Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 29, 2015
by and between FBEC Worldwide, Inc., a Wyoming corporation (the “Company”), and Jason Spatafora (the “Employee”).


 


WHEREAS, the Company wishes to employ
the Employee as Chief Executive Officer and the Employee wishes to work for the Company as Chief Executive Officer; and


 


WHEREAS, the Company and the Employee
wish to enter into this Agreement on the terms and conditions set forth below.


 


NOW, THEREFORE, it is hereby agreed
as follows:


 


§1.EMPLOYMENT.
The Company hereby employs the Employee, and the Employee hereby accepts employment, upon the terms and subject to the conditions
hereinafter set forth.


 


§2.DUTIES.
The Employee shall perform the duties described on Exhibit A. The Employee agrees to devote his best efforts to the performance
of his duties to the Company. The foregoing shall not be construed to prohibit the Employee from engaging in other work activities,
provided that such activities do not significantly interfere or conflict with the performance by the Employee of his duties, responsibilities,
or authorities hereunder.


 


§3.TERM.
The Employee’s term of employment hereunder shall commence on the date hereof (the “Commencement Date”)
shall continue until the one (1) year anniversary of the Commencement Date (the “Term”), unless earlier terminated
pursuant to §6 hereof or extended by mutually agreement of the Company and the Employee.


 


§4.COMPENSATION
AND BENEFITS. In consideration for the Employee’s services hereunder, the Company shall compensate
the Employee as follows:


 


(a)Base Salary.
Until the termination of the Employee’s employment hereunder, the Company shall pay the Employee, in accordance with the
Company’s payroll practices, a base salary (the “Base Salary”). The Base Salary will be paid at
a monthly rate of $15,000. Employee’s Base Salary may not be decreased except in connection with a reduction in the salaries
of all Employees and similar administrative employees of the Company.


 


(b)Signing Bonus.
Upon execution of this Agreement, the Company shall issue the Employee 2,000,000 shares of restricted common stock of the Company
(the “Common Stock”).


 


(c)Launch Bonus.
Upon the successful launch of any product by the Company during the Term, the Employee shall be issued of shares of restricted
Common Stock in an amount equal to $10,000, based on the closing price, as quoted on the OTCQB or the Pink Sheets, on the day of
the product launch. Such shares of Common Stock shall be paid in four equal quarterly installments, beginning on the date following
the subject product launch.




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(d)Performance
Bonus. For every 1,000,000 units of Company products sold by the Company during the Term, the Employee shall be issued
shares of restricted Common Stock in an amount equal to $20,000 based on the closing price, as quoted on the OTCQB or the Pink
Sheets, on the day of the sale of the 1,000,0000 unit. Such shares of Common Stock shall be paid in four equal quarterly installments,
beginning on the date following the subject sale.


 


(e)Benefits.
Employee shall not receive any benefits, medical or otherwise.


 


§5.EXPENSES.
The Company shall reimburse the Employee for all reasonable business expenses authorized by the Company and reasonably and necessarily
incurred by the Employee in the performance of his duties, responsibilities, and authorities hereunder.


 


§6.TERMINATION.
The Employee’s employment hereunder shall commence on the Commencement Date and continue until the earlier of (i) the expiration
of the Term, and any mutually agreed upon extension of such term, and (ii) the occurrence of any of the following:


 


(a)Death or Disability.
The Employee’s employment shall terminate upon the death of the Employee during the term of his employment hereunder or,
subject to applicable law, at the option of the Company, in the event of the Employee’s disability, upon thirty (30) days’
written notice. The Employee shall be deemed disabled if an independent medical doctor certifies that the Employee has for ninety
(90) consecutive or non-consecutive days in any twelve (12) month period been disabled in a manner which has rendered him unable
to perform the essential functions of his job duties with or without reasonable accommodation. The Employee will cooperate in submitting
to a medical examination for the purpose of certifying disability under this §6(a) if necessary.


 


(b)For Cause.
The Company may terminate the Employee’s employment for “Cause” immediately upon written notice by the Company
to the Employee. For purposes of this Agreement, “Cause” shall mean:


 


(i)the Employee has
committed any act of fraud, embezzlement, misappropriation or theft in the course of the Employee’s employment with the Company;


 


(ii)the Employee has
violated any federal, state or local law, ordinance, rule or regulation (other than minor traffic violations or similar offenses)
in the course of Employee’s employment with the Company that is materially detrimental to the Company’s business, reputation,
or goodwill;


 


(iii)the Employee has
been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving
moral turpitude while employed by the Company; or




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(iv)the Employee has
(A) failed to perform his job duties and responsibilities under this Agreement or (B) breached any material provision under this
Agreement or any of the Company’s written policies, and such failure or breach is not cured within thirty (30) days after
the Company provides written notice to Employee of such failure.


 


(c)Termination
without Cause. The Company may terminate the Employee’s employment without cause at any time with thirty (30) days’
prior written notice to the Employee.


 


(d)Termination
by Employee for Good Reason. Subject to the Company’s right to cure as set forth in the last sentence of this §6(d),
the Employee may terminate his employment for Good Reason at any time upon thirty (30) days’ prior written notice to the
Company. Good Reason shall mean the following:


 


(i)any reduction, without
his consent, in the aggregate Base Salary, other compensation owed to the Employee (as specified herein), taken as a whole;


 


(ii)a change in title
or duties inconsistent with Employee’s position that materially reduces the Employee’s position with the Company;


 


(iii)any material breach
of this Agreement by the Company; or


 


(iv)the Employee finds a suitable replacement
for himself and (A) such replacement is approved by the shareholders of Company and (B) such replacement accepts the position of
Chief Executive Officer of the Company.


 


To terminate his employment
for Good Reason, the Employee must provide notice to the Company of the Good Reason condition within sixty (60) days of the initial
existence of the condition, upon which, the Company shall have a period of thirty (30) days to cure. The Employee must terminate
his employment with the Company within ninety (90) days of the initial existence of the condition to terminate for Good Reason.


 


(e)Termination
by Employee without Good Reason. The Employee may terminate his employment at any time without good reason upon thirty
(30) days’ prior written notice to the Company.


 


(f)Rights and
Remedies on Termination. Upon the termination of Employee’s employment in accordance with §6(a),(b), and (e)
the Company shall be required to pay only for (A) any unpaid Base Salary due for the period prior and through the date of termination,
and (B) following submission of proper expense reports by the Employee, reimbursement for all expenses properly incurred in accordance
with §5 of this Agreement, prior to the date of termination, and all obligations of the Company to pay salary and other payments
to the Employee hereunder shall terminate effective as of the date of such termination. Upon the termination of Employee’s
employment in accordance with §6(c), and (d) the Company shall be required to pay (A) any unpaid Base Salary due for the period
prior and through the date of termination, (B) following submission of proper expense reports by the Employee, reimbursement for
all expenses properly incurred in accordance with §5 of this Agreement, prior to the date of termination, and (C) four (4)
additional months of Employee’s Base Salary. Any other payments to the Employee hereunder shall terminate effective as of
the date of such termination




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§7.CONFIDENTIAL
INFORMATION, NON-SOLICITATION, NON DISPARAGEMENT; THIRD-PARTY INFORMATION.


 


(a)Confidentiality.
The Employee recognizes and acknowledges that he has acquired and will acquire confidential, proprietary and trade secret information
concerning the Company, and its affiliates, including, without limitation, the identities and contact information of customers,
merchants, vendors or suppliers and agents, pricing policies, methods of operation, proprietary computer programs, sales, profit,
cost and other financial information, market information, business strategies, employee information, technical processes, information
processing standards and practices, customer service and service quality standards, trade secrets and other confidential information
about customers, merchants, vendors or suppliers (hereinafter called “Confidential Information”). All
Confidential Information is a legitimate protectable interest of the Company. The Employee shall not, during or after his term
of employment, use or disclose any Confidential Information to any person, firm, corporation, association, or any other entity
for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder and
for the benefit of the Company or as required by law. In the event of the termination of his employment, whether voluntary or involuntary
and whether by the Company or the Employee, or upon request of the Company at any time, the Employee shall deliver to the Company
all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind
or any reproductions (in whole or in part) or extracts of any items relating to any Confidential Information. The Employee further
agrees that upon termination of the Employee’s employment with the Company, the Employee will execute a termination certificate,
certifying the return of all Confidential Information. The Employee will not, at any time during or after his employment with the
Company, use, copy, publish, summarize, or remove from the Company’s premises Confidential Information, except during his
employment to the extent necessary to carry out his duties and responsibilities.


 


(b)Non-Solicitation.
The Employee hereby agrees that from the Commencement Date through the two year anniversary of the date of the termination
of the Employee’s employment with Company, the Employee will not (i) directly or indirectly, as agent, Employee, consultant,
representative, stockholder, manager, partner, or in any other capacity, employ or engage, or recruit or solicit the services of,
or otherwise contact for the purpose of offering employment or engagement to, any person who is employed or engaged by the Company
or had been employed by or engaged by the Company within one year prior to such engagement, recruitment or solicitation; or (ii)
directly or indirectly take away, on behalf of himself or any other person or entity, the business of any customer, merchant, vendor
or supplier of the Company. The Employee acknowledges that the duration set forth in this §7(b) is reasonable in scope; provided,
however, if at any time the provisions of this §7(b) shall be finally determined to be invalid or unenforceable by a court
of competent jurisdiction, the parties hereby agree that the court making the determination of invalidity or unenforceability will
have the power to reduce the duration of the term or provision to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified. As used in
this §7(b) “Person” means a corporation, an association, a partnership, an organization, a business, a
limited liability company, an individual, a government or political subdivision thereof or a governmental agency. The Employee
agrees that the restrictive covenants contained in this §7(b) shall be enforceable whether the Employee’s employment
is terminated by Employee or the Company.




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(c)Non-Disparagement.
In consideration of Employee’s services hereunder and the compensation to be paid or provided to the Employee by the Company,
each party hereto agrees that it or he will not, during or after the term of Employee’s employment hereunder, make any statement
or otherwise take any action that would or might reasonably be interpreted as harmful or disparaging to the other party hereto
or its or his stockholders, directors, officers, employees, agents or representatives, as applicable. However, nothing in this
§7(c) shall prohibit any party from testifying truthfully in any proceeding or providing truthful information as legally required
to provide such information.


 


(d)Third-Party
Information. The Employee acknowledges that the Company received and in the future will receive from third parties said
third parties’ confidential information, subject to a duty to maintain the confidentiality of such information and to use
it only for certain limited purposes. Employee will treat such information in a manner consistent with the Company’s agreement
with such third parties, and without limiting the foregoing, the Employee will not, directly or indirectly, use, make available,
sell, disclose or otherwise communicate to any third party, other than in his assigned duties for the benefit of the Company, any
such confidential information.


 


(e)Representations
and Warranties. The Employee represents and warrants that (i) his employment with the Company does not and will not breach
any agreements with or duties to a former employer or any other third party; (ii) the Employee has no obligations inconsistent
with the terms of this Agreement or with his undertaking a relationship with the Company, and the Employee will not enter into
any agreement in conflict with this Agreement; (iii) there is no other contract to assign inventions, trademarks, copyrights, ideas,
processes, discoveries or other intellectual property that is now in existence between the Employee and any other person or entity.
The Employee agrees that he will promptly inform the Company if he becomes aware of any fact that would cause his representations
and warranties above to be false.


 


§8.GENERAL.


 


(a)Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally
or if mailed by certified mail, return receipt requested, postage prepaid or sent by facsimile, to the relevant address set forth
below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto
in accordance with this §8(a):


 


If to the Company, to:


 


1522 San Ignacio Ave., #3 


Coral Gables, FL 33143


Attn: CEO






 


If to the Employee, to:










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Any such written notice
shall be effective (i) if delivered personally, when received, (ii) if sent by overnight courier, when receipted for, (iii) if
mailed, five (5) days after being mailed as described above, and (iv) if sent by facsimile, upon generation of a transmission report
by the machine from which the facsimile was sent which indicates the date that the facsimile was sent if sent during normal business
hours on any business day, otherwise on the next business day following the generation of such report.


 


(b)Rights Cumulative.
The rights and remedies provided herein are cumulative, and the exercise of any right or remedy, whether pursuant hereto, to any
other agreement, or to law, shall not preclude or waive the right to exercise any or all other rights and remedies.


 


(c)Survival of
Obligations. Termination of this Agreement or the Employee’s employment shall not affect the Employee’s continuing
obligations as set forth in this Agreement.


 


(d)Severability.
If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.


 


(e)Waivers.
No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power
or privilege, nor shall any single or partial exercise or any such right, power or privilege preclude any further exercise thereof
or the exercise of any other right, power or privilege.


 


(f)Withholding.
All amounts payable by the Company to the Employee hereunder may be reduced prior to the delivery of such payment to the Employee
by an amount sufficient to satisfy any applicable federal, state, local or other tax withholding requirements.


 


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


 


(h)Assignment.
The Employee agrees that the Company may assign to another person or entity that succeeds to the business of the Company any of
the Company’s rights under this Agreement, provided that the Company shall remain fully liable for all of its obligations
hereunder. The Employee may not assign his obligations under this Agreement.


 


(i)Assigns.
This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of each of the parties
hereto.




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(j)Entire Agreement;
No Oral Modification. This Agreement contains the entire understanding of the parties, supersedes all prior agreements
and understandings relating to the subject matter hereof, and shall not be amended except by a written instrument hereafter signed
by each of the parties hereto.


 


(k)Governing
Law. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State
of Florida.


 


(l)Section 409A.
This Agreement is intended to be interpreted and applied so that the payments set forth herein shall either be exempt from
the requirements of Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance issued thereunder (“Section
409A”), or shall comply with the requirements of Section 409A. In no event may the Employee, directly or indirectly,
designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of
compensation” within the meaning of Section 409A. Notwithstanding anything in this Agreement or elsewhere to the contrary,
a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts that constitute “non-qualified deferred compensation” within the meaning of Section 409A
upon or following a termination of the Employee’s employment unless such termination is also a “separation from service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service” within the meaning of Section
409A. For purposes of Section 409A, each payment under this Agreement to the Employee (including any installment payments) shall
be deemed a separate payment. With respect to any expense reimbursement provided pursuant to this Agreement (i) the expenses eligible
for reimbursement must be incurred during the term of employment, (ii) the amount of expenses eligible for reimbursement during
any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year, (iii) the reimbursements
for expenses for which the Employee is entitled to be reimbursed shall be made on or before the last day of the calendar year following
the calendar year in which the applicable expense is incurred, and (iv) the right to payment or reimbursement hereunder may not
be liquidated or exchanged for any other benefit. Notwithstanding any provision in this Agreement or elsewhere to the contrary,
if on the Employee’s termination of employment, the Employee is deemed to be a “specified employee” within the
meaning of Section 409A, any payments due upon a termination of the Employee’s employment under any arrangement that constitutes
a “deferral of compensation” within the meaning of Section 409A (whether under this Agreement, any other plan, program,
payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treasury Regulation section
1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treasury Regulation
section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to the Employee in a lump sum (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) on the earlier of (x) the date which is six months
and one day after the Employee’s separation from service for any reason other than death, and (y) the date of the Employee’s
death, and any remaining payments shall be paid or provided in accordance with the normal payment dates specified for such payment.


 


Employee Acknowledgment.
The Employee has had the opportunity to consult legal counsel in regard to, and has read and understood, this Agreement. The Employee
is fully aware of its legal effect, and has entered into it freely and voluntarily and based on his own judgment and not on any
representations or promises other than those contained herein.


 


{Rest of Page Intentionally Left Blank.}




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IN WITNESS WHEREOF, and intending to
be legally bound hereby, the parties hereto have caused this Employment Agreement to be duly executed as of the date and year first
above written.


 


	 	FBEC WORLDWIDE, INC.
	 	 
	 	By:     /s/ Jason Spatafora
	 	Name: Jason Spatafora
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	 
	 	/s/ Jason Spatafora_______________________
	 	Jason Spatafora




 


 


 


 


 


 


 


 


 


 


 






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