by the Corporation to the Employee of a lump sum
                                            equal to three (3) month’s Base Salary less statutory/payroll deductions as well as
                                            any unaccounted advances or other monies due to the Corporation by the Employee (the “Notice
                                            Payment”), (ii) notice to the Employee that this agreement will terminate ninety
                                            (90) calendar days from the date of such notice, with confirmation that the Employee will
                                            continue to perform and be compensated for the Duties hereunder in accordance with the terms
                                            of this Agreement for such 90 day period, or (iii) some combination of (i) and (ii), all
                                            at the sole discretion of the Corporation. In the event of (i) or (iii), should the Employee
                                            secure alternative employment during the said 90-day period the Employee shall reimburse
                                            the pro rated portion of the Notice Payment to the Corporation; otherwise the Employee shall
                                            not be required to mitigate.



 


	7.2	Termination
                                            by the Employee. The Employee may only terminate this Agreement by providing no less
                                            than ninety (90) calendar days’ written notice to the Corporation. In the event the
                                            Employee provides such notice to the Corporation, the Employee’s employment shall terminate
                                            on the date the period of such notice period expires, and the Employee shall continue to
                                            devote his best efforts, abilities, knowledge and experience to the faithful and timely performance
                                            of his Duties through to the end of such period. Notwithstanding the foregoing, the Corporation
                                            may at any time following receipt of the Employee’s notice under this Section 7.2 request
                                            that the Employee cease in his Duties on a stated date prior to the expiry of such notice
                                            period, in which case the obligation of the Corporation to compensate the Employee shall
                                            also cease on that date.



 


	7.3	Effect
                                            of Termination. Upon the termination of this Agreement pursuant to Sections 7.1(a) through
                                            (d), the parties expressly agree that the Corporation’s liability to the Employee shall
                                            be limited to all accrued and unpaid portions of the Base Salary due up to the date of termination
                                            as well as any Expenses properly incurred prior to the date of termination, less any advances
                                            against Expenses not accounted for.



 






    	 



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	8.	NOTICE




 


Unless
otherwise permitted by this Agreement, all notices, requests, demands and other communications hereunder shall be in writing and shall
be deemed to have been fully given if personally delivered to the party to whom the notice or other communication is directed or if mailed
by prepaid registered mail on the fifth Business Day after the date on which it is so mailed (provided that if there is an interruption
in the regular postal service during such period arising out if a strike, lockout, work slow-down or similar labour dispute in the postal
system, all days during which such interruption occurs shall not be counted:


 


Notice
to the Corporation:


 


VISION
HYDROGEN CORPORATION


95
Christopher Columbus Drive


16th
Floor


Jersey
City, NJ 07302


Attention:
Chef Executive Officer


ahromyk@firstfinance.com


 


With
a copy to the Company’s Board of Directors:


 


c/o
SICHENZIA ROSS FERENCE LLP


1185
6th Ave Floor 31


New
York, NY 10036


trose@srf.law


 


Notice
to the Employee:


 


MATT
HIDALGO


 


or
to such other address as each party may from time to time notify the other of in writing. Notices may not be given by facsimile.


 


	9.	MISCELLANEOUS




 


	9.1	Entire
                                            Agreement. This Agreement contains the entire understanding and agreement between the
                                            parties and supersedes all prior communications, representations and agreements whether verbal
                                            or written between the parties with respect to the subject matter hereof. This Agreement
                                            may be amended or modified only by written instrument signed by all parties hereto.



 


	9.2	Survival.
                                            The rights and obligations of the parties set out under Articles 4, 5, 6, 8 and 9 of this
                                            Agreement survive the termination of this Agreement insofar as is necessary to give full
                                            effect to the terms hereof.



 


	9.3	Governing
                                            Law. The provisions of this Agreement shall be governed by and interpreted exclusively
                                            in accordance with the laws of the State of New York. The parties irrevocably attorn to the
                                            exclusive jurisdiction of the Courts of New York, siting in Manhattan, with respect to any
                                            legal proceedings arising here from.



 


	9.4	Independent
                                            Legal Advice. The Corporation has obtained legal advice concerning this Agreement and
                                            has requested that the Employee obtain independent legal advice with respect to this Agreement.
                                            The Employee hereby represents and warrants to the Corporation that it has been advised to
                                            obtain independent legal advice, and that prior to the execution of this Agreement he has
                                            obtained independent legal advice or has, in his discretion, knowingly and willingly elected
                                            not to do so.



 


	9.5	Severability.
                                            The invalidity or unenforceability of any particular provision of this Agreement shall not
                                            affect any other provision thereof, and this Agreement shall be construed as though such
                                            invalid or unenforceable provision were omitted.



 



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IN
WITNESS WHEREOF the parties have executed this Agreement with effect from the date first written above.


 


	 	VISION
    HYDROGEN CORPORATION
	 	 
	 	Per:	/s/
    Andrew Hromyk
	 	 	Andrew
    Hromyk, CEO




 


	SIGNED,
    SEALED AND DELIVERED	)	 
	in
    the presence of	)	 
	 	)	 
	 	)	 
	 	)	/s/
    Matthew Hidalgo
	Witness	)	MATTHEW
    HIDALGO




 




    	 



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Schedule
“A” 


Vision
Hydrogen Corporation


CFO
and Corporate Secretary – Scope of Duties


 


This
Scope of Duties is in addition to and not in derogation of the duties, responsibilities and other terms of employment provided in the
Employment Agreement to which this Schedule “A” is attached. 


 


Overview


 


The
CFO shall manage and oversee the accounting, regulatory and financial reporting of Vision Hydrogen Corporation (the “Corporation”).
The scope of the CFO’s day-to-day activities shall primarily be recording all financial transactions and complying in a timely
manner with all of the Corporation’s regulatory, disclosure and compliance requirements. In addition, the CFO will oversee and
facilitate all monthly quarterly and annual financial reporting.


 


The
Corporate Secretary shall maintain in the Corporation’s dataroom all corporate records including all shareholder and director minutes,
meeting materials, registers and such other records as are required by applicable law and best corporate practice, from inception. Materials
shall be properly indexed and cross referenced, when applicable.


 


The
CFO/Corporate Secretary shall report to the CEO or such other person(s) as designated by the CEO.


 


Bookkeeping
& Accounting


 


The
CFO will by June 1, 2022 transition the Corporation’s accounting package to a centralized system that can accommodate bank feeds
and consolidated reporting by hosting all subsidiary accounts on a single online accounting package. Currently the Corporation is anticipating
using XERO as its consolidated accounting package for all corporate entities. The Corporation shall hire a certified XERO specialist
to set-up and migrate the accounting data, which process will be managed by the CFO.


 


Bookkeeping
and accounting duties shall include:


 


		●	Administration
                                            and input of A/P (including expense reports)
		●	Bi-weekly
                                            Batch payment processing
		●	Monthly
                                            bank reconciliations
		●	Month/quarter-end
                                            accruals and journal entries
		●	Oversee
                                            all other accounting system management and functionality
		●	Ensure
                                            all intercompany account balances are maintained and reconciled
		●	Other
                                            regular accounting functions and internal reporting as may be required
		●	Ensure
                                            accounting controls are maintained



 


Financial
Reporting (External)


 


External
Financial Reporting duties shall include:


 


		●	Liaise
                                            with corporate auditors for quarterly 10Q and annual 10K
		●	Prepare
                                            quarter-end consolidated working papers and review/audit support
		●	Oversee
                                            audit and quarterly review process on behalf of consolidation group
		●	Prepare
                                            draft 10K and 10Q in conjunction with senior management and counsel review
		●	Ensure
                                            timely filing of the above as well as any other regulatory reports as may be required



 






    	 



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Treasury
Functions


 


		●	Set-up
                                            and maintain bank accounts for the Corporation, as directed
		●	Set-up
                                            and approve banking transactions as may be required
		●	Ensure
                                            safe-guard of cash assets by maintaining relevant internal controls including a minimum of
                                            two signatures for withdrawing or transferring any funds from any accounts with a balance
                                            in excess of $50,000.
		●	Maintain
                                            monthly and quarterly cashflow estimates and provide updates as requested



		○	Note:
                                            Subsidiary cash requirements shall be supplied in a pre-approved format



 


Regulatory
and Other Functions


 


Duties
shall include:


 


		●	Maintain
                                            a schedule of regular and monitor for adhoc all statutory reporting requirements
		●	Prepare
                                            initial drafts of and liaise with corporate counsel for review of all SEC reports and other
                                            reporting documents
		●	Oversee
                                            tax specialists for preparing and filing returns
		●	Liaise
                                            with transfer agent and support regulatory or shareholder transfers/filings
		●	Ensure
                                            all exchange filing requirements (OTC or other) are maintained and in full compliance
		●	Coordinate
                                            board and audit committee communications as instructed, includ9ng invitation, agendas, minutes
                                            and
		●	Maintain,
                                            as requested, suitable email communications and file storage structures for the Corporation’s
                                            team members
		●	Prepare,
                                            as requested, financial projections for the Corporation
		●	Such
                                            other duties as may be assigned by the Board and consistent with the role of CFO and Corporate
                                            Secretary