Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of April 19, 2019, between IMAC Holdings, Inc., a Delaware corporation (the “Company”), and Dr. Jason Hui (the
 “Executive”).


W
I T N E S S E T H:


WHEREAS, the Company
desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the
terms and conditions herein set forth upon the successful completion of the execution of the definitive agreement sale; and


WHEREAS, the Executive
desires to be employed by the Company upon such terms and conditions;


NOW, THEREFORE, in consideration
of the premises and of the mutual benefits and covenants contained herein, the parties hereto, intending to be bound, hereby agree
as follows:


1.       APPOINTMENT
AND TERM


Subject to the terms
hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, all in accordance
with the terms and conditions set forth herein, for a period commencing on the date set forth in Exhibit A or such later
date as the parties mutually agree to in writing (the “Commencement Date”), and ending on the third anniversary of
the Commencement Date (the “Expiration Date”),






    	 



     


    

2.       DUTIES


(a)       During
the term of this Agreement, the Executive shall be employed in the position set forth in Exhibit A and shall, unless prevented
by incapacity, devote substantially all of his business time, attention and ability during normal corporate office business hours
to the discharge of his duties hereunder and to the faithful and diligent performance of such duties and the exercise of such powers
as may be reasonably assigned to or vested in him by the Board of Directors of the Company (the “Board”), such duties
to be consistent with his position. The Executive shall obey the lawful directions of the Board, and shall use his diligent efforts
to promote the interests of the Company and to maintain and promote the reputation thereof.


(b)       The
Executive shall not during his term of employment (except as a representative of the Company or with the consent in writing of
the Board) be directly or indirectly engaged or concerned or interested in any other business activity that competes with the Company,
except that the Executive may continue providing services under his current arrangements with Edward Rusher and Dr. Kasey Beardon
(collectively, the “Permitted Activities”). All other investments or engagements shall not impair the ability of the
Executive to discharge fully and faithfully his duties hereunder.


(c)       Notwithstanding
the foregoing provisions, the Executive shall be entitled to serve in various leadership capacities in civic, charitable and professional
organizations. The Executive recognizes that his primary and paramount responsibility is to the Company.


(d)       The
Executive shall remain in leadership for the Chicago, Illinois, operations except for required travel on the Company’s business.






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3.       REMUNERATION


(a)       As
compensation for his services pursuant hereto, the Executive shall be paid a base salary during his employment hereunder at the
annual rates set forth in Exhibit A (“Base Salary”). This amount shall be payable in equal periodic installments
in accordance with the usual payroll practices of the Company.


(b)       Except
as provided above, in Exhibit A and in Sections 4 and 6 hereof, the Executive shall not be entitled to receive any additional
compensation, remuneration or other payments from the Company.


4.       FRINGE
BENEFITS


The Executive shall
be entitled to participate in regular employee fringe benefit programs to the extent such programs are offered by the Company to
its executive employees, including, but not limited to, medical insurance or stipend and 401(k) plan.


5.       VACATION


The Executive shall
be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the usual national holidays) during
each contract year during which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually agreed
between the Executive and the Company.


6.       REIMBURSEMENT
FOR EXPENSES


The Executive shall
be reimbursed for reasonable documented business expenses incurred in connection with the business of the Company in accordance
with practices and policies established by the Company.






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7.       TERMINATION


(a)       This
Agreement shall terminate in accordance with the terms of Section 7 hereof; provided, however, that such termination
shall not affect the obligations of the Executive pursuant to the terms of Sections 8 and 9.


(b)       This
Agreement shall terminate on the Expiration Date; or as follows:


(i)       Upon
the written notice to the Executive by the Company at any time, because of the willful and material malfeasance, dishonesty or
habitual drug or alcohol abuse by the Executive related to or affecting the performance of his duties, or upon the Executive’s
conviction of a felony, any crime involving moral turpitude (including, without limitation, sexual harassment) related to or affecting
the performance of his duties or any act of fraud, embezzlement, theft or willful breach of fiduciary duty against the Company.


(ii)       In
the event the Executive, by reason of physical or mental disability, shall be unable to perform the services required of his hereunder
for a period of more than 60 consecutive days, or for more than a total of 90 non-consecutive days in the aggregate during any
period of twelve (12) consecutive calendar months, on the 61st consecutive day, or the 91st day, as the case may be. The Executive
agrees, in the event of any dispute under this Section 7(b)(ii), and after written notice by the Board, to submit to a physical
examination by a licensed physician practicing near the Executive as selected by the Board, and reasonably acceptable to the Executive.


(iii)       In
the event the Executive dies while employed pursuant hereto, on the day in which his death occurs.


(c)       If
this Agreement is terminated pursuant to Section 7(b), the Company will have no further liability to the Executive after the date
of termination including, without limitation, the compensation and benefits described herein, except as set forth in Exhibit
A. If this Agreement is terminated by the Company for any reason other than those set forth in Section 7(b), Company shall
continue to pay Executive his then current Base Salary for a period of six (6) months.






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(d)       In
the event the Company chooses not to enter into any agreement or amendment extending the Executive’s employment beyond the
Expiration Date, the Company agrees to either i) provide Executive at least 60 days prior written notice of such determination,
during which time the Executive will not be required to perform any duties for the Company, and may seek alternative employment
while still being employed by the Company, or ii) provide Executive 180 days prior written notice of such determination, during
which time the Executive will be required to perform his regular duties for the Company, and may seek alternative employment while
still being employed by the Company. If such prior written notice is not given, this Agreement shall be automatically extended
by one (1) year and the then effective annual Base Salary shall be increased by 4%.


(e)       If
there is a Change of Control (as defined below), the Executive may, at any time within six months after such Change of Control,
provide at least 30 days’ written notice to Company that the Executive has decided to terminate his employment with the Company
and the Executive shall nevertheless continue to be paid pursuant to this Agreement until the date on which this Agreement would
otherwise have terminated or expired. A Change of Control shall be deemed to have occurred at such time as any person, other than
the Company, its existing shareholders or any of its or their affiliates on the date hereof, purchases the “beneficial ownership”
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the combined voting
power of voting securities then ordinarily having the right to vote for directors of the Company.






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8.       CONFIDENTIAL
INFORMATION


(a)       The
Executive covenants and agrees that he will not at any time during the continuance of this Agreement or at any time thereafter
(i) print, publish, divulge or communicate to any person, firm, corporation or other business organization (except in connection
with the Executive’s employment hereunder) or use for his own account any secret or confidential information relating to
the business of the Company (including, without limitation, information relating to any customers, suppliers, employees, products,
services, formulae, technology, know-how, trade secrets or the like, financial information or plans) or any secret or confidential
information relating to the affairs, dealings, projects and concerns of the Company, both past and planned (the “Confidential
Information”), which the Executive has received or obtained or may receive or obtain during the course of his employment
with the Company (whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive as
an employee of the Company), or (ii) take with him, upon termination of his employment hereunder, any information in paper
or document form or on any computer-readable media relating to the foregoing. The term “Confidential Information” does
not include information which is or becomes generally available to the public other than as a result of disclosure by the Executive
in breach of this Agreement or which is generally known in the regenerative medicine business. The Executive further covenants
and agrees that he shall retain the Confidential Information received or obtained during such service in trust for the sole benefit
of the Company or its successors and assigns.


(b)       The
term Confidential Information as defined in Section 8(a) hereof shall include information obtained by the Company from any third
party under an agreement including restrictions on disclosure known to the Executive.






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(c)       In
the event that the Executive is requested pursuant to subpoena or other legal process to disclose any of the Confidential Information,
the Executive will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with Section 8 of this Agreement. In the event that such protective order or other remedy is not
obtained or that the Company waives compliance with the provisions of Section 8 of this Agreement, the Executive will furnish only
that portion of the Confidential Information which is legally required.


9.       RESTRICTIONS
DURING EMPLOYMENT AND FOLLOWING TERMINATION


(a)       The
Executive shall not, anywhere within 15 miles of an IMAC Regeneration Center, during his full term of employment under Section
1 hereof and for a period of one (1) year thereafter, notwithstanding any earlier termination pursuant to Section 7(b) hereof,
without the prior written consent of the Company, directly or indirectly, and whether as principal, agent, officer, director, partner,
employee, consultant, broker, dealer or otherwise, alone or in association with any other person, firm, corporation or other business
organization, carry on, or be engaged, have an interest in or take part in, or render services to any person, firm, corporation
or other business organization (other than the Company) engaged in a business which is competitive with all or part of the Business
of the Company, unless approved by the CEO or COO. The parties hereby acknowledge that the Permitted Activities have been approved
by the CEO or COO. A formal teaching engagement with a university or continuing education program and any existing board membership
is excluded from prior approval requirements. The term “Business of the Company” shall mean delivering regenerative
and physical medicine services.


(b)       The
Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on
behalf of any other person, firm, corporation or other business organization, endeavor to entice away from the Company any person
who, at any time during the continuance of this Agreement, was an employee of the Company.






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(c)       The
Executive shall not, for a period of one (1) year after termination of his employment hereunder, either on his own behalf or on
behalf of any other person, firm, corporation or other business organization, solicit or direct others to solicit, any of the Company’s
customers or prospective customers (including, but not limited to, those customers or prospective customers with whom the Executive
had a business relationship during his term of employment) for any purpose or for any activity which is competitive with all or
part of the Business of the Company.


(d)       It
is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 9 are essential
elements of this Agreement and that, but for the agreement of the Executive to comply with such covenants, the Company would not
have entered into this Agreement. It is recognized by the Executive that the Company currently operates in, and may continue to
expand its operations. The Company and the Executive have independently consulted with their respective counsel and have been advised
in all respects concerning the reasonableness and propriety of such covenants.


10.       REMEDIES


(a)       Without
intending to limit the remedies available to the Company, it is mutually understood and agreed that the Executive’s services
are of a special, unique, unusual, extraordinary and intellectual character giving them a peculiar value, the loss of which may
not be reasonably or adequately compensated in damages in an action at law, and, therefore, in the event of any material breach
by the Executive that continues after any applicable cure period, the Company shall be entitled to equitable relief by way of injunction
or otherwise.






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(b)       The
covenants of Section 8 shall be construed as independent of any other provisions contained in this Agreement and shall be enforceable
as aforesaid notwithstanding the existence of any claim or cause of action of the Executive against the Company, whether based
on this Agreement or otherwise. In the event that any of the provisions of Sections 8 or 9 hereof should ever be adjudicated to
exceed the time, geographic, product/service or other limitations permitted by applicable law in any jurisdiction, then such provisions
shall be deemed reformed in any such jurisdiction to the maximum time, geographic, product/service or other limitations permitted
by applicable law.


11.       COMPLIANCE
WITH OTHER AGREEMENTS


The Executive represents
and warrants to the Company that the execution of this Agreement by him and his performance of his obligations hereunder will not,
with or without the giving of notice or the passage of time or both, conflict with, result in the breach of any provision of or
the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is
or may be bound.


12.       WAIVERS


The waiver by the Company
or the Executive of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent
breach.


13.       BINDING
EFFECT; BENEFITS


This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs and legal
representatives, including any corporation or other business organization with which the Company may merge or consolidate or sell
all or substantially all of its assets. Insofar as the Executive is concerned, this contract, being personal, cannot be assigned.






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14.       NOTICES


All notices and other
communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly
given when delivered to the person to whom such notice is to be given at his or its address set forth below, or such other address
for the party as shall be specified by notice given pursuant hereto:


		(a)	If to the Executive, to his at the address set forth in Exhibit A.



and


		(b)	If to the Company, to it at:



IMAC Holdings,
Inc.


1605 Westgate
Circle


Brentwood, TN
37027


Attention: Chief
Executive Officer


 


with a copy to:


 


Olshan Frome
Wolosky LLP


1325 Avenue of
the Americas, 15th Floor


New York, New
York 10019


Attention: Spencer
G. Feldman, Esq.


 


15.       MISCELLANEOUS


(a)       This
Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral
or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, modified,
extended or terminated except upon written amendment approved by the Board and executed by a duly authorized officer of the Company.






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(b)       The
Executive acknowledges that from time to time, the Company may establish, maintain and distribute employee manuals or handbooks
or personnel policy manuals, and officers or other representatives of the Company may make written or oral statements relating
to personnel policies and procedures. Such manuals, handbooks and statements are intended only for general guidance. No policies,
procedures or statements of any nature by or on behalf of the Company (whether written or oral, and whether or not contained in
any employee manual or handbook or personnel policy manual), and no acts or practices of any nature, shall be construed to modify
this Agreement or to create express or implied obligations of any nature to the Executive.


(c)       The
Company shall have no obligation actually to utilize the Executive’s services; if the Company elects not to use the Executive’s
services at any time, the Company’s obligations to the Executive shall be satisfied, in all respects, by the payment to the
Executive for the balance of the term of the Executive’s employment under this Agreement, but for a minimum period of three
(3) years, the compensation provided in this Agreement. During such remaining term of employment, the Executive will not be required
to perform any duties for the Company and shall be entitled to seek other employment provided that such employment would not violate
the terms of this Agreement, including Sections 8 and 9 hereof; and the seeking of such employment shall not be deemed a violation
of this Agreement.


(d)       This
Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.


(e)       All
questions pertaining to the validity, construction, execution and performance of this Agreement shall be governed by and construed
in accordance with the laws of the state of residence and the location of full-time employment of Executive, without regard to
its conflict of law principles. If the state of residence and of full-time employment differ, the Agreement shall be governed in
accordance with the laws of the State of Illinois.






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(f)       Any
controversy or claim arising from, out of or relating to this Agreement, or the breach hereof (other than controversies or claims
arising from, out of or relating to the provisions in Sections 8, 9 and 10), shall be determined by final and binding arbitration
in Illinois, or the current location of Company’s corporate headquarters, in accordance with the Employment Dispute Resolution
Rules of the American Arbitration Association, by a panel of not less than three (3) arbitrators appointed by the American Arbitration
Association. The decision of the arbitrators may be entered and enforced in any court of competent jurisdiction by either the Company
or the Executive.






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The parties indicate
their acceptance of the foregoing arbitration requirement by initialing below:


 


	 	JE	 	JH	 
	 	For the Company	 	Executive	 


 


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


	 	IMAC HOLDINGS, INC.
	 	 
	 	By:	  /s/ Jeffrey Ervin

 


	 	 	Name:	Jeffrey Ervin
	 	 	Title:	Chief Executive Officer


 


 


	 	EXECUTIVE
	 	 
	 	  /s/ Jason Hui

 


	 	Jason Hui






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EXHIBIT A TO THE EMPLOYMENT AGREEMENT,

DATED AS OF APRIL 19, 2019,

BETWEEN IMAC HOLDINGS, INC. AND DR. JASON HUI


A.       For
Section 1:


The date referred to in Section 1 shall
be April 19, 2019.


B.       For
Section 2:


The position of the Executive referred
to in Section 2 shall be EVP of Development, reporting to the Chief Operations Officer.


C.       For
Section 3(a):


The Base Salary referred to in Section
3(a) shall be as follows:


		1.	Three hundred fifty thousand dollars ($350,000.00) for the period April 1, 2019 through March 31,
2020.



		2.	Three hundred fifty-five thousand dollars ($355,000.00) for the period April 1, 2020 through March
31, 2021.



		3.	Three hundred sixty thousand dollars ($360,000.00) for the period April 1, 2021 through March 31, 2022.



 


D.       For
Section 3(b):


In addition to the compensation referred
to in Section 3(a), the Company shall also pay to the Executive a one-time bonus of $15,000.00 related to a same store net revenue
increase in Chicago in 2019 compared to 2018.


An annual cash bonus up to 20% of Base
Salary in an amount to be determined by the Board based on the Executive meeting and exceeding mutually agreed upon performance
goals for the Company.


The Executive shall be reimbursed $100
per month for the business use of his personal cell phone and shall receive reimbursement for health care coverage as set forth
in Section E.


A stock option award of 20,000 shares
will be granted upon adoption of the incentive stock option plan.






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E.       For
Section 4:


The Health Insurance and Other Company
Paid Fringe Benefits for the Executive shall include:


A monthly reimbursement for health insurance,
which shall cover all out-of-pocket costs that Executive incurs for health insurance coverage for himself and his dependents. Standard
eligibility for 401k will apply, including company matching contributions subject to rules, regulations, and compliance requirements.


The Company will allow for complementary
regenerative medicine treatments for the Executive and immediate family during the Term of this Agreement, within reason and not
to exceed two procedures annually when cost of goods exceed $1,000.


The Company will assume and pay for
expenses including and related to licensure, professional liability, and continuing education fees, within reason and within the
course of normal business.


F.       For
Section 5:


The length of vacation referred to in
Section 5 shall be three weeks annually. Vacation not taken during any calendar year may be carried forward as follows: up to one
(1) week may be carried forward into any next calendar year; and up to a maximum of one (1) week may be carried forward cumulatively.


G.       For
Sections 7 and 15(c):


In the case of termination pursuant
to Section 7(b)(ii), the Executive will receive his then current Base Salary until such time as payments begin under any disability
insurance plan or Supplemental Long-Term Disability Benefit of the Executive and, in the case of termination pursuant to Section
7(b)(iii), the Executive’s spouse will continue to receive Executive’s then current Base Salary for a period of six
(6) months. In the case of termination pursuant to Sections 7(b)(ii), 7(b)(iii) or 15(c), the Executive, his heirs or assignees
may elect to have any, or all, stock options, warrants or other grants under the Company’s Incentive Compensation Plans become
immediately exercisable.


H.       For
Section 14:


The address of the Executive referred
to in Section 14 shall be:


___________________________


___________________________


 






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