Exhibit 10.1


 





Separation and Release of
Claims Agreement


 


This Separation and Release
of Claims Agreement (“Agreement”) is made and entered into by and between Payment Data Systems, Inc.,
a Nevada corporation, having an office address at 12500 San Pedro Ave., Suite 120, San Antonio, Texas 78216, together with its
affiliates, subsidiaries, attorneys, agents, officers and directors (“Payment Data Systems, Inc.” or the “Company”)
and Habib Yunus (“Employee”) as of March 17, 2017 (the “Effective Date”).


 


The Employee’s last day of employment with the Company was
December 30, 2016 (the “Separation Date”). After the Separation Date, the Employee has not and will not represent
himself as being an employee, officer, agent or representative of the Company for any purpose. Except as otherwise set forth in
this Agreement, the Separation Date will be the employment termination date for the Employee for all purposes, meaning the Employee
will no longer be entitled to any further compensation, monies or other benefits from the Company, including coverage under any
benefits plans or programs sponsored by the Company. The Parties agree to mutually terminate the employment agreement dated March
3, 2015 (the “Employment Agreement”) as of the Separation Date.


 


1.                 
Return of Property. By the Separation Date, the Employee must return all Company property, including identification cards
or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit
cards, electronically stored documents or files, physical files and any other Company property in the Employee’s possession.


 


2.                 
Company’s Waiver and
Release and Employee Representations.


 


In exchange for
the consideration described in Section 3, which the Employee acknowledges to be good and valuable
consideration for his obligations hereunder, the Employee hereby represents that he intends to irrevocably and unconditionally
fully and forever release and discharge any and all claims he may have, have ever had or may in the future have against the Company
that may lawfully be waived and released arising out of or in any way related to his hire, benefits, employment or separation from
employment with the Company. The Employee specifically represents, warrants and confirms that: (a) he has no claims, complaints
or actions of any kind filed or intended to be filed against the Company with any court of law, or local, state or federal government
or agency; and (b) he has been properly paid for all hours worked for the Company, and that all commissions, bonuses and other
compensation due to him has been paid, with the exception of his regular payroll checks for his salary through and including March
31, 2017, which will be paid on the next regularly scheduled payroll dates for the pay periods until March 31, 2017. The Employee
specifically represents, warrants and confirms that he has not engaged in, and is not aware of, any unlawful conduct in relation
to the business of the Company. If any of these statements are not true, the Employee cannot sign this Agreement and must notify
the Company immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee
from receiving these benefits, but will require the Company review and consideration.


 


3.                 
Separation Benefits.
In consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement, including the waiver
and release of claims in Section 4, the Company agrees to provide the following
benefits:


 


(a)               
Installment payments equal to the Employee’s current base salary until and including March 31, 2017, minus all relevant taxes
and other withholdings to be paid bi-weekly with the Company’s regular payroll dates.


 


(b)              
The Company will grant Employee 53,334 shares of common stock on the Effective Date. The
53,334 shares of common stock will vest and become salable on the Effective Date. Such shares will be registered and issued from
the Company’s 2015 Equity Incentive Plan. The Company will issue the shares under a net issuance to account for Employee’s
share of taxes including, but not limited to state, federal and employment taxes, related to the stock issuance.


 






     

     

    

(c)               The Employee will continue to receive health benefits on the same terms as his employment until March 31, 2017. Following March
31, 2017, Employee shall be entitled to receive benefits under COBRA consistent with law.


 


(d)              
Upon the Employee’s signed request, the Company will provide the Employee and/or a prospective Company written confirmation
of the Employee’s employment with the Company, including his dates of employment and salary information.


 


(e)               
Payment of country club membership fees until December 2017 which have already been paid by the Company.


 


The Employee understands, acknowledges
and agrees that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and that these
benefits are in exchange for executing this Agreement. The Employee further acknowledges no entitlement to any additional payment
or consideration not specifically referenced herein. The Employee understands, acknowledges and agrees that the Employment Agreement
was terminated at the time of Employee’s resignation on the Separation Date and no further compensation is due to Employee
pursuant to such Employment Agreement.


 


4.                 
Release.


 


(a)                                       
In exchange for the consideration provided in this Agreement, the Employee and his heirs, executors, representatives, agents, insurers,
administrators, successors and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever
waive, release and discharge the Company, including the Company’s parents, subsidiaries, attorneys, affiliates, predecessors,
successors and assigns, and all of their respective officers, directors, employees, and shareholders, in their corporate and individual
capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations,
judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever
(collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Employee's execution
of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may
have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment,
termination or separation from employment with the Company and any actual or alleged act, omission, transaction, practice, conduct,
occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as amended,
the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, with respect to existing but not
prospective claims, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Equal Pay Act, as amended, the
Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended,
Section 1981 of U.S.C. Title 42, the Worker Adjustment and Retraining Notification Act, as amended, the National Labor Relations
Act, as amended, the Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights
Act, as amended, the Genetic Information Nondiscrimination Act of 2008, and any claims arising under the Texas Labor Code that
may be legally waived and released including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor
Code, the Texas Whistleblower Act and amendments to those laws as well as any claims under local statutes and ordinances that may
be legally waived and released, and/or any other Federal, state, local, or foreign law (statutory, regulatory or otherwise) that
may be legally waived and released; (ii) any and all claims for compensation of any type whatsoever, including but not limited
to claims for salary, wages, bonuses, commissions, incentive compensation, vacation and/or severance; (iii) any and all claims
arising under tort, contract and/or quasi-contract law, including but not limited to claims of breach of an expressed or implied
contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair
dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any
other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, negligent or intentional
infliction of emotional distress; and (iv) any and all claims for monetary or equitable relief, including but not limited to attorneys'
fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements.


 






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(b)              
However, this general release and waiver of claims excludes, and the Employee does not waive, release, or discharge any right to
file an administrative charge or complaint with the Equal Employment Opportunity Commission, the Texas Workforce Commission - Civil
Rights Division, or other similar federal or state administrative agencies, although the Employee waives any right to monetary
relief related to such a charge or administrative complaint.


 


(c)               
If the Employee applies for unemployment benefits, the Company shall not actively contest it. However, the Company will respond
truthfully, completely, and timely to any inquiries by the Texas Workforce Commission concerning the termination of Employee’s
employment.


 


5.                 
Knowing and Voluntary Acknowledgement.
The Employee specifically agrees and acknowledges that: (i) the Employee has read this Agreement in its entirety and understands
all of its terms; (ii) the Employee has been advised of and has availed himself of his right to consult with his attorney prior
to executing this Agreement; (iii) the Employee knowingly, freely and voluntarily assents to all of its terms and conditions including,
without limitation, the waiver, release and covenants contained herein; (iv) the Employee is executing this Agreement, including
the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which he is otherwise
entitled; (v) the Employee is not waiving or releasing rights or claims that may arise after his execution of this Agreement; and
(vi) the Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation
of his employment with the Company.


 


6.                 
Post-Termination Obligations
and Restrictive Covenants.  


 


(a)                                       
Acknowledgment


 


The Employee understands and acknowledges that
by virtue of his employment with the Company, he had had access to and knowledge of Confidential Information, was in a position
of trust and confidence with the Company, and benefitted from the Company’s goodwill. The Employee understands and acknowledges
that the Company invested significant time and expense in developing the Confidential Information and goodwill.


 


The Employee further understands and acknowledges
that the restrictive covenants below are necessary to protect the Company’s legitimate business interests in its Confidential
Information and goodwill. The Employee further understands and acknowledges that the Company’s ability to reserve these for
the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that
the Company would be irreparably harmed if the Employee violates the restrictive covenants below. The Employee acknowledges that
(i) any breach of the provisions of this Section may cause substantial and irreparable harm to the Company for which the Company
would have no adequate remedy at law and (ii) the provisions of this Agreement are reasonable and necessary for the protection
of the business of the Company and its affiliates


 






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(b)                                      
Confidential Information


 


The Employee understands and acknowledges that
during the course of his employment by the Company, he has had access to and learned about confidential, secret and proprietary
documents, materials and other information, in tangible and intangible form, of and relating to the Company and its businesses
and existing and prospective customers, suppliers, investors and other associated third parties (“Confidential Information”).
The Employee further understands and acknowledges that this Confidential Information and the Company’s ability to reserve
it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and
that improper use or disclosure of the Confidential Information by the Employee might cause the Company to incur financial costs,
loss of business advantage, liability under confidentiality agreements with third parties, civil damages and criminal penalties.


 


For purposes of this Agreement, Confidential Information
includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other
form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents,
research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions,
negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems,
software design, web design, work-in-process, databases, manuals, records, systems, material, sources of material, financial information,
results, accounting information, accounting records, legal information, marketing information, advertising information, pricing
information, credit information, payroll information, staffing information, personnel information, employee lists, developments,
reports, internal controls, security procedures, graphics, market studies, sales information, revenue, costs, formulae, notes,
communications, algorithms, product plans, ideas, original works of authorship, customer information, and customer lists of the
Company, its affiliates or its businesses or any existing or prospective customer, supplier, investor or other associated third
party, or of any other person or entity that has entrusted information to the Company in confidence.


 


The Employee understands that the above list is
not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential
or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances
in which the information is known or used.


 


The Employee understands and agrees that Confidential
Information developed by him in the course of his employment by the Company shall be subject to the terms and conditions of this
Agreement as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information
shall not include information that is generally available to and known by the public at the time of disclosure to the Employee,
provided that such disclosure is through no direct or indirect fault of the Employee or person(s) acting on the Employee’s
behalf.


 


(c)                                       
Return, Disclosure and Use Restrictions


 


The Employee agrees and covenants: (i) to treat
all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate or make
available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to
any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and
use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the
direct employ of the Company except as required in the performance of any of the Employee’s remaining authorized employment
duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in each instance (and
then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access
or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential
Information, or remove any such documents, records, files, media or other resources from the premises or control of the Company,
except as required in the performance of any of the Employee’s remaining authorized employment duties to the Company or with
the prior consent of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be
made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure
of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent
jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required
by such law, regulation or order.


 






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The Employee shall promptly deliver to the Company
all Confidential Information relating to the Company and its affiliates, which Employee possesses or has under his control; provided,
however, that Employee shall be entitled to retain copies of such documents reasonably necessary to document Employee’s financial
relationship (both past and future) with the Company.


 


The Employee understands and acknowledges that
his obligations under this Agreement with regard to any particular Confidential Information shall commence immediately and shall
continue until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s
breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.


 


Nothing in this confidentiality provision prohibits
or restricts the Employee (or Employee's attorney) from initiating communications directly with, responding to an inquiry from,
or providing testimony before the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA),
any other self-regulatory organization or any other federal or state regulatory authority regarding this settlement or its underlying
facts or circumstances. Furthermore, nothing in this agreement shall prohibit or is intended to interfere with the exercise of
Employee's rights under Section 7 of the National Labor Relations Act (NLRA).


 


(d)                                      
Non-Competition, Non-Solicitation and Non-Disparagement


 


For a period of two years, to run consecutively,
beginning on the Separation Date:


 


(i)       Employee
shall not, directly or indirectly, enter into or participate (whether as owner, partner, shareholder, officer, director, salesman,
consultant, employee, principal or in any other relationship or capacity) in any business operating or providing services in the
United States within any State in which the Company or its affiliates are operating or providing services as of the date of termination
where Employee’s responsibilities include or relate to prepaid card or payment processing services or the development or
operation of any network to establish or maintain such services.", including without limitation as principal or on behalf
of others and the development or operation of any network to accomplish same (a “Competing Entity”).


 


(ii)       Company
and Employee understand and agree that the scope and duration of the covenants contained in this Section are reasonable both in
time and geographical area and are fairly necessary to protect the Company's legitimate business interests. The parties further
agree that such covenants shall be regarded as divisible and shall be operative as to time and geographical area to the extent
that they may be made so and, if any part of such covenants is declared invalid or unenforceable, the validity and enforceability
of the remainder shall not be affected. Employee hereby warrants to Company that Employee’s compliance with each of the restrictive
covenants set forth in this Agreement will not cause Employee to be unable to earn a living that is suitable and acceptable to
Employee.


 






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(iii)       Employee
understands and acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and
training its employees and that the loss of employees would cause significant and irreparable harm to the Company. Employee agrees
and covenants not to directly or indirectly (i) solicit, request, cause or induce any person who is at the time, or 12 months prior
thereto had been, an employee of or a consultant of the Company to leave the employ of or terminate such person’s relationship
with the Company or (ii) employ, hire, engage or be associated with, or endeavor to entice away from the Company any such person,
or any customer of the Company or its affiliates or (iii) attempt to limit or interfere with any business agreement or relationship
existing between the Company and/or its affiliates with a third party.


 


(iv)       Employee
shall not disparage the business reputation of the Company (or its management team) or take any actions that are harmful to the
Company’s goodwill with its customers, content providers, bandwidth or other network infrastructure providers, vendors, employees,
the media or the public.


 


(v)       Employee
acknowledges that the Company spends considerable amounts of time, money and effort in developing and maintaining goodwill in its
industry. Employee agrees the covenants contained within this Section (i) are reasonable and necessary in all respects to protect
the goodwill, trade secrets, confidential information, and business interests of Company; (ii) are not oppressive to Employee;
and (iii) do not impose any greater restraint on Employee than is reasonably necessary to protect the goodwill, trade secrets,
confidential information and legitimate business interests of Company.


 


(e)                                       
Non-Solicitation of Customers


 


The Employee understands and acknowledges that
the Company has expended and continues to expend significant time and expense in developing customer relationships, customer information
and goodwill, and that because of the Employee’s experience with and relationship to the Company, he has had access to and
learned about much or all of the Company’s customer information. Customer Information includes, but is not limited to, names,
phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information and other information
identifying facts and circumstances specific to the customer and relevant to services. The Employee understands and acknowledges
that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to the Company.


 


The Employee agrees and covenants, during a period
of one year, to run consecutively, beginning on the Separation Date, not to directly or indirectly solicit, contact (including
but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the
Company’s current, former or prospective customers for purposes of offering or accepting goods or services similar to or
competitive with those offered by the Company.


 


7.                 
Remedies.
In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents
and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction
or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity
of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any
bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages
or other available forms of relief.


 






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Should the Employee fail to abide by any of the terms of this Agreement
or post-termination obligations contained herein, the Company may, in addition to any other remedies it may have, reclaim any amounts
paid to the Employee under the provisions of this Agreement or terminate any benefits or payments that are later due under this
Agreement, without waiving the releases provided herein.


 


8.                 
Successors and Assigns.
 


 


(a)               
Assignment by the Company. The Company may freely assign this Agreement at any time. This Agreement shall inure to the benefit
of the Company and its successors and assigns.


 


(b)              
No Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee
shall be null and void from the initial date of purported assignment.


 


9.                 
Arbitration. The
parties agree that any dispute, controversy or claim arising out of or related to the Employee’s employment with the Company,
this Agreement, including the validity of this arbitration clause, or any breach of this Agreement shall be submitted to and decided
by binding arbitration in Bexar County, Texas. Arbitration shall be administered by the American Arbitration Association (“AAA”)
under the rules of the Federal Arbitration Act and any requirements imposed by Texas law. Any arbitral award determination shall
be final and binding upon the Parties and may be entered as a judgment in a court of competent jurisdiction.


 


With respect to the arbitration of any dispute
or controversy, each party understands that:


 


(i)       arbitration
is final and binding on the parties;


 


(ii)       each
party is waiving its right to seek certain remedies in court, including to right to a jury trial;


 


(iii)       discovery
in arbitration is different and more limited than discovery in litigation; and


 


(iv)       an
arbitrator’s award need not include factual findings or legal reasoning, and any party’s right to appeal or to seek
modification of a ruling by the arbitrator is strictly limited.


 


Each party to this Agreement will submit any dispute
or controversy to arbitration before the AAA within five days after receiving a written request to do so from the other party.
If any party fails to submit a dispute or controversy to arbitration as requested, then the requesting party may commence the arbitration
proceeding. Each party to this Agreement will be bound by the determination of any arbitrator or arbitration panel impaneled by
the AAA to adjudicate the dispute.


 


Any
party to this Agreement may bring an action including a summary or expedited proceeding, to counsel arbitration of any such dispute
or controversy in a court of competent jurisdiction and, further, may seek provision or ancillary remedies, including temporary
or injunctive relief in connection with such dispute or controversy in a court of competent jurisdiction, provided that the dispute
or controversy is ultimately resolved through binding arbitration conducted in accordance with the terms and conditions of this
Section. If any party institutes legal proceedings in an effort to resist arbitration and is unsuccessful in doing so, the prevailing
party is entitled to recover, from the losing party, its legal fees and out-of-pocket expenses incurred in connection with the
defense of such legal proceedings.


 






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10.             
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws
of Texas without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement
shall be brought only in any state or federal court located in the state of Texas, county of Bexar. The Parties hereby irrevocably
submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such
action or proceeding in such venue.


 


11.             
Entire Agreement.
This Agreement contains all the understandings and representations between the Employee and the Company pertaining to the subject
matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written
and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement
and the Employment Agreement, the statements in the body of this Agreement shall control.


 


12.             
Modification and Waiver.
No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed
by the Employee and by the Company. No waiver by either of the Parties of any breach by the other party hereto of any condition
or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar
provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties
in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof
or the exercise of any other such right, power or privilege.


 


13.             
Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any
portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder
of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part
hereof and treated as though originally set forth in this Agreement.


 


The Parties further agree that any such court
is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision
from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision,
adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent
and agreement of the Parties as embodied herein to the maximum extent permitted by law.


 


The Parties expressly agree that this Agreement
as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the
provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement
shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.


 


14.             
Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


15.             
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.


 


16.             
Non-admission.
Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Company.


 






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17.             
Notices.
Any notice required hereunder shall (a) be delivered by hand or (b) sent by registered or certified mail addressed to the other
party hereto at its address set forth above for the Company and the last known address for Employee. Any such notice shall become
effective (i) if mailed, on the date indicated on the receipt or if not accepted, the date indicated that delivery was attempted,
and (ii) in the case of delivery by hand, upon delivery or attempted delivery as shown on the records of the deliveries.


 


18.             
Tolling.
Should the Employee violate any of the terms of the post-termination obligations articulated herein, the obligation at issue will
run from the first date on which the Employee ceases to be in violation of such obligation.


 


19.             
Section 409A.
This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A) or an exemption
thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this
Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due
to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent
possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment.
Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from
service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits
provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any
taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A.


 


20.             
Notice of Post-Termination
Obligations. Employee agrees to notify any subsequent Company of the restrictive covenants contained in this Agreement.
In addition, the Employee authorizes the Company to provide a copy of the restrictive covenants contained in this Agreement to
third parties, including but not limited to, the Employee's subsequent, anticipated or possible future Company.


 


[Signature
page follows]


 


 


 






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IN WITNESS WHEREOF, the Parties have executed this Separation
and Release of Claims Agreement as of the Execution Date above.


 


	 	Payment Data Systems, Inc.

                                             

	 	
        By: /s/ Louis A. Hoch                                  

        Name: Louis A. Hoch

        Title: President, Chief Executive Officer

         

	EMPLOYEE

                                 
	 
	
        Signature: /s/ Habib Yunus                

        Print Name: Habib Yunus
	 


 


 


 


 


 


 


 


 


 


 


 


 


 


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