Exhibit 10.1


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


 


THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of August 16, 2017, by and between Western
Capital Resources, Inc., a Delaware corporation (“Company”), and Angel Donchev, a resident of the District of Columbia
(“Employee”), and amends and restates an earlier Employment Agreement between the parties dated as of February 9, 2015
(the “Original Agreement”).


 


BACKGROUND 


 


A.       The
Company desires to employ Employee to assist the Company by rendering services on the terms and conditions provided in this Agreement,
and Employee desires to render services for the Company as provided herein.


 


B.       The
success of the Company depends, to a significant extent, upon the Company maintaining the secrecy of its proprietary information.


 


C.       While
employed by the Company, Employee will be entrusted with certain of its most sensitive information. Employee recognizes that it
is important that the Company protect its rights with respect to its confidential information. For the Company’s legitimate
protection, Employee is willing to reiterate, as set forth in the Original Agreement, several promises to the Company that reasonably
restrict Employee’s activities after Employee is no longer employed by the Company, and Employee acknowledges and agrees
that Employee earlier received in connection with entering into the Original Agreement, and is now receiving by virtue of his appointment
to the office of Chief Financial Officer pursuant to this Agreement, adequate and valuable consideration for making those promises
and entering into this Agreement.


 


D.       Prior
to entering into this Agreement, Employee has had sufficient time to consider the Company’s offer and its terms, including
the restrictive covenants contained in this Agreement. Employee enters into this Agreement voluntarily, without coercion or duress.
Employee has had the opportunity to consult with legal counsel of Employee’s choice prior to entering into this Agreement.


 


NOW, THEREFORE, in
consideration of the above premises and the terms and conditions below, the Company and Employee understand and agree as follows:


 


AGREEMENT


 


1.           Employment.


 


a.       Term.
The Company hereby employs Employee, and Employee hereby accepts such employment, for a term commencing as of August 15, 2017 and
continuing thereafter through the close of business on April 30, 2019, unless sooner terminated in accordance with the provisions
of Section 5 (the “Term”).


 






     


     


    




 


b.       Position
and Duties. Employee shall serve as the Chief Investment Officer and Chief Financial Officer of the Company, and Employee’s
primary duties and responsibilities in such capacity shall include (i) sourcing deals, leading due-diligence investigations, performing
financial evaluations and models, integrating acquired businesses, assisting with any required financing, strategic planning and
modeling, assisting in the sale of Company subsidiaries or parts thereof, provide strategic direction and analysis for the Company
and its subsidiaries as needed and (ii) review the 10K, 10Q filings and various public disclosures of the Company and ensure they
are accurate and filed in a timely manner, oversee the Company’s finance department, ensure that consolidated monthly financial
statements are accurate and published in a timely manner, oversee the Company’s outside SOX consultants and the internal
audit work and SOX testing performed by the Company’s controller, perform various investor relations functions for the Company,
manage the Company’s banking relationship and the required reporting associated with it, and (iii) such other duties as may
be assigned to Employee by the Chief Executive Officer of the Company or the Board of Directors of the Company (the “Board”).
The Company specifically agrees that Employees duties will not include preparation of tax-related documentation and filings, and
that such documentation and filings shall be prepared and reviewed by tax experts. Employee will duly, loyally and diligently perform
all the duties, responsibilities and requirements to the Company in a timely and proficient manner during Employee’s employment.
The Company agrees that all subsidiary CFOs will report to employee when it comes to public company/SOX related items, or other
items required for Employee to perform his duties. Employee shall be able to work remotely from anywhere, and shall not be required
to relocate for the term of his employment.


 


c.       Permitted
Activities. Notwithstanding Employee’s duties and obligations described herein, the parties wish to make it clear that
Employee may: (i) serve on industry, trade, civic or charitable boards or committees; as well as continue to serve on the boards
of directors of Swift Spinning, Inc. and AlphaGraphics, Inc.; (ii) engage in charitable activities and community affairs; and (iii)
manage his own personal investments, including but not limited to real estate, as long as none of the above such activities materially
interfere with the performance of Employee’s duties and responsibilities.


 


2.           Employee’s
Compensation and Benefits.


 


a.       Base
Salary. Employee will receive a gross annualized base salary of $300,000, less applicable legally required withholdings and
such other deductions as Employee voluntarily authorizes in writing. The base salary shall be payable in a manner that is consistent
with the Company’s ordinary payroll practices.


 


b.       Bonus.
Employee will be eligible to receive an annual bonus with an initial target of $135,000 tied to Employee accomplishing annual goals
as set by the Company’s CEO and/or Board.


 


c.       Health
Insurance. Employee and his immediate family members will be entitled to participate in the Company’s health insurance
plan that the Company offers to employees on the terms and conditions governing such plan.


 






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d.       Vacation.
Employee is eligible to take up to four weeks of paid vacation days in each calendar year. Any vacation time not taken by Employee
during the calendar year may not be carried forward into any succeeding calendar year.


 


e.       Expense
Reimbursement. Employer shall promptly reimburse Employee for reasonable out-of-pocket expenses incurred on behalf of Employer
by Employee in connection with the performance of Employee’s duties hereunder, including but not limited to monthly cellular
phone bills, Internet service provider bills, printer and office supplies and business travel-related expenses. Employee shall
endeavor to book flights in advance and stay in reasonably priced hotels.


 


f.        Options
Vesting Acceleration. In consideration for entering into this Agreement, the Company shall allow the accelerated vesting of
any unvested options issued to Employee pursuant to the Stock Option Agreement dated February 9, 2015 by and between Employee and
the Company (the “Option Agreement”). Upon the execution of this Agreement, all 65,000 shares subject to the Option
Agreement shall be deemed fully vested and the initial three-year term of employment under the Original Agreement shall be deemed
to have occurred for purposes of the Option Agreement.


 


3.           Company
Property. Employee understands that during Employee’s employment with the Company, Employee will be provided with, use
and/or possess Company property. Company property includes but is not limited to internal memoranda, records, forms, computer programs,
contacts, phone numbers, customer lists, customer data or information, and other proprietary information pertaining to the Company’s
business. Upon termination of Employee’s employment or upon the written request of the Company, Employee shall promptly return
all Company property to the Company in good condition. Employee agrees not to retain, download, divert or transfer in any manner
any files, documents, information or other data that are the property of the Company. Employee will not retain any copies or reproductions
of records, documents, data or other tangible items of Company.


 


4.           Nondisclosure
of Confidential Information.


 


a.       Definition.
For purposes of this Agreement, “Confidential Information” means any and all sensitive, confidential, proprietary and
trade secret information concerning or relating to the Company, including any information which derives independent economic value
from not being generally known to or readily ascertainable by proper means by other persons who can obtain economic value from
its disclosure or use. Examples of Confidential Information which are not to be disclosed or used except as required by Employee’s
employment with the Company or as expressly authorized in writing by the Company include, but are not limited to, the following:
(i) information concerning actual or potential customers, including their identities, contact information, financial information
concerning their actual or prospective business operations, identity and quantity of products or services provided by the Company,
any unpublished written materials furnished by or about them to the Company, pricing information relating to products, services
and materials the Company provides to customers, customer cost information, and other customer information, data, and documents;
(ii) information encompassed in all proposals, marketing and sales plans, financial information, processes and methods by which
products or services are provided, information relating to the cost and pricing of the Company of labor and materials provided
to customers, and all methods, concepts, know-how or ideas in or related to the business of the Company; and (iii) information
concerning the Company’s ownership, management, financial condition, financial operations, business activities or practices,
sales activities, marketing activities or plans, research and development, pricing practices, legal matters, and strategic business
plans including acquisitions. Failure to mark any of the Confidential Information as confidential will not affects its status as
Confidential Information.


 






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b.       Confidential
Information. Employee shall keep confidential and not disclose to anyone or use, either during or after Employee’s employment
with the Company, any Confidential Information of the Company except as required by Employee’s employment with the Company
or as expressly authorized in writing by the Company. The contractual obligations contained herein shall be in addition to any
and all obligations of confidentiality imposed by law. The obligations of this Section shall continue in full force and effect
for three years after the termination of this Agreement and the termination of Employee’s employment with the Company, except
as otherwise noted in Section 17 below.


 


c.       Exceptions.
The foregoing obligations of confidentiality shall not apply to any information that is generally known outside the Company or
readily ascertainable by proper means (for purposes hereof, “proper means” does not include obtaining information by
means of court order or subpoena or other judicial or administrative means) or that hereafter becomes generally known outside of
the Company through no fault of Employee or by the Company’s voluntary disclosure. Confidential Information is not considered
to be generally known or readily ascertainable because such has been disseminated subject to an obligation to keep such information
confidential.


 


d.       Ownership
and Use of Confidential Information. Employee acknowledges that the Company shall at all times be and remain the owner of all
Confidential Information disclosed to and acquired by Employee during Employee’s employment with the Company. Employee acknowledges
that Employee may use Confidential Information only for the limited purposes for which it was disclosed under this Agreement and
Employee’s employment with the Company. Employee shall use Employee’s best efforts to preserve the confidentiality
of such Confidential Information. Employee agrees not to remove from the premises of the Company or the sites at which Employee
works, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing
by the Company, any document or object containing or reflecting Confidential Information. Employee recognizes that all such documents
and objects are the sole and exclusive property of the Company and Employee shall safeguard such information and property against
disclosure, theft or damage.


 


e.       Return
of Confidential Information. Upon termination of employment or at such earlier time as the Company may request in writing,
Employee shall immediately return to the Company all Confidential Information and shall not retain copies of such Confidential
Information.


 






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5.           Termination.
Employee’s employment will terminate prior to the end of the Term in any of the following circumstances:


 


a.       Resignation.
Employee may terminate Employee’s employment upon at least 30 days’ advance written notice for any reason. In the Company’s
sole discretion, the Company may relieve Employee of Employee’s duties and responsibilities any time during the notice period
while continuing to provide Employee with Employee’s pay and benefits through the last day of the notice period.


 


b.       Death.
Employee’s employment will automatically terminate upon Employee’s death.


 


c.       Disability.
The Company may terminate Employee’s employment due to disability, meaning that Employee has a physical or mental impairment
that substantially limits one or more major life activities and is such that Employee, even with reasonable accommodations, cannot
perform the essential functions of Employee’s position.


 


d.       Without
Cause. The Company may terminate Employee’s employment without “Cause,” defined below, upon at least 30 days’
advance written notice.


 


e.       Cause.
The Company may terminate Employee’s employment immediately for “Cause” at any time during the Term. For purposes
of this Agreement, the term “Cause” shall mean any of the following:


 


		1)	Employee’s theft, dishonesty or fraud which has, or could reasonably be expected to have,
an adverse effect on the Company, its business, or interests as determined in the Company’s sole discretion;



 


		2)	Employee embezzles or misappropriates assets of the Company;



 


		3)	Employee fails to follow the reasonable and lawful instructions of the Chief Executive Officer
of the Company or the Board; provided, however, the Company will not have Cause if Employee has cured, to the Company’s satisfaction,
such failure(s) within 30 days after Employee shall have received written notice from the Company of the particulars of such failure(s);



 


		4)	The Company has a reasonable belief Employee engaged in some form of conduct prohibited by Company
policy or the law;



 


		5)	Employee fails to devote the working time, attention, skill and efforts to the business of the
Company as required by Section 1 of this Agreement in a manner acceptable to the Company; provided, however, the Company will not
have Cause if Employee has cured, to the Company’s satisfaction, such failure within 30 days after Employee shall have received
written notice from the Company of the particulars of such failure;



 






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		6)	Employee breaches a fiduciary duty or responsibility to the Company after 30 days’ advance
written notice; provided, however, the Company will not have Cause if Employee has cured, to the Company’s satisfaction,
such breach within 30 days after Employee shall have received written notice from the Company of the particulars of such breach;
or



 


		7)	The serious misconduct or gross negligence of Employee that results or could reasonably be expected
to result in damage to the Company, its business, or interests.



 


6.           Payments
Upon Termination. Following any termination of Employee’s employment under this Agreement, all compensation and benefits
provided to Employee under this Agreement shall cease to accrue as of the date of such termination, with Employee entitled to all
base salary and benefits hereunder accrued through the effective date of termination, except as set forth in the paragraphs below.


 


f.        In
the case of a termination arising under Section 5(b) from Employee’s death or under Section 5(c) from Employee’s incapacity
or disability, the Company shall, for a period of one month following death, incapacity or disability, pay to Employee’s
representative or estate an amount equal to Employee’s regular monthly installment of base salary and continue the benefit
programs in which Employee was participating at the time of death, incapacity or disability, including paying all premiums for
coverage for dependent family members.


 


g.       In
the case of a termination arising under Section 5(d) from the Company’s termination of Employee without Cause, then, subject
in all cases to Employee’s execution and delivery to the Company of a release and waiver of claims in customary and negotiated
form reasonably acceptable to the Company, the Company shall: (i) pay Employee severance pay in the form of continuation of Employee’s
then-current base salary, less standard deductions and withholdings, for a period of 12 months from the effective date of Employee’s
termination of employment with Company, with such payments to be made at the same time as the base salary otherwise would have
been payable had Employee not been terminated; and (ii) if Employee elects continued coverage under COBRA, reimburse him for his
health insurance premiums (for both himself and his family) for a period of 12 months from the effective date of Employee’s
termination of employment with Company, but only if and to the extent that the Company was paying such premiums at the time of
termination.


 


h.       In
the case of a termination arising under Section 5(e) from the Company’s termination with Cause or under Section 5(a) from
the resignation of the Employee, then (i) no severance or continued benefits shall be due to Employee and (ii), if there are any
damages to the Company arising by virtue of the events, actions or omissions constituting Cause, then the Company shall be entitled
to offset the amount of any such damages against any amounts owed to Employee under this Section.


 






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7.          Indemnity.
The Company will indemnify, defend and hold harmless the Employee, to the maximum extent permitted by applicable law, against all
costs, charges and expenses incurred or sustained by Employee in connection with any action, suit or proceeding (including reasonable
attorneys’ fees) to which Employee may be made a party by reason of Employee’s employment with Company or of any subsidiary
or affiliate of the Company (other than with respect to a claim brought against Employee by the Company itself). Employee shall
also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company
maintains such a liability insurance policy now or in the future. In addition, the Company shall provide Side A coverage to Employee
with a limit of no less than $2 million.


 


8.          Notices.
All notices or other communications hereunder will be in writing and will be deemed given on (i) the day given in person, (ii)
the next business day if sent by nationally recognized overnight delivery service to the party at the address set forth below or
to such other addresses as will be specified by notice to the other party hereunder, or (iii) the next business day if sent by
email or facsimile transmission with electronic confirmation obtained:


 


If to the Company:


 


John Quandahl


Chief Executive Officer


Western Capital Resources,
Inc.


11550 I Street, Suite
150


Omaha, NE 68137


Telephone Number: (402)
551-8888


Fax Number: (402) 733-8545


Email: johnq@wcrimail.com


 


If to Employee:


 


Angel Donchev


2410 17th Street NW,
Apartment 308


Washington, D.C. 20009


Telephone Number: (202)
531-2021


Email: angel@donchev.com


 


9.        Reasonableness
of Restrictions. Employee agrees that the restrictions set forth in this Agreement are reasonable and do not unduly restrict
Employee’s post-employment activities.


 


10.      Employee’s
Representations. Employee hereby represents and certifies that Employee is not subject to any other agreement or restrictive
covenant that Employee violates by entering into employment with the Company. Further, Employee represents that no conflict of
interest or breach of Employee’s fiduciary duties will result by entering into employment with and performing duties for
the Company. Employee further agrees and certifies that Employee will not use or disclose to the Company any confidential, proprietary
or trade secret information belonging to another individual or entity which may not properly be used or disclosed by Employee to
the Company. Notwithstanding the above, the Company acknowledges that Employee was previously an employee of Blackstreet Capital
Management, LLC (“BCM”) and is party to various agreements with BCM and its affiliates. Employee’s employment
with BCM terminated on February 8, 2015, but notwithstanding that termination any then-existing agreements related to investments
and carried interest in BCM, its affiliated funds, their general partners, and/or operating companies remained, and shall be permitted
to remain, in place. The Company also acknowledges that Employee is a shareholder of Ladary LLC, an entity which currently leases
two properties to the Company or its subsidiaries.


 






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11.      Remedies.
The Company and Employee agree and acknowledge that a violation of this Agreement will cause irreparable harm and damage to the
Company which may not be compensated by the receipt of money damages. Thus, in addition to any other relief afforded by law, including
damages sustained by a breach of this Agreement and without any necessity of proof of actual damage, the Company will have the
right to enforce this Agreement by specific remedies, which will include, among other things, temporary and permanent injunctions
to stop the breach, threatened breach, or anticipated breach of this Agreement, it being the understanding of the parties that
both damages and injunctions will be proper modes of relief and are not to be considered as alternative remedies. With regard to
any proceeding filed or brought by any of the parties against another party, the “prevailing party,” as defined below,
shall be entitled to recover all of its reasonable costs and expenses incurred in connection with such dispute, including expenses,
court costs, witness fees and legal and accounting fees. The term “prevailing party” means that party whose position
is substantially upheld in a final and non-appealable judgment rendered in such proceeding.


 


12.      Entire
Agreement. This is the entire agreement between the parties with respect to the matters addressed herein, and supersedes and
replaces the Original Agreement (except as noted in the final sentence of this Section). There are no other agreements, written
or verbal, between the parties concerning these matters, except the Option Agreement which shall remain in place and the provisions
in item 2(f) of this Agreement shall override any conflicting provisions in the Option Agreement.


 


13.      Amendments.
This Agreement may be amended or supplemented only in writing and signed by both the Employee and by a duly authorized representative
of the Company.


 


14.      Governing
Law and Venue. The validity, enforceability, construction and interpretation of this Agreement shall be governed by the laws
of the State of Nebraska without regard to its conflicts-of-law principles. Any dispute arising out of or related to this Agreement,
or any breach or alleged breach hereof, shall be exclusively decided by a state or federal court in the State of Nebraska. Employee
irrevocably waives Employee’s right, if any, to have any disputes between Employee and the Company arising out of or related
to this Agreement decided in any jurisdiction or venue other than a court in the State of Nebraska, Douglas County. Employee hereby
(a) waives any objection that Employee might have now or hereafter to the foregoing jurisdiction and venue of any such litigation,
action or proceeding, (b) irrevocably submits to the exclusive jurisdiction of any such court set forth above in any such litigation,
action or proceeding, and (c) waives any claim or defense of inconvenient forum.


 






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15.      Blue
Pencil Doctrine. In the event that any one or more of the provisions of this Agreement or any application thereof, shall be
found to be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions
and any application thereof, shall not in any way be affected or impaired thereby. To the extent any provision of this Agreement
is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable.
The provisions of this Agreement shall, where possible, be interpreted so as to sustain their legality and enforceability.


 


16.      Successors
and Assigns. The Company may assign this Agreement to, and this Agreement will bind and inure to the benefit of, any parent,
subsidiary, affiliate or successor of the Company. Employee will execute any agreement necessary or appropriate for this Agreement
to be assigned to the assignee. This Agreement will not be assignable by Employee.


 


17.      Survival
of Provisions. The provisions of this Agreement relating to Employee’s confidentiality obligations, set forth in Sections
4 and 11, will survive the termination of this Agreement and/or Employee’s employment with the Company and will remain in
full force and effect for three years thereafter; provided, however, that the obligations of Employee with respect to any trade
secrets shall survive any termination of this Agreement and apply thereafter until such trade secrets shall no longer constitute
“trade secrets” under applicable law.


 


18.      Counterparts;
Delivery. This Agreement may be executed in any number of counterparts, and each such counterpart hereof will be deemed to
be an original instrument, and all such counterparts together will constitute but one agreement. Valid and binding signatures to
this Agreement may be delivered by electronic transmission, such as facsimile and .PDF.


 


19.      No
Waiver. No term or condition of this Agreement will be deemed to have been waived nor shall there be any estoppel to enforce
any provision hereof, except by a written instrument executed by the party charged with waiver or estoppel. A party’s delay,
waiver or failure to enforce any of the terms of this Agreement or any similar agreement in one instance shall not constitute a
waiver of its rights hereunder with respect to other violations of this or any other agreement.


 


19.      Definition.
For purposes of Section 3 and 4 of this Agreement, the capitalized term “Company” shall include Western Capital Resources,
Inc. together with all of its current and future direct and indirect subsidiary entities.


  


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 IN WITNESS
WHEREOF, the parties have executed this Amended and Restated Employment Agreement on the date first stated above.


 





	ANGEL DONCHEV	WESTERN CAPITAL RESOURCES, INC.
	 	 	 
	 /s/ Angel Donchev	 	By:	/s/
    John Quandahl
	 	 	John Quandahl
	 	 	Chief Executive Officer


 






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