Exhibit 10.1


 





DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT is made as of August
27, 2015 (the “Agreement”), by and between Sports Field Holdings, Inc., a Nevada corporation (the “Company”),
and Glenn Appel, an individual with an address at ______________ (the “Director”).


 


WHEREAS, the Company appointed
the Director on August 27, 2015 and desires to enter into an agreement with the Director with respect to such appointment; and


 


WHEREAS, the Director is
willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions
of this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.           Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed,
and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, provided,
however, that the Director’s continued service on the Board of Directors of the Company (the “Board”)
after the next annual stockholders’ meeting shall be subject to approval by a majority of the Company’s stockholders.


 


2.           Duties. (a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts
to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make herself available to
the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient,
and perform such duties, services and responsibilities, and have the authority commensurate to such position.


 


(b)The Director will
use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time
executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on
the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate
his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his legal obligations
as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any
other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder
or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing
shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of
any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation
of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s
duties, services and responsibilities hereunder.


 






    

     

    




 


3.           Compensation.


 


(a) Stock Options. The
Director shall receive, upon execution of this Agreement, through June 30, 2017, provided the Director is continuing to serve
as a director of the Company, a non-qualified stock option to purchase up to two hundred thousand (200,000) shares of the
Company’s common stock at an exercise price per share equal to $1.00. Such options shall be exercisable for a period of
five years from the date of granting. The options shall vest in equal amounts over a period of two (2) years at the rate of
twenty-five thousand (25,000) shares per fiscal quarter on the last day of each such quarter, commencing in the third fiscal
quarter of 2015. Notwithstanding the foregoing, if the Director ceases to be a member of the Board at any time during the two
(2) year vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any
un-vested options shall be irrefutably forfeited. Vested options shall remain exercisable for a period of five years after
the date of granting. Vested options shall remain the property of the Director even if the Director ceases to be a member of
the Board for any reason at any time after the two year vesting period. In the event of the Director’s death or
incapacitation, Director’s heirs and assigns shall have full rights to exercise the Director’s vested stock
options during the period of five years after the date of granting of such options.


 


(b) Cash.
The Director shall be paid One Thousand ($1,000) Dollars for each Board meeting that the Director attends in person (rather
than via telephone or other remote access).


 


(c) Independent
Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not, for
any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and
other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or
deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations
associated therewith.


 


(d) Expense
Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable
out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director
complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports,
receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket
expenses of the Director) must be approved in advance by the Company.


 


4.           Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing
on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following
to occur:


 


(a) the
death of the Director;


 


(b) the termination of
the Director from his membership on the Board by the mutual agreement of the Company and the Director;


 






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(c) the
removal of the Director from the Board by the majority stockholders of the Company; and


 


(d) the resignation by
the Director from the Board.


 


5.           Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and
performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have
with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges
and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the
Company, and the Director shall have no recourse whatsoever against any officer, director, employee, stockholder, representative
or agent of the Company or any of their respective affiliates with regard to this Agreement.


 


6.           Director Covenants.


 


(a) Unauthorized
Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been
and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not
limited to, technical information, business and marketing plans, strategies, customer information, other information
concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and
practices, and other forms of information considered by the Company to be confidential, and proprietary and in the nature of
trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information
confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the
prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to
the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a
result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to
the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable
laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the
Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files,
reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or
document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic
form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result
of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company
shall retain such materials and make them available to the Director if requested by him in connection with any
litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of
the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials
is preserved to the reasonable satisfaction of the Company.


 






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(b) Non-Solicitation.
During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the
Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the
termination of the Directorship Term and/or at any time during the one year period prior to the termination of the
Directorship Term, was an employee or customer (including those reasonably expected to be a customer) of the Company or
otherwise had a material business relationship with the Company.


 


(c) Remedies. The
Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or
with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company
may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from
the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not
agreed to the provisions of this Section 6.


 


(d) The
provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause
of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of the covenants and agreements of this Section 6.


 


7.           Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board as set
forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.


 


8.           Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time
performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions
or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and
every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time
or at any prior or subsequent time.


 






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9.           Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight
delivery or by registered or certified mail, postage prepaid, return receipt requested; to:


 


If to the Company:


 


Sports Field Holdings, Inc.


4320 Winfield Road, Suite 200


Warrenville, Illinois 60555


Attn: Jeromy Olson


Telephone: _________


Facsimile: __________


 


with a copy (which shall
not constitute notice) to:


  


____________________


____________________


Attn: _______________


Telephone: ___________


Facsimile: ____________












 


If to the Director:


 


Glenn Appel


____________________


____________________


Telephone: ___________


Facsimile: ____________


 


Either of the parties hereto may change their
address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.


 


10.           Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger)
and assigns, as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the
Company shall assign all or any portion of this Agreement without the prior written consent of the other party.


 


11.           Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them
as to such subject matter.


 


12.           Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in
whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications
of this Agreement.


 






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13.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement
shall be heard and determined in any court in the State of New York and the parties hereto hereby consent to the jurisdiction of
such courts in any such action or proceeding; provided, however, that neither party hereto shall commence any such
action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action
which is the subject of such action or proceeding through mediation by an independent third party.


 


14.           Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between
the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees
and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator
or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


15.           Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except
by an instrument in writing duly signed by the party to be charged.


 


16.           Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.


 


[-Signature Page Follows-]


 






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IN WITNESS WHEREOF, the
Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto
set his hand, on the day and year first above written. 


 


	 	SPORTS FIELD HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Jeromy Olson
	 	 	Chief Executive
Officer
	 	 	 
	 	DIRECTOR
	 	 	 
	 	 
	 	GLENN APPEL, an individual






   





[Signature page to Director Agreement]


 






    

     

    




  


EXHIBIT A


 


DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT


 


 


(attached) 


 


[Exhibit A to Director Agreement]