Exhibit 10.1
	 	Ironclad Performance Wear	 
	 	2201 Park Place, Suite 101	 
	 	El Segundo, California 90245 	 













	William Aisenberg	April 22, 2014	 
	3900 Legacy Trail Circle	 	 
	Carrollton, Texas 75010	 	 
	Delivered Via Email:	 	 







Dear Bill:


Ironclad Performance
Wear Corp. (the “Company”) is pleased to offer you employment on the following terms:


		1.	Position. You will serve in a full-time capacity as Executive Vice President &
Chief Financial Officer of the Company. You will report directly to the President & CEO. Your primary duties will be those
normally and customarily vested in the office of Chief Financial Officer of a corporation, subject to the supervision, direction
and control of the Board. By signing this letter agreement, you represent and warrant to the Company you are under no contractual
commitments inconsistent with your obligations to the Company.



		2.	Salary and Bonus. You will be paid a salary at the annual rate of $225,000, payable in semi-monthly
installments in accordance with the Company’s standard payroll practices for salaried employees. Your pay will be reviewed
annually by the CEO and the Compensation Committee. Your pay will be subject to adjustment pursuant to the Company’s employee
compensation policies in effect from time to time. You will also have the opportunity to earn an annual incentive bonus of up to
30% of your salary based upon the Company’s achieving its stated revenue and Operating Income (Operating income is defined
as Earnings before interest, tax, depreciation, amortization, and stock option expense) targets, and upon you and or the Company
achieving certain stated corporate objectives. (First year would be prorated based on May start date) The actual bonus plan will
be completed with your input within 30 days of the commencement date of your employment. Your earned bonus will be paid based upon
the results of 2014, with 50% paid in cash on or before the end of Q1 2015 and 50% paid in restricted stock. The restricted stock
will be granted, if the bonus is earned, at the end of Q1 2015, and 50% of such grant (the “Unvested Portion”)
shall be subject to a risk of forfeiture until such time as the Board reasonably determines that the 2015 performance will surpass
the 2014 performance for revenue and Operating Income, and upon such determination, the Unvested Portion shall become fully vested.
If the Board has not made the determination that 2015 performance for revenue and Operating Income will surpass the same for 2014
on or before December 31, 2015, the Unvested Portion shall become forfeited. You will be responsible for making your own determination
as to whether you will make an 83(b) election with respect to the Unvested Portion and pay income tax on the Unvested Portion at
the fair market value thereof on the date of grant, or wait until the Unvested Portion becomes fully vested, and pay income tax
on the Unvested Portion at the fair market value thereof on the date of vesting.



		3.	Stock Options. As approved by the Compensation Committee, you will be granted an option
to purchase 1,000,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market
value per share on the last trading date prior to your first day of employment, which will be the date the option is actually granted.
The option will be subject to the terms and conditions applicable to options granted under the Company’s Stock Incentive
Plan, as described in that Plan and the applicable stock option agreement. You will vest in 25% of the option shares after 12 months
of continuous service, and the balance will vest in monthly installments over the next 36 months of service, as described
in the applicable stock option agreement. In the event there is a sale of the Company to an unaffiliated third party buyer (provided
that a “going private” transaction or private equity investment or purchase of equity interests in the Company shall
not be considered a “sale” even if it might constitute a “change in control”), during the term of your
employment, your unvested stock options shall be vested immediately prior to such sale. In the event there is a “going private”
transaction or private equity investment or purchase of equity interests in the Company that is not considered a “sale,”
during the term of your employment, and if your employment with the Company is terminated by the Company for any
reason other than “cause” (as defined below) within 6 months thereafter, your unvested stock options shall be vested
immediately upon such termination.




    	 



    	 



    
		4.	Employment Benefits. During your employment, you shall be eligible to participate in all
operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all executive
officers of the Company generally are entitled to participate, including, to the extent then in effect, group life, medical, disability
and other insurance plans, all on the same basis applicable to employees of the Company who are senior executive officers. You
shall also be entitled to vacation benefits commensurate with that provided to senior executive officers, and reimbursement of
all business expenses in accordance with the Company’s policies on expense reimbursement. We understand that you will be
commuting to California from your home in Texas. The Company agrees to pay the reasonable costs of your commute and lodging in
California.



		5.	Proprietary Information and Inventions. Like all Company employees, you will be required,
as a condition to your employment with the Company, to sign the Company’s standard Employee Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit A.



		6.	Period of Employment. Your employment with the Company will be “at will,” meaning
that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without cause.
Any contrary representations which may have been made to you are superseded by this offer. Notwithstanding the foregoing, in the
event your employment is terminated by the Company other than for “cause” (as defined below) (A) within six (6) months
of a sale of the Company to an unaffiliated third party buyer or any “going private” transaction or private equity
investment or purchase of equity interests in the Company that results in a change in the beneficial ownership of securities of
the Company of more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company, the
Company shall continue to pay your then-current base salary for a period of twelve (12) months following the effective date of
such termination, and (B) at any other time during the term of your employment, the Company shall continue to pay your then-current
base salary for a period of six (6) months following the effective date of such termination. This is the full and complete agreement
between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s
personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be
changed in an express written agreement signed by you and a duly authorized officer of the Company. For purposes of this letter
agreement, “cause” means (i) a material breach of any provision of any written agreement between you and the Company
after notice to you of the particular details thereof and a period of 30 days thereafter within which to cure such breach and your
failure to cure such breach within such 30 day period; (ii) conviction of, or a plea of nolo contendere for, any felony criminal
offense or any offense involving dishonesty or moral turpitude; (iii) engaging in dishonest or fraudulent activities which are
injurious to Company; (iv) refusal to follow any lawful directives of the Board; (v) gross negligence or incompetence or willful
misconduct which is injurious to Company; or (vi) breach of fiduciary duty to the Company which involves a material personal profit.
You further agree that should your base salary be paid under this section for 6 months or 12 months you will not accept employment
with, consult with or for, or assist in any way any other company in the business of making, marketing or selling gloves that are
competitive to those of Ironclad.



		7.	Outside Activities. While you render services to the Company, you will not engage in any
other gainful employment, business or activity without the written consent of the Board. While you render services to the Company,
you also will not assist any person or organization in competing with the Company, in preparing to compete with the Company or
in hiring any employees of the Company.



		8.	Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction
to reflect applicable withholding and payroll taxes.



		9.	Entire Agreement. This letter and the Exhibit attached hereto contain all of the terms of
your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and
the Company.




    	 



    	 



    
		10.	Amendment and Governing Law. This letter agreement may not be amended or modified except
by an express written agreement signed by you and a duly authorized officer of the Company. THE TERMS OF THIS LETTER AGREEMENT
AND THE RESOLUTION OF ANY DISPUTES WILL BE GOVERNED BY CALIFORNIA LAW, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



Pursuant to Ironclad’s
policy for hiring executive officers, this offer is contingent upon the satisfactory results of a background check, and your passing
a drug screening test. Also, as required by law, your employment with the Company is contingent upon your providing legal proof
of your identity and authorization to work in the United States.


We hope that you find
the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating both
the enclosed duplicate original of this letter and the enclosed Proprietary Information and Inventions Agreement and returning
them to the Company.


This offer, if not
accepted, will expire at the close of business on April 30, 2014.


We look forward to having you join us at
Ironclad!








	 	Very truly yours,	 
	 	 	 
	 	IRONCLAD PERFORMANCE WEAR CORP.	 
	 	 	 
	 	 	 
	 	By: /s/ Jeff Cordes	 
	 	Jeffrey Cordes President & CEO	 







 


I have read and accept this employment offer:


 





	/s/ William Aisenberg	 
	Signature of William Aisenberg	 
	 	 
	 	 
	Dated: April 22, 2014