Exhibit 10.1


 


 


PROPELL
TECHNOLOGIES GROUP, INC.


 


AMENDED
EMPLOYMENT AGREEMENT


 


This
Employment Agreement (this "Agreement"), made effective as of December 31, 2016 (the "Effective Date"),
by and between PROPELL TECHNOLOGIES GROUP, INC., a corporation organized under the laws of the State of Delaware with offices
located at 10655 Bammel North Houston, Suite 100, Houston, TX 77086 (the "Company"), its subsidiaries, successors
and assigns (collectively, "Related Entities") and C. BRIAN BOUTTE, an individual (the "Executive").


 


RECITALS


 


A.       The
Company desires to continue employing Executive as its Chief Executive Officer of the Company on the terms and conditions hereinafter
set forth; and


 


B.       Executive
desires to be employed by the Company as its Chief Executive Officer and to perform and to serve the Company on the terms and
conditions hereinafter set forth.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of the premises and of the mutual promises, agreements and covenants set forth herein, the patties
hereto agree as follows:


 


		1.	Employment.



 


(a)       Duties.
The Company hereby agrees to employ Executive, and Executive hereby accepts such employment, as the Chief Executive Officer of
the Company. In his role as Chief Executive Officer of the Company, Executive shall perform and be responsible for such duties
and functions commensurate with such title as may be directed from time to time by the Board of Directors (the "Board")
of the Company. Executive agrees that he shall, during theterm ofthis Agreement, except during reasonable vacation periods, periods
of illness and the like, devote all of his business time attention and ability to his duties and responsibilities hereunder. Executive
acknowledges that he may be required to travel to Company and/or customer sites at locations outside of Houston, Texas as part
of his duties as Chief Executive Officer of the Company.


 


(b)       Term.




 


(i)       The
term of this Agreement and Executive's employment period shall be for a term commencing on the date of this Agreement and ending
on the six-month anniversary of the Effective Date (the "Employment Period").


 


(ii)       Notwithstanding
anything contained herein to the contrary, (A) Executive's employment with the Company may be terminated by the Company or Executive
during the Employment Period, subject to the terms and conditions of this Agreement; and (B) nothing in this Agreement shall mandate
or prohibit a continuation of Executive's employment following the expiration of the Employment Period upon such terms and conditions
as the Board and Executive may mutually agree.


 


(iii)       If
Executive's employment with the Company is terminated, for purposes of this Agreement, the term "Unexpired Employment Period"
shall mean the period commencing on the date of such termination and ending on the last day of the Employment Period.


  




     


     


    

 


		2.	Compensation.



 


(a)       Salary.
Executive shall receive an annual base salary of One Hundred Sixty Five Thousand Dollars ($165,000). The annual base salary payable
to Executive pursuant to this Section 2(a), which may be increased but not decreased by the Board or the Compensation Committee
of the Board, as the case may be, shall be hereinafter referred to as the "Annual Base Salary."


 


(b)       Annual
Bonus. The Executive shall be eligible for an annual performance bonus of up to fifty-five percent (55%) of his base salary payable
in cash or equity. Any bonus that may be awarded, if any, will be based upon key performance indicators mutually agreed to by
the Executive and the Compensation Committee, if any, and the Board of Directors of the Company, the "Annual Bonus".
Any Annual Bonus for a given fiscal year shall be payable upon the terms approved by the Board of Directors of the Company or
the Compensation Committee, which shall be obtained by the Company on or about December 31 of such year.


 


(c)       Stock
Options. The Executive's previously received options to purchase Three Million (3,000,000) shares of the Company's common stock
at an exercise price of 8 cents, will commence vesting as to One Million (1,000,000) options on 31 December 2016, One Million
(1,000,000) options on 31 December 2017 and One Million (1,000,000) options on 31 December 2018, provided Executive is still employed
by the Company as of such dates. All such vested options will remain exercisable for a period of five (5) years from the Effective
Date unless otherwise stated in this Amended Agreement. Notwithstanding the foregoing vesting schedule, in the event of a change
of control (as defined in the next sentence) after 31 December 2016, all shares subject to the option shall immediately vest and
become exercisable. Change of Control shall be defined as a sale of all or substantially all of the Company's assets, or any merger
or consolidation of the Company with or into another corporation other than a merger or consolidation in which the holders of
more than 50% of the shares of capital stock of the Company outstanding immediately prior touch transaction continue to hold (either
by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more
than 50% of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding
immediately after such transaction. If the Executive's employment is terminated (i) by the Company "Without Cause" as
defined in Section 3(a)(v); (ii) by Executive for "Good Reason" as defined in Section 3(a)(iv); or (iii) for Death or
Disability as defined in Section 3(a)(iii), at any time after 31 December 2016, all shares subject to the option shall immediately
vest and Executive shall have ninety days (90) days from the date of termination to exercise any vested options. If Executive's
employment is terminated for "Cause" as defined in Section 3(a)(i) or "Without Good Reason" as defined in
Section 3 (a)(vi), Executive shall have thirty (30) days from the date of termination to exercise any vested options.


 


(d)       Reimbursement
of Business Expenses. The Company shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred by him
pursuant to his employment hereunder during the Employment Period, including, but not limited to, all reasonable travel and entertainment
expenses for travel assignments outside of Houston, Texas; however, Executive shall not be entitled to any reimbursement for travel
expenses incurred for travel within Houston, Texas except as set forth in clause of Section 2(e) below. Executive may only obtain
reimbursement under this Section 2(d) upon submission of such receipts and records as may be initially required by the Board and,
thereafter, as may be required under the reimbursement policies established by the Company; provided, however, that any expense
that exceeds $1,000 shall require pre-approval by the Board. Notwithstanding the foregoing, Executive shall be permitted to charge
reasonable expenses delineated in this Section 2(d) to Company charge cards or other credit accounts made available to Executive
by the Board.


 


(e)       Additional
Benefits; General Rights. During the Employment Period, Executive shall be entitled to:


 


(i)       participate
in all employee stock option, pension, savings, and other similar benefit plans of the Company as the Company may designate from
time to time;


 


(ii)       participate
in all welfare plans established by the Company such as life insurance, medical, dental, disability, and business travel accident
plans and programs as the Company may designate from time to time and until such time as the Company establishes its own health
plan, reimbursement of Executive's medical and dental insurance payments;


 






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(iii)       five
weeks paid vacation per year without opportunity to carry forward to subsequent years unused vacation;


 


(iv)       provision
of a car to Executive that is leased by the Company, payment by the Company for expenses incurred for tolls and gas paid by Executive
in the performance of his duties and payment by the Company of all car maintenance expenses and expenses for car repairs incurred
by Executive including required car insurance; provided that the monthly car lease payments shall not exceed $500;


 


(v)        up
to $100 per month for reimbursement of cell phone expenses;


 


(vi)       a
contribution to Executive's 401K plan of up to five percent (5%) of Executive's withholdings per year upon implementation of such
a plan;


 


(vii)       the
standard of travel for Executive for all travel on behalf of the Company shall be business class; and


 


(viii)     any
other benefits provided by the Company to its executive officers.


 


(f)       Director
and Officer Insurance. The Company shall maintain director and officer insurance in an amount of no less than $3,000, 000 of coverage
per incidence.


 


		3.	Termination of Employment; Events
                                         of Termination.



 


(a)       This
Agreement may be terminated during the Employment Period under the following circumstances:


 


(i)       Cause.
Executive's employment hereunder shall terminate for "Cause" thirty (30) days after the date the Company shall have
given Executive notice of the termination of his employment for "Cause", unless a cure period applies, in which case
the termination date may not precede the expiration date of the applicable cure period. For purposes of this Agreement "Cause"
shall mean acts of embezzlement or misappropriation of funds or fraud; conviction of a felony or other crime involving moral turpitude;
a material violation by the Executive of any provision of this Agreement including willful failure to perform assigned tasks,
willful and unauthorized disclosure of material confidential information belonging to the Company or entrusted to the Company
by a client, being under the influence of drugs (other than prescription medicine or other medically-related drugs to the extent
that they are taken in accordance with their directions) during the performance of the Executive's duties under this Agreement;
engaging in behavior that would constitute grounds for liability for harassment (as proscribed by the U.S. Equal
Employment Opportunity Commission Guidelines or any other applicable state or local regulatory body) or other egregious conduct
that violates laws governing the workplace; willful failure to perform his written assigned tasks, where such failure is attributable
to the fault of the Executive which, to the extent it is curable by the Executive, is not cured by Executive within thirty (30)
days of receiving written notice of such violation by the Company.


 


(ii)       Death.
Executive's employment hereunder shall terminate upon his death.


 






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(iii)       Disability.
Executive's "Disability", meaning Executive's incapacity, due to physical or mental illness, which results in Executive
having been absent from fully performing his duties with the Company for a continuous period of more than thirty (30) days or
more than sixty (60) days in any period of three hundred sixty-five (365) consecutive days. In the event that the Company intends
to terminate the employment of Executive by reason of Disability, the Company shall give Executive no less than thirty (30) days'
prior written notice of the Company's intention to terminate Executive's employment. The Executive agrees, in the event of any
dispute hereunder as to whether a Disability exists, and if requested by the Company, to submit to a physical examination in the
state of the Company's Executive offices by a licensed physician selected by mutual agreement between the Company and the Executive,
the cost of such examination to be paid by the Company if it is determined that the Executive does not suffer from a Disability
or the Executive if it is determined that Executive suffer from a Disability. The written medical opinion of such physician shall
be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date when such Disability
arose. lf Executive refuses to submit to appropriate examinations by such physician at the request of the Company, the determination
of the Executive's Disability by the Company in good faith will be conclusive as to whether such Disability exists. This Agreement
shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent that
it is applicable) and any other applicable laws regarding disability.


 


(iv)       Good
Reason. Executive shall have the right to terminate his employment for "Good Reason." This Agreement shall terminate
effective immediately on the date Executive shall have given the Board notice of the termination of his employment with the Company
for "Good Reason." For purposes of this Agreement, "Good Reason" shall mean (A) any material and substantial
breach of this Agreement by the Company, (B) a Change in Control (as defined in Section 2(d) occurs and Executive's employment
is terminated at any time immediately following the Change in Control (C) a reduction in Executive's Annual Base Salary as in
effect at the time in question, or any other failure by the Company to comply with Section 2, hereof, or (D) this Agreement is
not assumed by a successor to the Company.


 


(v)       Without
Cause. The Company shall have the right to terminate Executive's employment hereunder Without Cause subject to the terms and conditions
of this Agreement. In such event, this Agreement shall terminate, effective immediately upon the date on which the Company shall
have given Executive notice of the termination of his employment for reasons other than for Cause or due to Executive's Disability.


 


(vi)       Without
Good Reason. Executive shall have the right to terminate his employment hereunder without Good Reason at any time for any reason
subject to the terms and conditions of this Agreement. This Agreement shall terminate, effective immediately upon the date as
of which Executive shall have given the Board notice of the termination of his employment without Good Reason.


 


(b)       Notice
of Termination. Any termination of Executive's employment by the Company or any such termination by Executive (other than on account
of death) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement
 relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated. In the event of the termination of Executive's employment on account
of death, written Notice of Termination shall be deemed to have been provided on the date of death.


 


		4.	Payments
                                         Upon Termination.



 


(a)       Without
Cause. For Good Reason or Disability. If Executive's employment is terminated by the Company Without Cause or by Executive for
Good Reason, or by the Company due to Executive's Disability at any time Executive, or in the case of Executive's Disability,
Executive's legal representative(assuming Executive's affairs are handled by a representative rather than Executive himself),
shall be entitled to receive from the Company (i) payments in accordance with the Company’s normal payroll policy of an
aggregate amount equal to Sixty Five Thousand Dollars ($65,000) (the "Severance Payment"); and (ii) reimbursement of
expenses incurred prior to date of termination (the "Expense Reimbursement"). Executive shall not be entitled to any
bonuses. Executive's additional benefits specified in Section 2 shall terminate at the time of such termination.


 






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In
the event Executive is terminated by the Company Without Cause or due to Executive's Disability or Executive terminates his employment
with the Company for Good Reason, Executive shall have no duty to mitigate the amount of the payment received pursuant to this
Section 4(a), it being understood that Executive's acceptance of other employment shall not reduce the Company's or the other
Company' obligations hereunder.


 


(b)       Death.
If Executive's employment is terminated due to death of Executive at any time, Executive's estate or beneficiary(s), as the case
may be, shall be entitled to a lump payment in an amount equal to the Severance Payment and Expense Reimbursement. Executive shall
not be entitled to any bonuses. Executive's additional benefits specified in Section 2 shall terminate at the time of such termination.


 


(c)       Termination
With Cause or Without Good Reason. If the Company terminates Executive's employment for Cause or in the event Executive voluntarily
terminates his employment Without Good Reason, Executive shall be entitled to his Annual Base Salary through the date of the termination
of such employment. Executive shall not be entitled to any bonuses. Executive's additional benefits specified in Section 2 shall
terminate at the time of such termination.


 


(d)       Termination
by the Company Upon Change in Control or Company Liquidation. If the Company terminates Executive's employment upon a Change in
Control or liquidation of the Company, Executive shall receive from the Company in one lump sum, payable on the consummation of
the Change in Control or liquidation an amount equal to the Severance Payment and the Expense Reimbursement. Executive shall not
be entitled to any bonuses. In addition, if the Change of Control occurs after 31 December 2016, all of Executive's outstanding
options shall immediately vest upon the consummation of the Change in Control.


 


In
the event Executive is terminated by the Company in connection with a Change in Control which is not approved by the Continuing
Directors of the Company, Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section
4(d), it being understood that Executive's acceptance of other employment shall not reduce the Company's obligations hereunder.


 


 




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(e)       
Conditions. Any payments or benefits made or provided pursuant to Section 4 (other than accrued base salary payments) are subject
to the Executive's (or, in the event of the Executive's death, the beneficiary's or estate's, or in the event of the Executive's
Disability, the guardian's):


 


(i)       compliance
with the provisions of Sections 5, 6 and 7 of this Agreement hereof;


 


(ii)       delivery
to the Company of an executed waiver and general release of any and all known and unknown claims, and other provisions and covenants,
in the form acceptable to the Company (which shall be delivered to the Executive within five (5) business days following the termination
date) (the "General Release") within twenty one (21) days of presentation thereof by the
Company to the Executive (or a longer period of time if required by law), and permitting the General Release to become effective
in accordance with its terms; and


 


(iii)       delivery
to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee
benefit plans effective as of the termination date.


 


Notwithstanding
the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than accrued
base salary) shall not be due until after the expiration of any revocation period applicable to the General Release without the
Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to the Executive within
fifteen (15) days of the expiration of such revocation period without the occurrence of a revocation by the Executive (or such
later date as may be required under Section 16 of this Agreement). Nevertheless (and regardless of whether the General Release
has been executed by the Executive), upon any termination of the Executive's employment, the Executive shall be entitled to receive
any accrued base salary, payable after the date of termination in accordance with the Company's applicable plan, program, policy
or payroll procedures. Notwithstanding anything to the contrary in this Agreement, if any severance pay or benefits are deferred
compensation under Section 409A (as defined below), and the period during which the Executive may sign the General Release begins
in one calendar year and the first payroll date following the period during which the Executive may sign the General Release occurs
in the following calendar year, then the severance pay or benefit shall not be paid or the first payment shall not occur until
the later calendar year.


 


		5.	Confidential
                                         Information.



 


(a)       Executive
agrees that during the course of his employment or at any time thereafter, he will not disclose or make accessible to any other
person, the Company’s products, services and technology, both current and under development, promotion and marketing programs,
lists, trade secrets and other confidential and proprietary business information of the Company or any Related Entities or any
of their clients. Executive agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material
or reproductions thereof from the Company's facilities at any time during his employment by the Company other than to perform
his duties hereunder. Executive agrees immediately to return all such material and reproductions thereof in his possession to
the Company upon request and in any event upon termination of employment.


 


(b)       Except
with prior written authorization by the Company, Executive agrees not to disclose or publish any of the confidential, technical
or business information or material of the Company, its clients or any other party to whom the Company owes an obligation of confidence,
at any time during or after his employment with the Company.


 




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(c)       In
the event that Executive breaches any provisions of this Section 5 or there is a threatened breach, then, in addition to
any other rights which the Company may have, the Company shall be entitled, without the posting of a bond or other security, to
injunctive relief to enforce the restrictions contained herein. In the event that an actual proceeding is brought in equity to
enforce the provisions of this Section 5, Executive shall not urge as a defense that there is an adequate remedy at law, nor shall
the Company be prevented from seeking any other remedies which may be available. In addition, Executive agrees that in the event
that he breaches the covenants in this Section 5, in addition to any other rights that the Company may have, Executive shall be
required to pay to the Company any amounts he receives in connection with such breach. The provisions of this Section 5 s
hall survive termination of this Agreement.


 


(d)       Executive
recognizes that in the course of his duties hereunder, he may receive from the Company or others information which may be considered
" material, non-public information" concerning a public company that is subject to the reporting requirements of the
United States Securities and Exchange Act of 1934, as amended. Executive agrees not to:


 


(i)       Buy
or sell any security, option, bond or warrant while in possession of relevant material, non-public information received from the
Company or others in connection herewith, and


 


(ii)       Provide
the Company with information with respect to any public company that may be considered material, non-public information, unless
first specifically agreed to in writing by the Company.


 


		6.	Inventions
Discovered by Executive.



 


(a)       Executive
shall promptly disclose to the Company any invention, improvement, discovery, process, formula, or method or other intellectual
property, whether or not patentable or copyrightable (collectively, "Inventions"), conceived or first reduced to practice
by Executive, either alone or jointly with others, while performing services hereunder (or, if based on any Confidential Information,
within one (I) year after the Term), (a) which pertain to any line of business activity of the Company, whether then conducted
or then being actively planned by the Company, with which Executive was or is involved; (b) which is developed using time, material
or facilities of the Company, whether or not during working hours or on the Company premises; or (c) which directly relates to
any of Executive's work during the Term, whether or not during normal working hours. Executive hereby assigns to the Company all
of Executive's right, title and interest in and to any such Inventions. During and after the Term, Executive shall execute any
documents necessary to perfect the assignment of such Inventions to the Company and to enable the Company to apply for, obtain
and enforce patents, trademarks and copyrights in any and all countries on such Inventions, including, without limitation, the
execution of any instruments and the giving of evidence and testimony, without further compensation beyond Executive's agreed
compensation during the course of Executive's employment. All such acts shall be done without cost or expense to Executive. Executive
shall be compensated for the giving of evidence or testimony after the term of Executive's employment at the rate of $500/day.
Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive, whether created
alone or jointly with others, related to Executive's employment with the Company and which are protectable by copyright, are "works
made for hire" within the meaning of the United States Copyright Act, 17 U.S.C. (S) 101, as amended, and the copyright of
which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be work not included
in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended, such work is hereby assigned
or transferred completely and exclusively to the Company. Executive hereby irrevocably designates counsel to the Company as Executive's
agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents and copyrights and to enforce the Company's
rights under this Section. This Section 6 shall survive the termination of this Agreement. Any assignment of copyright hereunder
includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to
as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned
under applicable law and to the extent the following is allowed by the Jaws in the various countries where Moral Rights exist,
Executive hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the
absence of such consent. Executive agrees to confirm any such waivers and consents from time to time as requested by the Company.


 






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		7.	Non-Compete;
                                         Non-Solicitation.



 


(a)       Non-Compete.
For a period commencing on the Effective Date and ending one (1) year after the date Executive ceases to be employed by the Company
(the "Non-Competition Period"), Executive shall not, directly or indirectly, own, or permit his name to be used by,
any business which has a plasma pulse technology.


 


(b)       Non-Solicitation.
During the Non-Competition Period , Executive shall not, directly or indirectly (i) induce or attempt to induce or aid others
in inducing anyone working at or for the Company to cease working at or for the Company, or in any way interfere with the relationship
between the Company and anyone working at or for the Company except in the proper exercise of Executive' s authority; or (ii)
in any way interfere with the relationship between the Company and any customer, supplier, licensee or other business relation
of the Company.


 


(c)       Scope.
If, at the time of enforcement of this Section 7, a court shall hold that the duration, scope, area or other restrictions stated
herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions
reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions.


 


(d)       Independent
Agreement. The covenants made in this Section 7 shall be construed as an agreement independent of any other provisions of this
Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of Executive
against the Company or any of its Related Entities, whether or not predicated upon the terms of this Agreement, shall not constitute
a defense to the enforcement of these covenants.


 


8.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. The Company
shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all its assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would
be required to perform if no such succession had taken place. Executive agrees that this Agreement is personal to him and may
not be assigned by him other than by the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by Executive's legal representative.


 


9.       Governing
Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas of
the United States of America without regard to principles of conflict of laws. The State of Texas shall be the exclusive jurisdiction
for any disputes arising under this Agreement and the Parties hereby consent to such jurisdiction.


 


10.       Entire
Agreement. This instrument contains the entire understanding and agreement among the patties relating to the subject matter hereof,
except as otherwise referred to herein, and supersedes all other prior agreements and undertakings, both written and oral, among
the parties with respect to the subject matter hereof. Neither this Agreement nor any provisions hereof may be waived or modified,
except by an agreement in writing signed by the party(ies) against whom enforcement of any waiver or modification is sought.


 






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11.       Severability.
In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, or to any
extent, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.


 


12.       Notices.
Any notice required or permitted to be given under the provisions of this Agreement shall be in writing and delivered by courier
or personal delivery, facsimile transmission (to be followed promptly by written confirmation mailed by certified mail as provided
below) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:


 


	 	If to the Company:	10655 Bammel North Houston


Suite 100


Houston, TX 77086


	 	 	 
	 	If
        to Executive:




	15902 Huffmeister Rd.


Cypress, TX 77429


	 	 	 






 





If
delivered personally, by courier or facsimile transmission (confirmed as aforesaid and provided written confirmation and receipt
is obtained by the sender), the date on which a notice is delivered or transmitted shall be the date on which such delivery is
made. Notices given by mail as aforesaid shall be effective and deemed received upon the date of actual receipt or upon the third
business day subsequent to deposit in the U.S. mail, whichever is earlier. Either party hereto may change its or his address specified
for notices herein by designating a new address by notice in accordance with this Section 12.


 


13.       No
Undue Influence. This Agreement is executed voluntarily and without any duress or undue influence. Executive acknowledges that
he has read this Agreement and executed it with his full and free consent. No provision of this Agreement shall be construed against
any party by virtue of the fact that such party or its counsel drafted such provision or the entirety of this Agreement.


 


14.       Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and both of which taken together
shall constitute one and the same agreement.


 


15.       Section 409A.


 


(i)       Notwithstanding
anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to
Section 409A of the Internal Revenue Code (the "Code") and the regulations and other guidance thereunder and any state
law of similar effect (collectively "Section 409A"). Severance benefits shall not commence until the Executive has a
"separation from service" (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative
definition thereunder, a "separation from service"). Each installment of severance benefits is a separate " payment"
for pw-poses of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from
application of Section 409A provided under Treasury Regulations Sections 1.409A-I(b)(4) and l.409A-l(b)(9). However, if such exemptions
are not available and the Executive is, upon separation from service, a "specified employee" for purposes of Section
409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance
benefits payments shall be delayed until the earlier of (i) six (6) months and one day after the Executive's separation from service,
or (ii) the Executive's death. The parties acknowledge that the exemptions from application of Section 409A to severance benefits
are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment
of severance benefits may preclude the ability of severance benefits provided under this Agreement to qualify for an exemption.


 






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(ii)       It
is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be
interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing,
the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal
Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.


 


16.       Non-Disparagement.
Except to the extent a disclosure is required by applicable law, Executive agrees that during the course of his employment or
at any time thereafter, he and his agents, family and/or representatives shall refrain from (i) all conduct, verbal or otherwise,
which would materially damage the reputation, goodwill or standing in the community of the Company, its affiliates, subsidiaries,
divisions, agents and related parties and their respective principals, owners (direct or indirect), members, directors, officers,
agents, servants, Executives, parties, attorneys and other professionals, successors and assigns (collectively, the "The
Company Related Parties") and (ii) referring to or in any way commenting on the Corporation and/or any of the other The Company
Related Parties in or through the general media or any public domain (including without limitation, internet websites, blogs,
chat rooms and the like), which would materially damage, the reputation, goodwill or standing in the community of the Company
and/or any of the Company Related Parties. Except to the extent a disclosure is required by applicable law, the Company agrees
that during the course of Executive's employment or at any time thereafter, it shall refrain from (i) all conduct, verbal or otherwise,
which would materially damage the reputation, goodwill or standing in the community of the Executive and (ii) referring to or
in any way commenting on the Executive in or through the general media or any public domain (including without limitation, internet
websites, blogs, chat rooms and the like), which would materially damage, the reputation, goodwill or standing in the community
of the Executive.


 


 




    	 	10	 



     


    

 





IN
WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date first above written.


 














	EXECUTIVE:	COMPANY:
	 	 
	 	PROPELL TECHNOLOGIES GROUP, INC.
	 	a Delaware Corporation
	 	 
	 	 
	 	 	 
	C. BRIAN BOUTTE	 
	 	 


 


 


 






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