Exhibit 10.1


 


EMPLOYMENT AGREEMENT


(John A. Ollet)


 


This EMPLOYMENT
AGREEMENT (“Agreement”), dated as of the 12th day of December, 2016, by and between Vapor Corp., a Delaware
corporation (“Company”), and John A. Ollet (“Executive”).


 


RECITALS


 


WHEREAS,
Company wishes to retain the services of Executive and Executive desires to enter into this Agreement to become effective on 12th
(“Effective Date”).


 


WHEREAS, the
parties have agreed to enter into this Agreement and, pursuant thereto, Executive shall serve as the Chief Financial Officer (“CFO”)
of Company effective as of the Effective Date.  


 


NOW, THEREFORE,
In consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement and other good
and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1.            Employment.


 


(a)          Employment
Period.  Subject to the terms and conditions set forth herein and unless sooner terminated as hereinafter provided,
Company shall employ Executive and Executive agrees to serve as an employee of Company for a three-year period, commencing on the
Effective Date hereof (the “Employment Term”).  For purposes of this Agreement, the Employment Term
and any renewal term thereof are collectively referred to herein as the “Employment Period.”


 


(b)          Duties
and Responsibilities.  During the Employment Period, Executive shall serve as the Chief Financial Officer. In
such role, Executive shall have such authority and responsibility and perform such duties as may be assigned to him from time to
time by the Board of Directors of Company (the “Board”), and in the absence of such assignment, such duties
as are customary to Executive’s office and as are necessary or appropriate to the business and operations of Company and
its subsidiaries. During the Employment Period, Executive’s employment shall be full time, Executive shall perform his duties
honestly, diligently, in good faith and in the best interests of Company and its subsidiaries, and Executive shall use his best
efforts to promote the interests of Company and its subsidiaries.


 


2.            Compensation.


 


(a)          Base
Salary.  In consideration for Executive’s services hereunder and the restrictive covenants contained herein,
Executive shall be paid an annual base salary as follows: Year 1 of the Employment Term: $180,000; Year 2 of the Employment Term:
$190,000; and Year 3 of the Employment Term: $200,000 (the “Salary”), which salary shall be payable


 




    	 	 	 



     


    

 


commencing as of date
hereof and shall be payable in accordance with Company’s customary payroll practices.  


 


(b)          Incentive
Stock Options.  Vapor hereby agrees to grant to Executive, pursuant to the Company’s standard grant agreement,
options to purchase 1,000,000,000 shares of Vapor common stock (as adjusted pursuant to any stock split or reorganization) at an
exercise price of $0.0001, vesting as follows, and contingent on Executive being employed in good standing by Company as of the
date the options vests (each, a “Vesting Date”):


 


	Vesting
    Date	 	Options
    Vested
	 	 	 
	May 15, 2017:	 	Options for 250 million shares
	November 15, 2017:	 	Options for 250 million shares
	May 15, 2018:	 	Options for 250 million shares
	November 15, 2018:	 	Options for 250 million shares


 


Executive will be entitled to future Incentive
Stock Option grants comparable with the grants which will be issued to the other Named Executives of the Company based on
performance, position and tenure.


 


(c)          Bonus.  Bonuses
and other incentives not expressly set forth in this Agreement shall be at the exclusive discretion of Company comparable with
the Bonuses and other incentives received by the other Named Executives of the Company based on performance, position and tenure.


 


(d)          Signing
Bonus.  At the time of this offer, the executive will be issued a one-time signing bonus in the amount of $5500.00.  
This shall be paid within the first 30 days of his employment.  


 


(e)          Vacations.  Executive
shall be entitled to no less than fifteen (15) days of vacation on an annual basis during the Term with additional paid vacation
time being accrued in accordance with Company’s vacation policy.  Per the policy, vacation time does NOT carry
over year over year.


 


(f)          Other
Benefits.  During the term of this Agreement, Executive shall be entitled to participate in the health and dental
insurance plans of Company and any life insurance programs, disability programs, pension plans and other fringe benefit plans and
programs as are from time to time established and maintained for the benefit of Company’s employees or officers, subject
to the provisions of such plans and programs.  At time of this offer, this executive role of the Company is provided
with 100% coverage for the health insurance plan (that include medical, dental, and vision).  


 


(g)          Expenses.
Executive shall be reimbursed for all out-of-pocket expenses reasonably incurred by him on behalf of or in connection with the
business of Company, pursuant to the normal standards and guidelines followed from time to time by Company.  Certain
guidelines according to company policy may apply.


 




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3.            Termination.


 


(a)          For
Cause.  Company shall have the right to terminate this Agreement and to discharge Executive for Cause (as defined
below), at any time during the Employment Period. Termination for “Cause” shall mean, during the Employment
Period, (i) Executive’s conduct that would constitute under federal or state law either a felony or any other criminal offense
involving dishonesty or moral turpitude, (ii) after a determination by the Board, after consideration of all available information
and following the procedures set forth below, that Executive has willfully and materially violated Company policies or procedures
involving discrimination, harassment, substance abuse, workplace violence or use of confidential information, (iii) Executive’s
negligence or misconduct in the performance of his duties hereunder that has a material and adverse effect on Company, (iv) a material
breach by Executive of this Agreement or a material failure on the part of Executive to perform his obligations or duties hereunder
or (v) Executive’s inability to perform his duties and responsibilities as provided herein due to his death or Disability
(as defined herein).  Any termination for Cause pursuant to this Section shall be delivered to Executive in writing and
shall set forth in detail all acts or omissions upon which Company is relying to terminate Executive for Cause.  Except
as otherwise specifically set forth herein, if Executive is terminated for Cause, Executive shall only be entitled to receive his
accrued and unpaid Salary, and all unused vacation time accrued, any declared bonus and other benefits through the termination
date and Company shall have no further obligations under this Agreement from and after the date of termination.  “Disability”
shall mean any mental or physical illness, condition, disability or incapacity which prevents Executive from reasonably discharging
his duties and responsibilities under this Agreement for a period of ninety (90) days in any one hundred eighty (180) day period.


 


(b)          Termination
by Executive.  If Executive shall resign or otherwise terminate his employment with Company at any time during
the term of this Agreement, Executive shall only be entitled to receive his accrued and unpaid Salary and all unused vacation time
accrued , any declared bonus and other benefits through the termination date and Company shall have no further obligations under
this Agreement from and after the date of termination.


 


(c)          Termination
by Company Without Cause.  At any time during the term of this Agreement, Company shall have the right to terminate
this Agreement and to discharge Executive without Cause effective upon delivery of written notice to Executive. Upon any such termination
by Company without Cause, Company shall pay to Executive (i) all of Executive’s accrued but unpaid Salary and all unused
vacation time accrued through the date of termination and any declared bonus and (ii) any amount required pursuant to Section 3(e).


 


(d)          Death
of Executive.  In the event of the death of Executive, the employment of Executive by Company shall automatically
terminate on the date of Executive’s death and Company shall be obligated to pay Executive’s estate Executive’s
accrued and unpaid Salary, any declared but unpaid bonus and other benefits through the termination date.  Other than
as set forth in the preceding sentence, Company shall have no further obligations under this Agreement from and after the date
of termination due to the death of Executive.


 


(e)          Severance.  If
Executive’s employment by Company is terminated by Company without Cause, then (A) this Agreement shall be deemed to be terminated
as of the


 




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date Executive ceases
to be employed by Company and (B) Executive shall be entitled to (i) receive any unpaid Salary and bonus and (ii) continue to receive
Executive’s then Salary for the applicable Severance Period (as defined below) following the effective date of such termination
(which shall be paid in arrears in accordance with Company’s general payroll practices, over the applicable period commencing
on the date of such termination and subject to withholding and other appropriate deductions).  As a condition to receiving
such payments relating to periods following the date of such termination, Executive must sign, deliver, and not revoke a release
in the form attached hereto as Exhibit A, such that it has become effective and enforceable as a condition to any payment
pursuant to this Section 4(e).  “Severance Period” shall mean either (i) initially three
(3) months or (ii) after the first anniversary of the Effective Date, one month for each every four (4) months that Executive has
been employed by the Company pursuant to this Agreement.


 


4.            Restrictive
Covenants.  In consideration of his employment and the other benefits arising under this Agreement, Executive
agrees that during the Employment Period, and for one (1) year following the termination of this Agreement, Executive (or any affiliate)
shall not directly or indirectly:


 


(a)          for
any reason, (i) induce any material customer or supplier of Company or any of its subsidiaries or affiliates to patronize or do
business with any business directly or indirectly in competition with the businesses conducted by Company or any of its subsidiaries
or affiliates in any market in which Company or any of its subsidiaries or affiliates does business; (ii) canvass, solicit or accept
from any material customer or supplier of Company or any of its subsidiaries or affiliates any such competitive business; or (iii)
request or advise any material customer, supplier or other provider of services to Company or any of its subsidiaries or affiliates
to withdraw, curtail or cancel any such customer’s, supplier’s or provider’s business with Company or any of
its subsidiaries or affiliates; or


 


(b)          for
any reason, employ, or knowingly permit any company or business directly or indirectly controlled by him, to employ, any person
who was employed by Company or any of its subsidiaries or affiliates at or within the prior one (1) year, or in any manner seek
to induce any such person to leave his or her employment.


 


5.            Specific
Performance; Injunction.  The parties agree and acknowledge that the restrictions contained in Section 4 are
reasonable in scope and duration and are necessary to protect Company or any of its subsidiaries or affiliates.  If any
provision of Section 4 as applied to any party or to any circumstance is adjudged by a court to be invalid or unenforceable, the
same shall in no way affect any other circumstance or the validity or enforceability of any other provision of this Agreement.  If
any such provision, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered
thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of
such provision, and/or to delete specific words or phrases, and in its reduced form, such provision shall then be enforceable and
shall be enforced.  Executive agrees and acknowledges that the breach of Section 4 or Section 6 will cause irreparable
injury to Company or any of its subsidiaries or affiliates and upon breach of any provision of such Sections, Company or any of
its subsidiaries or affiliates shall be entitled to injunctive relief, specific performance or other equitable relief, without
being required to post a bond; provided, however,


 




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that, this shall in no
way limit any other remedies which Company or any of its subsidiaries or affiliates may have (including, without limitation, the
right to seek monetary damages).


 


6.            Confidentiality.  Executive
agrees that at all times during and after the Employment Period, Executive shall (i) hold in confidence and refrain from disclosing
to any other party all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential
nature, of or concerning Company and its subsidiaries, their business and operations, and all files, letters, memoranda, reports,
records, computer disks or other computer storage medium, data, models or any photographic or other tangible materials containing
such information (“Confidential Information”), including without limitation, any sales, promotional or marketing
plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new geographic and/or
product markets), and any customer or supplier lists, (ii) use the Confidential Information solely in connection with Executive’s
employment with Company and for no other purpose, (iii) take all precautions necessary to ensure that the Confidential Information
shall not be, or be permitted to be, shown, copies or disclosed to any third parties, without the prior written consent of Company,
and (iv) observe all security policies implemented by Company from time to time with respect to the Confidential Information.  In
the event that Executive is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding or otherwise,
Executive shall provide Company with prompt notice of such request or order so that Company may seek to prevent disclosure.  In
the case of any disclosure, Executive shall disclose only that portion of the Confidential Information that Executive is ordered
to disclose.


 


7.            Notices.  All
notices, requests, demands, claims and other communications hereunder shall be in writing and shall be deemed given if delivered
by hand delivery, by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery or facsimile transmission
if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight
delivery to, the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall
designate in writing to the other parties): (a) if to Company, at its principal executive offices, addressed to the President,
with a copy to Martin T. Schrier, Cozen O’Connor, 200 South Biscayne Blvd., Suite 4410, Miami, Florida 33131; and (b) if
to Executive, at the address listed on the signature page hereto.


 


8.            Amendment;
Waiver.  This Agreement may not be modified, amended, or supplemented, except by written instrument executed
by all parties.  No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement
shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise
of any other right, power or privilege.  No waiver of any breach of any provision shall be deemed to be a waiver of any
preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between
the parties.


 


9.            Assignment;
Third Party Beneficiary.  This Agreement, and Executive’s rights and obligations hereunder, may not be
assigned or delegated by him.  Company may assign its rights, and delegate its obligations, hereunder to any affiliate
of Company, or any successor to Company, specifically including the restrictive covenants set forth in Section 4 hereof.  The


 




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rights and obligations
of Company under this Agreement shall inure to the benefit of and be binding upon its respective successors and assigns.


 


10.         Severability;
Survival.  In the event that any provision of this Agreement is found to be void and unenforceable by a court
of competent jurisdiction, then such unenforceable provision shall be deemed modified so as to be enforceable (or if not subject
to modification then eliminated herefrom) to the extent necessary to permit the remaining provisions to be enforced in accordance
with the parties intention.  The provisions of Sections 4 and 6 will survive the termination for any reason of Executive’s
relationship with Company.


 


11.         Governing
Law.  This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State
of Florida applicable to contracts executed and to be wholly performed within Florida.


 


12.         Construction.  This
Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party.  The
parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their respective
attorneys and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall
not apply in the interpretation of this Agreement.


 


13.         Withholding.  All
payments made to Executive shall be made net of any applicable withholding for income taxes and Executive’s share of FICA,
FUTA or other taxes. Company shall withhold such amounts from such payments to the extent required by applicable law and remit
such amounts to the applicable governmental authorities in accordance with applicable law.


 


14.         Attorneys’
Fees.  In the event any legal proceeding is brought to enforce or interpret any part of this Agreement, the prevailing
Party in such legal proceeding shall be entitled to an award of reasonable attorneys’ fees and costs incurred by the prevailing
Party in such legal proceeding, at the trial level and at the appellate level and whether or not such proceeding is prosecuted
to final judgment.  


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement effective as of the date first above written.


 


	 	Vapor Corp.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Christopher Santi
	 	 	Name: Christopher Santi
	 	 	Title: President
	 	 	 
	 	Executive:
	 	 
	 	/s/ John A. Ollet
	 	Name: John A. Ollet
	 	 
	 	Address for Notices:
	 	2695 SW 113th Ave
	 	Miami, FL 33165
	 	 


 




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Exhibit A


 


Release


 


1.          Release.  I,
John A. Ollet, do hereby release and discharge Vapor Corp. and each of its parent companies, subsidiaries, each of the respective
direct and indirect equity owners of any of the foregoing, each of the respective Affiliates of any of the foregoing, and each
of the respective officers, directors, members, managers, partners, equity owners, employees, representatives and agents of any
of the foregoing (collectively, the “Employer Affiliates”, and each an “Employer Affiliate”)
from any and all claims, demands or liabilities whatsoever, known or suspected to exist by me, which I ever had or may now have
against any Employer Affiliate, from the beginning of time to the Effective Date (as defined below), including, without limitation,
any claims, demands or liabilities in connection with my employment, including wrongful termination, constructive discharge, breach
of express or implied contract, unpaid wages, benefits, attorneys’ fees or pursuant to any federal, state, or local employment
laws, regulations, or executive orders prohibiting inter alia, age, race, color, sex, national origin, religion, handicap,
veteran status, and disability discrimination, including, without limitation, the Age Discrimination in Employment Act, Title VII
of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act of 1990, and any similar state statute or any state statute relating
to employee benefits or pensions but specifically excluding claims, demands or liabilities related to my ownership of equity in
Holdings or for indemnification in connection with my service as a director or officer of Company or any of its Affiliates.  I
fully understand that if any fact with respect to which this Release is executed is found hereafter to be other than or different
from the facts believed by me to be true, I expressly accept and assume the risk of such possible difference in fact and agree
that the release set forth herein shall be and remain effective notwithstanding such difference in fact. I acknowledge and agree
that no consideration other than as provided for by the Employment Agreement has been or will be paid or furnished by any Employer
Affiliate.


 


2.          Covenant
Not to Sue.  I covenant and agree never, individually or with any person or in any way, to commence, aid in any way,
prosecute or cause or permit to be commenced or prosecuted against any Employer Affiliate any action or other proceeding, including,
without limitation, an arbitration or other alternative dispute resolution procedure, based upon any claim, demand, cause of action,
obligation, damage, or liability that is the subject of this Release.  I represent and agree that I have not and will
not make or file or cause to be made or filed any claim, charge, allegation, or complaint that is the subject of this Release,
whether formal, informal, or anonymous, with any governmental agency, department or division, whether federal, state or local,
relating to any Employer Affiliate in any manner, including without limitation, any Employer Affiliate’s business or employment
practices. I waive any right to monetary recovery should any administrative or governmental agency or entity pursue any claim on
my behalf.


 


3.          Indemnification.  I
agree to indemnify and hold each Employer Affiliate harmless from and against any and all claims, including each Employer Affiliate’s
court costs and reasonable attorneys’ fees actually incurred, arising from or in connection with any claim, action, or other
proceeding made, brought, or prosecuted, or caused or permitted to be commenced or prosecuted, by me, my successor(s), or my assign(s)
contrary to the provisions of this Release.  It


 




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is further agreed that this Release shall
be deemed breached and a cause of action accrued thereon immediately upon the commencement of any action contrary to this Release,
and in any such action this Release may be pleaded by the Employer Affiliates, or any of them, both as a defense and as a counterclaim
or cross-claim in such action.


 


4.          Important
General Provisions.  If any provisions of this Release is held to be invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall not affect the validity
and enforceability of the other provisions of this Release, and the provision held
to be invalid or unenforceable shall be modified by the court finding such provisions invalid or unenforceable so that as revised
the provision shall comply with the original terms and intent as nearly as possible and in such revised form shall be valid and
enforceable.  The provisions of this Release shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware,
both substantive and remedial.  The undersigned hereby waives trial
by jury in any judicial proceeding involving, directly or indirectly,
any matter (whether in tort, contract
or otherwise) in any way arising out of, related to, or connected hereto,
the Employment Agreement or this Release.


 


5.          Right
to Consult Attorney.  I ACKNOWLEDGE THAT I HAVE BEEN ADVISED, IN WRITING, TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING
THIS RELEASE.


 


6.          Waiver
of Claims.  Pursuant to the Older Workers Benefit Protection Act (“OWBPA”), which applies to the
waiver of rights under the Age Discrimination in Employment Act, I hereby state that I have had a period of 21 calendar days from
the date I was presented with this Release within which to consider this Release and my decision to execute the same, that I have
carefully read this Release, that I have had the opportunity to have it reviewed by an attorney, that I fully understand its final
and binding effect, that the only promises made to me to sign this Release are those stated in this Release and the Employment
Agreement, and that I am signing voluntarily with the full intent of releasing the Employer Affiliates of all claims subject to
this Release.  I acknowledge that I shall have a period of seven calendar days following my execution of this Release
to revoke this Release.  This Release, including any obligation to pay severance under the Employment Agreement, shall
not become effective if I timely exercise this right of revocation.  To be effective, any such notice of revocation must
be in writing, and must be received within said seven day period.  This Release shall become effective upon expiration
of said revocation period, if I have not prior thereto exercised my right of revocation (the “Effective Date”).


 


	 	 
	Name: John A. Ollet	 
	 	 
	Date:	 


 




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