EXHIBIT 10.1


 





EXECUTIVE EMPLOYMENT AGREEMENT







 


This
Executive Employment Agreement (the “Agreement”), effective as of April 21, 2014 is entered into by and between Vape
Holdings, Inc., a Delaware corporation (the “Company”), and Joe Andreae, an individual (“Executive”).
Company and Executive may be referred to herein individually as a “Party” or collectively as the “Parties.”


 


Position
and Responsibilities


 


a.     
Position Executive has extensive training and experience managing companies in the legal cannabis industries, and Company
desires to employ Executive to render services to the Company in the position of President. Executive shall perform such duties
and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional
duties now or hereafter assigned to Executive by the Company. Executive shall abide by the rules, regulations, and practices as
adopted or modified from time to time in the Company’s sole discretion.


 


b.     
No Conflict  Executive represents and warrants that Executive’s execution of this Agreement, Executive’s
employment with the Company, and the performance of Executive’s proposed duties under this Agreement shall not violate any
obligations the Executive may have to any other employer, person or entity, including any obligations with respect to proprietary
or confidential information of any other person or entity.


 


Compensation
and Benefits


 


a.     
Compensation In consideration of the services to be rendered under this Agreement, the Company shall pay Executive
the initial compensation of Seventy Five Thousand Dollars ($75,000.00) per year. Executive’s Compensation will be reviewed
from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees
and may be adjusted in the sole discretion of the Company.


 


b.     
Benefits Executive shall be eligible to participate in the benefits made generally available by the Company to similarly
situated Executives, in accordance with the benefit plans established by the Company, and as may be amended from time to time
in the Company’s sole discretion.


 


c.      
Bonuses Executive shall be eligible to receive bonuses made generally available by the Company to similarly situated
Executives.


 


d.     
Stock Options. Subject to the approval of the Company's Board of Directors, the Company may grant options to purchase
shares of common stock of the Company to Employee (OTCQB:VAPE) pursuant to an approved stock option plan (the “Stock Options”).
The Stock Options will vest as determined by the Board of Directors in its sole discretion. The exercise price per share will
be equal to the fair market value per share on the date the Stock Option is granted.


 






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e.      
Expenses  The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive’s
duties hereunder in accordance with the Company’s expense reimbursement guidelines. However, Executive must get prior written
approval by a duly authorized representative of the Company other than Executive for any expenses over $500.


 


TERM
OF EMPLOYMENT; Termination By Company


 


a.     
Employment Term The employment of Executive shall be for a period of two (2) years and may be terminated at any time
for any reason or no reason by the Company or Executive upon thirty (30) days’ written notice. Either Party hereto shall
have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for
the benefit of creditors of the other Party.


 


b.     
Severance Except in situations where the employment of Executive is terminated For Cause, By Death or By Disability
(as defined in Section 4 below), in the event that the Company terminates the employment of Executive at any time, Executive will
be eligible to receive an amount equal to the then-current Base Salary of the Executive payable in the form of salary continuation
for a six month period following termination. Executive shall not be entitled to any severance payments if Executive’s employment
is terminated For Cause, By Death or By Disability (as defined in Section 4 below) or if Executive’s employment is
terminated by Executive (in accordance with Section 5 below).


 


Other
Terminations By Company


 


a.     
Termination for Cause For purposes of this Agreement, “For Cause” shall mean: (i) Executive commits a crime
involving dishonesty, breach of trust, or physical harm to any person; or (ii) Executive willfully engages in conduct that is
in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets,
fraud or embezzlement. The Company may terminate Executive’s employment For Cause at any time, without any advance notice.
The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject
to any other rights or remedies of Employer under law; and thereafter all obligations of the Company under this Agreement shall
cease.


 


b.     
By Death Executive’s employment shall terminate automatically upon Executive’s death. The Company shall
pay to Executive’s beneficiaries or estate, as appropriate, any compensation then due and owing. Thereafter all obligations
of the Company under this Agreement shall cease. Nothing in this Section shall affect any entitlement of Executive’s heirs
or devisees to the benefits of any life insurance plan or other applicable benefits.


 


c.      
By Disability If Executive becomes eligible for the Company’s long term disability benefits or if, in the sole
opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive
by reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundred and twenty
(120) days in any twelve (12) month period, then, to the extent permitted by law, the Company may terminate Executive’s
employment. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination,
and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect Executive’s
rights under any disability plan in which Executive is a participant.


 






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Termination
By Executive


 


a.     
Termination by Executive Executive may terminate employment with the Company at any time for any reason or no reason
at all, upon thirty (30) days’ advance written notice. During such notice period Executive shall continue to diligently
perform all of Executive’s duties hereunder. The Company shall have the option, in its sole discretion, to make Executive’s
termination effective at any time prior to the end of such notice period as long as the Company pays Executive all compensation
to which Executive is entitled up through the last day of the thirty-day notice period. Thereafter all obligations of the Company
shall cease.


 


Termination
Obligations


 


a.     
Return of Property Executive agrees that all property (including without limitation all electronic devices, equipment,
tangible proprietary information, documents, records, notes, contracts and computer-generated materials) which was furnished,
created, or prepared incidentally to Executive’s employment belongs to the Company and shall be promptly returned to the
Company upon termination of Executive’s employment.


 


b.     
Resignation and Cooperation Upon termination of Executive’s employment, Executive shall be deemed to have resigned
from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate
with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees.
Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that
relates to Executive’s employment by the Company.


 


CONFIDENTIALITY;
Prohibition on Third Party Information


 


a.     
Confidentiality Executive acknowledges that Executive will have access to proprietary information regarding the business
operations of the Company and agrees to keep all such information secret and confidential and not to use or disclose any such
information to any individual or organization without the Company’s prior written consent. It is hereby agreed that from
time to time Executive and the Company may designate certain disclosed information as confidential for purposes of this Agreement.


 


b.     
Non-Disclosure of Third Party Information Executive represents and warrants and covenants that Executive shall not
disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others at any time,
including but not limited to any proprietary information or trade secrets of any former employer, if any; and Executive acknowledges
and agrees that any violation of this provision shall be grounds for Executive’s immediate termination and could subject
Executive to substantial civil liabilities and criminal penalties. Executive further specifically and expressly acknowledges that
no officer or other employee or representative of the Company has requested or instructed Executive to disclose or use any such
third party proprietary information or trade secrets.


 






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GOVERNING
LAW; Arbitration


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of a dispute
related to or arising from the terms of this Agreement: (i) such dispute shall be resolved before the American Arbitration
Association in Los Angeles County, California and (ii) the prevailing Party shall be entitled to all attorneys’ fees
and costs.


 


Amendments;
Waivers; Remedies


 


This
Agreement may not be amended or waived except by a writing signed by Executive and by a duly authorized representative of the
Company other than Executive. Failure to exercise any right under this Agreement shall not constitute a waiver of such right.
Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified
for a Party herein shall be cumulative and in addition to all other rights and remedies of the Party hereunder or under applicable
law.


 


Assignment;
Binding Effect


 


a.     
Assignment The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right
to assign, and shall not assign or purport to assign, any rights or obligations under this Agreement. This Agreement may be assigned
or transferred by the Company; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or
a sale of any or all or substantially all of its assets.


 


b.     
Binding Effect Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit
of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company;
and the heirs, devisees, spouses, legal representatives and successors of Executive.


 


Notices


 


All
notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly
given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States
first class registered or certified mail, return receipt requested, to the principal address of the other party. The date of notice
shall be deemed to be the earlier of: (i) actual receipt of notice by any permitted means, or (ii) five business days
following dispatch by overnight delivery service or the United States Mail. Executive shall be obligated to notify the Company
in writing of any change in Executive’s address.
  






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Severability


 


If
any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall
be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect.
In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce
the time period or scope to the maximum time period or scope permitted by law.


 


Taxes


 


All
amounts paid under this Agreement (including without limitation Initial Compensation and Severance) shall be paid less all applicable
state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.


 


Interpretation


 


This
Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any Party. Sections and
section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or
interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural
the singular.


 


OBLIGATIONS
SURVIVE TERMINATION OF EMPLOYMENT


 


Executive
agrees that any and all of Executive’s obligations under this Agreement shall survive the termination of employment and
the termination of this Agreement.


 


Counterparts


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all
of which together shall constitute one and the same instrument.


 


Authority


 


Each
Party represents and warrants that such Party has the right, power and authority to enter into and execute this Agreement and
to perform and discharge all of the obligations hereunder and that this Agreement constitutes the valid and legally binding agreement
and obligation of such Party and is enforceable in accordance with its terms.


 






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Entire
Agreement


 


This
Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company
and may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices,
policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement,
the provisions of this Agreement shall control.


 


Executive
AcknowledgEment


 


EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ
AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY
BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.


 


In
Witness Whereof, the parties have duly executed this Agreement effective as of the
date first written above.


 


	VAPE
    HOLDINGS, INC.	 	EXECUTIVE:
	 	 	 
	By:	/s/
    Kyle Tracey	 	/s/
    Joe Andreae
	Name:	Kyle
    Tracey	 	Joe
    Andreae
	Title:	Chief
    Executive Officer	 	 


 


 




 


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