Exhibit 10.11


 


EMPLOYMENT AGREEMENT


 


Executive Initial: ____


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered into as of the ___ day of _______________ 2021 (the “Effective Date”), by and between FGI Industries
Ltd. (“FGI” or the “Company”) and David Bruce (“Executive”).


 


The Company desires to employ Executive, and
Executive desires to be employed by the Company, on the terms and conditions set forth in this Agreement, and the separate Confidentiality,
Non-Competition and Non-Solicitation Agreement, which is a condition of the Company agreeing to employ Executive. This Agreement is intended
to supersede any and all prior understandings and agreements between Executive, the Company and the Company’s parents, subsidiaries
and affiliates relating to the provision of services by Executive, with respect to the subject matter herein.


 


In
consideration of the mutual promises and covenants set forth below, and in the separate Confidentiality, Non-Competition and Non-Solicitation
Agreement, and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Executive
agree as follows:


 


		1.0	POSITION, DUTIES AND RESPONSIBLITIES.
                                            Executive will be employed as the Chief Executive Officer of the Company and will have such
                                            duties and responsibilities as are consistent with such position and as may be assigned to
                                            Executive from time to time by the Company or the Company’s Board of Directors or functional
                                            equivalent (the “Board”).



 


		1.1	Executive shall perform all duties and
                                            exercise all authority in accordance with and otherwise comply with all Company policies,
                                            procedures, practices, and directions.



 


		1.2	Executive shall refrain from any act or
                                            omission adverse to the Company’s best interests, including but not limited to any
                                            act or omission that could harm the Company’s existing or potential relationships with
                                            any existing or potential client, customer, supplier, employee, executive, contractor or
                                            other business partner or affiliate.



 


		1.3	Executive shall devote all of his business
                                            time and best efforts to successfully perform his duties and advance Company’s interests.
                                            During his employment, Executive shall not render services of any nature whatsoever (including
                                            board memberships) for which he receives compensation without the Company’s prior written
                                            consent; provided, however this provision does not prohibit him from personally owning and
                                            trading in stocks, bonds, securities, real estate, commodities or other investment properties
                                            for his own benefit which do not create actual or potential conflicts of interest with Company,
                                            nor does this provision prohibit Executive from serving as a director of any educational
                                            institution attended by one of his children, or of the church or religious organization of
                                            his choice.



 


		1.4	Executive represents that he is free to
                                            accept employment with the Company, and that Executive has no prior or other commitments,
                                            restrictions, covenants or obligations of any kind to anyone else or any entity that would
                                            hinder, preclude or interfere with Executive’s acceptance of his obligations under
                                            this Agreement or the exercise of Executive’s best efforts in the performance of his
                                            duties and responsibilities hereunder.



 






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Executive Initial: ____


 


		2.0	COMPENSATION. In consideration for
                                            the agreements made by Executive herein and the performance by Executive of his obligations
                                            hereunder and in the separately executed Confidentiality, Non-Competition and Non-Solicitation
                                            Agreement, the Company agrees to pay Executive,



 


		2.1	A base salary equivalent to $300,000 per
                                            annum (“Base Salary.”) The Base Salary shall be subject to annual review, although
                                            any determination to decrease or increase the Base Salary shall be within the Company’s
                                            sole discretion.



 


		2.2	In addition to the Base Salary, Executive
                                            may receive a discretionary performance bonus; however, the payment of any such bonus shall
                                            be subject to Executive’s employment with the Company at the time such bonus is scheduled
                                            to be paid by the Company. Executive will participate in any Company Bonus and Incentive
                                            Program at the Executive’s title level; provided, however, that Executive’s participation
                                            is subject to the applicable terms, conditions and eligibility requirements of the program,
                                            as they may exist from time to time.  The Executive may be eligible to receive a discretionary
                                            cash bonus based on meeting performance metrics. In addition, Executive may be eligible to
                                            receive stock options in accordance with the terms of the Company’s Employee Stock
                                            Purchase Plan (“ESOP”) as well as certain equity awards in accordance with the
                                            terms of the Company’s Equity Incentive Plan (“EIP”).



 


		2.3	Executive may participate in all medical,
                                            dental, disability insurance, 401(k) pension, vacation and other executive benefit plans
                                            and programs which may be made available from time to time to Company employees at Executive’s
                                            level; provided, however, that Executive participation is subject to the applicable terms,
                                            conditions and eligibility requirements of these plans and programs, some of which are within
                                            the plan administrator’s discretion, as they may exist from time to time. The Company
                                            will pay 100% of the cost of the applicable premiums for Medical, Dental, Vision, Short-Term
                                            Disability, Long-Term Disability and Life Insurance coverage during Executive’s employment.



 


During Executive’s employment,
the Company shall maintain a life insurance policy in an amount no less than $100,000 for Executive subject to applicable terms, conditions
and eligibility requirements of such policy.


 


Executive shall be entitled to four (4) weeks
of paid vacation in accordance with Company policies and procedures and flexible Paid Time Off, as needed.


 


		2.4	The Company will pay or reimburse Executive
                                            for automobile use of up to $900 per month, subject to Executive providing acceptable documentation
                                            of such automobile expense. Executive acknowledges that as a result of this benefit, Executive
                                            may be imputed income for tax purposes. The Company shall reimburse Executive for all reasonable
                                            travel and other business expenses incurred by him in the performance of his duties to the
                                            Company in accordance with the Company’s applicable expense reimbursement policies
                                            and procedures.



 






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Executive Initial: ____


 


		2.5	The Company will pay for the reasonable
                                            costs of relocation of the Executive if relocation for continued employment is mandated by
                                            the Company.



 


		2.6	Nothing in this Agreement shall require
                                            Company to create, continue or refrain from amending, modifying, revising or revoking any
                                            of the plans, programs or benefits set forth in Sections 2.2 and 2.3. Executive acknowledges
                                            that Company, in its sole discretion, may amend, modify, revise, or revoke any such plans,
                                            programs, benefits. Any amendments, modifications, revisions, and revocations of these plans,
                                            programs, and benefits shall apply to Executive. Nothing in the Agreement shall afford Executive
                                            any greater rights or benefits with regard to these plans, programs and benefits than are
                                            afforded to him under their applicable terms, conditions and eligibility requirements, some
                                            of which are within the plan administrator’s discretion, as they may exist from time
                                            to time.



 


		3.0	TERM OF EMPLOYMENT. Executive’s
                                            employment under this Agreement shall commence on the Effective and continue “at-will”
                                            until terminated pursuant to Section 3 of this Agreement.



 


		3.1	Either party may terminate the employment
                                            relationship without Cause at any time upon giving the other party ninety (90) days of written
                                            notice.



 


		3.2	The Company may terminate Executive’s
                                            employment immediately without notice at any time for any of the following reasons, which
                                            shall constitute “Cause”: (i) any act or omission of Executive, including,
                                            but not limited to misconduct, negligence, unlawfulness, dishonesty, inattention to the business,
                                            conflict of interest or competitive business activities, which, as determined by the Company
                                            or the Board, in its sole discretion, may be detrimental to the Company’s interests;
                                            (ii) Executive’s failure to comply with Company policies, procedures, practices
                                            or directions, as determined by the Company or the Board in its sole discretion; (iii) any
                                            other reason recognized as “Cause” under applicable law; (iv) Executive’s
                                            commission of fraud, embezzlement, theft or misappropriation of any monies, assets or properties
                                            of the Company or any of its parents, subsidiaries, affiliates or employees; (v) conviction
                                            of, or plea of nolo contendere to, any felony; or (vi) Executive’s breach of this
                                            Agreement.



 


		3.3	Executive understands that the separately
                                            executed Confidentiality, Non-Competition and Non-Solicitation Agreement shall survive the
                                            termination of Executive’s employment and/or termination of this Agreement regardless
                                            of the reasons for such termination.



 


		4.0	COMPENSATION UPON TERMINATION, CHANGE OF
                                            CONTROL THROUGH ACQUISITION, MERGER OR SALE OF THE COMPANY



 


		4.1	If the Company terminates Executive’s
                                            employment for “Cause,” the employment relationship shall terminate immediately,
                                            and the Company shall owe no further compensation to Executive under this Agreement except
                                            for any Base Salary earned by Executive through the date of termination, any unreimbursed
                                            business expenses that are submitted to the Company within 10 days after the date of termination,
                                            and benefits, if any, due to Executive, as determined in accordance with the applicable benefit
                                            plans of the Company.



 






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Executive Initial: ____


 


		4.2	If the Company terminates Executive’s
                                            employment without “Cause,” the Company will pay Executive:



 


		(i)	An amount equal to fifty-two weeks of
                                            Executive’s Base Salary less applicable withholding for taxes and any other items as
                                            to which a withholding obligation may exist. If Executive has been employed by the Company
                                            for less than one year, the Company will pay a pro-rated portion of the Severance Proceeds
                                            (the payments set forth in this Section 4.2 are hereinafter referred to as the “Severance
                                            Proceeds”)). The Severance Proceeds will be paid in approximately equal installments
                                            on or about regular payroll dates over a period of time equal to the number of weeks of Executive’s
                                            Base Salary that make up the Severance Proceeds (the “Severance Period”);



 


		(ii)	No more than twelve (12) months of the
                                            Executive’s cost for exercising the COBRA option for extended health coverage for the
                                            plan in effect at the time of termination; and



 


		(iii)	A pro-rated portion of any annual bonus
                                            that Executive would have been entitled to receive with respect to the fiscal year of termination
                                            had his employment had not been terminated, based upon the percentage of the fiscal year
                                            that shall have elapsed through the date of Executive’s termination of employment.
                                            Such bonus shall be paid at the same time it would have been paid had the Executive's employment
                                            not been terminated.



 


		4.3	Company’s obligation to provide
                                            the Severance Proceeds under Section 4.2 is conditioned upon:



 


		(i)	Executive’s agreement to and compliance
                                            with all of the obligations set forth in the separately executed Confidentiality, Non-Competition
                                            and Non-Solicitation Agreement; and



 


		(ii)	Executive’s execution and non-revocation
                                            of a release of claims and covenant not to sue against the Company in the form provided by
                                            the Company (the “Release”) and the expiration of any revocation period provided
                                            for in the Release.



 


		(iii)	Notwithstanding anything in this Agreement
                                            to the contrary, if (i) Executive breaches any of the restrictions set forth in the
                                            Confidentiality, Non-Competition and Non-Solicitation Agreement or any similar restrictions
                                            set forth in any written agreement between Executive and the Company, or (ii) at any
                                            time following termination of Executive’s employment with the Company, the Company
                                            determines that Executive engaged in an act or omission that, if discovered during Executive’s
                                            employment, would have entitled the Company to terminate Executive’s employment hereunder
                                            for Cause, Executive will forfeit his entitlement to the Severance Proceeds, to the extent
                                            not yet paid. Following any such forfeiture, Executive will remain subject to the restrictions
                                            set forth in the Confidentiality, Non-Competition and Non-Solicitation Agreement.



 






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Executive Initial: ____


 


		(iv)	On termination of Executive’s employment
                                            for any reason, Executive will immediately resign from any and all other positions or committees
                                            that Executive holds or is a member of with any member of the Company, including as an officer
                                            or director.



 


		4.4	If there is a Change of Control (defined
                                            below) and subject to the terms of any Change of Control agreement, a termination resulting
                                            from a Change of Control will result in the Executive being treated as having been terminated
                                            without “Cause” and Company’s obligations to Executive shall be construed
                                            according to the terms of Sections 4.2 and 4.3 above.



 


“Change of Control” is defined
as (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date
hereof), of shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding capital
stock of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company
by Persons who were neither (i) nominated by the board of directors of the Company nor (ii) appointed by directors so nominated;
or (c) the acquisition of direct or indirect Control of the Company by any Person or group.


 


		4.5	If Executive accepts employment with another
                                            person or entity and becomes eligible for non-restrictive Medical Insurance during the period
                                            in which he is receiving COBRA reimbursement payments pursuant to Section 4.2, then
                                            the payments made by the Company for COBRA reimbursement pursuant to Section 4.2 will
                                            cease.



 


		4.6	Executive is not entitled to receive any
                                            compensation or benefits upon his termination except as is: (i) set forth in this Agreement;
                                            (ii) otherwise required by law; or (iii) otherwise required by an executive benefit
                                            plan in which he participates; provided, however that the terms and conditions afforded Executive
                                            under this Agreement are in lieu of any severance benefits to which he otherwise might be
                                            entitled pursuant to any severance plan, policy or practice.



 


		4.7	Nothing in this Agreement is intended
                                            to waive or supplant any death, disability, retirement, 401(k) or pension benefits in
                                            which Executive participates. In the event of Executive’s death or disability, the
                                            terms of Section 4.2 do not apply. For purpose of this Section 4, “disability”
                                            means that Executive has been unable to engage in any substantial gainful activity by reason
                                            of any medically determinable physical or mental impairment for 180 days in any one year
                                            period and has qualified to receive long-term disability payment under the Company’s
                                            long-term disability policy. Notwithstanding the foregoing, if as a result of absence because
                                            of mental or physical incapability the Executive incurs a “separation from service”
                                            within the meaning of such term under Section 409A, the Executive shall on such date
                                            automatically be terminated from employment as a disability termination.



 






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Executive Initial: ____


 


		5.0	SECTION 409A COMPLIANCE. This
                                            Agreement is intended to meet the requirements of Section 409A of the Internal Revenue
                                            Code of 1986, as amended, and the regulations and Treasury guidance promulgated thereunder,
                                            with respect to amounts subject thereto and will be interpreted and construed consistent
                                            with that intent. If any provision of this Agreement would subject Executive to any additional
                                            tax or interest under Section 409A, then the Company and Executive agree to negotiate
                                            in good faith and jointly execute an amendment to modify this Agreement to the extent necessary
                                            to comply with the requirements of Section 409A; provided that no such amendment will
                                            increase the total compensation expense of the Company under this Agreement.



 


5.1            (i) If,
at the time of termination of Executive’s employment hereunder Executive is deemed to be a “specified employee” of
the Company within the meaning of Section 409A, then (x) only to the extent necessary to comply with the requirements of Section 409A,
any payments to which Executive is entitled under this Agreement in connection with such termination that are subject to Section 409A
(and not otherwise exempt from its application) will be withheld until the first business day of the seventh month following the date
of such termination (the “Delayed Payment Date”), (y) on the Delayed Payment Date, Executive will receive a lump sum
payment in an amount equal to the aggregate amount of such payments that otherwise would have been made to Executive prior to the Delayed
Payment Date and (z) following the Delayed Payment Date, Executive will receive the payments otherwise due to Executive in accordance
with the payment terms and schedule set forth herein; (ii) with respect to a payment of “deferred compensation” (as
defined in Section 409A) triggered by a termination of employment, a termination of employment will be deemed not to have occurred
until such time as Executive insures a “separation of service” with the Company in accordance with Section 409A; (iii) for
purposes of Section 409A, each payment in a series of installment payments provided under this Agreement will be treated as a separate
payment; and (iv) no expenses eligible for reimbursement, or in-kind benefits provided, to Executive under this Agreement under
any calendar year will affect the amounts of eligible for reimbursement in any other calendar year, to the extent subject to the requirements
of Section 409A, and no such right to reimbursement or in-kind benefits will be subject to liquidation or exchange for any other
benefits.


 


		6.0	RETURN OF COMPANY PROPERTY. Upon the
                                            termination of his employment for any reason, Executive shall (i) deliver to Company
                                            all records, memoranda, data, documents and other property of any description which refer
                                            or relate in any way to the Company’s trade secrets or confidential information, including
                                            all copies thereof, which are in his possession, custody or control; (ii) deliver to
                                            the Company all Company property (including, but not limited to keys, credit cards, customer
                                            files, contracts, proposals, work in process, manuals, forms, computer stored work in process
                                            and other computer data, research materials, other items of business information concerning
                                            any Company clients, or business methods, including all copies thereof) which is in Executive’s
                                            possession, custody or control; (iii) being such records, files and other materials
                                            up to date before returning them; and (iv) fully cooperate with Company, in winding
                                            up Executive’s work and transferring that work to other individuals designated by Company.



 






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Executive Initial: ____


 


		7.0.	COOPERATION; ASSIGNMENT OF INVENTIONS.
                                            Following the termination of Executive’s employment, the Executive shall execute any
                                            and all documents reasonably requested by the Company to secure the Company’s right
                                            to any work product, copyrights, patents, trade secrets, or other intellectual property associated
                                            with any ideas, concepts, techniques, inventions, processes, works of authorship developed
                                            for or created by the Executive solely or jointly with others, during the course of performing
                                            work for or on behalf of the Company or any affiliate of the Company or that Executive conceived,
                                            developed, discovered or made in whole or in part during Executive’s employment by
                                            the Company that were made through the use of any trade secrets or other confidential information
                                            of the Company or that result from any work the Executive performed for the Company or any
                                            affiliate of the Company, and the Executive agrees to make himself available as reasonably
                                            requested by the Company with respect to, and to use reasonable efforts to cooperate in conjunction
                                            with, any litigation or investigation arising from events that occurred during the Executive’s
                                            employment with the Company. To the extent possible, all software, compilations and other
                                            original works of authorship that Executive conceived, developed, discovered or made in whole
                                            or in part during Executive’s employment by the Company that were made through the
                                            use of any trade secrets or other confidential information of the Company or that result
                                            from any work the Executive performed for the Company or any affiliate of the Company will
                                            be considered a “work made for hire” under Title 17 of the United States Code.
                                            Upon request of the Company at any during or after Executive’s employment, Executive
                                            will take such further actions, including execution and delivery of instruments of conveyance,
                                            as may be appropriate to evidence, perfect, record or otherwise give full and proper effect
                                            to any assignments of rights under or pursuant to this Agreement.



 


		8.0	ENTIRE AGREEMENT. This Agreement, and
                                            the separately executed Confidentiality, Non-Competition and Non-Solicitation Agreement,
                                            constitutes the entire agreement between the parties pertaining to the subject matter hereof
                                            and supersedes all prior and contemporaneous statements, term sheets, understandings, negotiations
                                            and discussions, whether oral or written, of the parties with respect to such subject matter.
                                            This Agreement may be amended or modified only by a written agreement signed by Executive
                                            and an expressly authorized representative of the Company.



 


		9.0	SEVERABILITY. If a court of competent
                                            jurisdiction holds that any provision or sub-part thereof contained in this Agreement is
                                            invalid, illegal, or unenforceable, that invalidity, illegality, or unenforceability shall
                                            not affect any other provision in this Agreement. Additionally, if any of the provisions,
                                            clauses or phrases in the Confidentiality, Non-Competition and Non-Solicitation Agreement
                                            are held unenforceable by a court of competent jurisdiction, then the parties desire that
                                            they be “blue-penciled” or rewritten by the court to the extent necessary to
                                            render them enforceable.



 






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Executive Initial: ____


 




		10.0.	PARTIES BOUND. The terms, provisions,
                                            covenants and agreements contained in this Agreement shall apply to, be binding upon and
                                            inure to the benefit of the Company’s successors and assigns, and the Company at its
                                            discretion, may assign this Agreement. Executive may not assign this Agreement without Company’s
                                            prior written consent.



 


		11.0	REMEDIES. Executive acknowledges that
                                            his breach of this Agreement would cause Company, irreparable harm for which damages would
                                            be difficult, if not impossible, to ascertain and legal remedies would be inadequate. Therefore,
                                            in addition to any legal or other relief to which Company may be entitled by virtue of the
                                            Executive’s breach or threatened breach of this Agreement, Company may seek equitable
                                            relief, including but not limited to preliminary and injunctive relief, and such other available
                                            remedies.



 


		12.0	GOVERNING
                                            LAW; VENUE. This Agreement, and the employment relationship established herein,
                                            shall be governed by and construed in accordance with the laws of the State of New Jersey,
                                            United States of America, without regard to conflicts of law principles. Any and all disputes
                                            arising from or relating to this Agreement or to the Executive’s employment with the
                                            Company shall be submitted to arbitration in New Jersey in accordance with the Comprehensive
                                            Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services (JAMS)
                                            and the arbitration determination resulting from any such submission will be final and binding
                                            on the parties. Judgment upon the award rendered by the arbitrator may be entered in any
                                            court having jurisdiction thereof. Notwithstanding the foregoing, this Section shall
                                            not preclude either party from pursuing a court action for the sole purpose of obtaining
                                            a temporary restraining order or an injunction in circumstances in which such relief is appropriate;
                                            including the enforcement of post-termination restrictive covenants.



 


		13.0	NOTICES. Notices and all other communications
                                            provided for in this Agreement will be in writing and will be deemed to have been duly given
                                            when delivered or mailed by Unite States registered mail, return receipt requested,, addressed
                                            to the respective address set forth on the execution page of this Agreement or Executive’s
                                            current address on record at the Company.



 


		14.0	WITHOLDING TAXES. The Company may
                                            withhold from any amounts payable under this Agreement such federal, state. Local and other
                                            taxes as may be required to be withheld pursuant to any applicable law or regulation.



 


		15.0	COUNTERPARTS. This Agreement may be
                                            signed in counterparts, each of which will be original, with the same effect as if the signature
                                            thereof and hereto were on the same instrument.



 






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Executive Initial: ____


 




		16.0	CONSTRUCTION; KNOWING AND VOLUNTARY.
                                            Executive acknowledges that he has had adequate time to consult with legal counsel of his
                                            choosing concerning the terms and conditions of this Agreement. Executive warrants that he
                                            has carefully read this Agreement, understands its terms and accepts them. No ambiguity in
                                            any provision shall be construed against either party on account of that party being considered
                                            the drafter of that provision of the Agreement. The headings of the sections of this Agreement
                                            are inserted for convenience only and shall not in any way affect the meaning or construction
                                            of this Agreement.



 


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Executive Initial: ____


 


IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.


 


	 	 	 
	David Bruce	 	Date
	 	 	 
	FGI INDUSTRIES LTD.	 	 
	 	 	 
	 	 	 
	NAME:	 	Date
	TITLE:	 	 




 






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