EXHIBIT 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”), effective as of October 1, 2021 (the “Effective Date”) of Twin Vee PowerCats Co., a Delaware
corporation, with its principal place of business located at 3101 S. US-1, Ft. Pierce, Florida 34982 (the “Company”), is entered
into by and between Carrie Gunnerson, an individual residing in Florida (“Executive”), and the Company. Except as otherwise
defined herein, capitalized terms and phrases shall have the meaning described thereto in Section 13 of this Agreement.


 


WHEREAS, the Company and
Executive desire to set forth the terms and conditions under which Executive shall be employed, and upon which Executive shall be compensated
by the Company.


 


WHEREAS, the Company desires
to employ Executive as its Chief Financial Officer for the period and upon the terms and conditions set forth in this Agreement.


 


WHEREAS, Executive desires
to serve in such capacities for such period and upon such terms.


 


NOW THEREFORE, in consideration
of the foregoing recitals, the mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:


 


1.         Term.
The Company agrees to employ Executive, and Executive accepts such employment with the Company, upon the terms and subject to the conditions
set forth in this Agreement. Executive’s employment shall commence as of the Effective Date and unless earlier terminated as provided
herein, the initial term of this Agreement will be for a period of five (5) years, commencing on the date of this Agreement (the “Initial
Term”); provided that thereafter this Agreement will be extended for additional one (1) year periods unless, no later than
sixty (60) days prior to the expiration of the Initial Term or any such one (1) year extension period, as the case may be, either the
Company or Executive provides notice to the other of its intent to terminate this Agreement upon the completion of the Initial Term or
any such one (1) year extension period (the period of Executive’s employment by the Company under this Agreement will be referred
to as the “Term”).


 


2.         Title;
Duties; Board; Principal Place of Employment.


 


(a)       Title;
Duties. During the Term, Executive shall serve as the Chief Financial Officer of the Company, reporting directly to the Company’s
Chief Executive Officer. Executive shall perform such specific duties as are commensurate with such positions and such other duties as
may be assigned to Executive from time to time by the Chief Executive Officer.


 


(b)       Principal
Place of Employment. Executive’s services shall be performed principally at the Company’s headquarters in Ft. Pierce,
Florida. However, from time to time, Executive may also be required by her job responsibilities to travel on Company business, and Executive
agrees to do so. Executive shall not be required to relocate from the Ft. Pierce, Florida area unless the Company relocates its corporate
headquarters, in which event Executive may be required to relocate to such location.


 


3.         Outside
Activities. Executive shall serve the Company faithfully and to the best of her ability, shall use her business judgment, skill and
best efforts to the advancement of the interests of the Company during the Term. Executive shall not engage, directly or indirectly, in
any other business, investment or activity that (a) interferes with the performance of Executive’s duties under this Agreement,
(b) is contrary to the interests of the Company or any of its affiliates, or (c) requires any portion of Executive’s business time;
provided, however, that, to the extent that the following does not impair Executive’s ability to perform Executive’s
duties pursuant to this Agreement, Executive, with the Chief Executive Officer’s prior written approval (which approval may be withheld
in the sole discretion of the Chief Executive Officer), may serve on the board or committee of any non-profit, educational, religious,
charitable or other similar organization, may have speaking engagements, and may serve as a member of the Board of Directors or equivalent
of other organizations or companies (collectively, “Outside Activities”), provided, however, that if, after
it provides prior written approval for an Outside Activity, the Chief Executive Officer determines in good faith that such Outside Activity
is inconsistent with applicable law or Company policy, or conflicts with Executive’s obligations under this Agreement, Executive
will cease any such Outside Activity upon written notice from the Chief Executive Officer.


 






     


     


    

 


4.         Cash
Compensation.


 


(a)       Base
Salary. During the Term of this Agreement, Executive shall receive a base salary at a gross rate of One Hundred Seventy Five Thousand
Dollars ($175,000) per annum (the “Base Salary”), payable in substantially equal installments in accordance with the Company’s
normal payroll practices for payment of its employees, as in effect from time to time. Executive’s Base Salary shall be subject
to upward adjustment from time to time, as determined by the Company’s Board of Directors (the “Board”), or a committee
thereof, in its sole discretion, but shall not be adjusted downward.


 


(b)       Bonuses
- Other Compensation. Executive shall be eligible to receive a target annual performance cash bonus of 30% of Executive’s then-Base
Salary (“Annual Target Bonus”). Executive’s Annual Target Bonus is not guaranteed and will be based on the Company’s
performance and/or Executive’s individual performance as determined by the Compensation Committee of the Board (the “Committee”)
in its discretion. The actual payout for this award will be calculated based solely on achievement against performance measures approved
by the Committee. Each year, specific targets will be approved by the Committee in the year’s first quarter and communicated to
Executive following such approval. Performance against these goals will be assessed after year end, with payout made no later than March
15 of the year following the year in respect of which the bonus was earned, subject to Executive’s continued employment through
the payment date. In addition, during the Term of this Agreement, the Board, in its sole discretion, may award additional compensation
to Executive other than as specifically provided by this Agreement.


 


(c)       Health
Insurance. During the Term of this Agreement, the Company shall pay for the cost of medical insurance for coverage for Executive and
her spouse.


 


5.         Equity
Compensation.


 


(a)       Initial
Stock Option Grants. Executive will be granted a stock option to purchase One Hundred and Thirty Six Thousand (136,000) shares of
Company common stock, pursuant to the Company’s option agreement under the Company’s 2021 Stock Incentive Plan or a successor
thereto (the “Plan”). The option shall vest and become exercisable in sixty (60) equal monthly installments commencing on
the first day of the month following the issuance date, subject to Executive’s continued employment through each such vesting date.


 


(b)       Equity
Grants. In its sole discretion, the Board may grant to Executive from time-to-time stock options to purchase shares of Company common
stock or such other equity awards as it may determine.


 






    2 


     


    

 


6.         Executive
Benefits.


 


(a)       Generally.
During the Term of this Agreement, Executive shall be eligible to participate in all benefit and fringe benefit plans made available to
other executive officers of the Company. Any such participation shall be subject to the terms and conditions of the applicable plan documents,
applicable law, generally applicable Company policies, and the discretion of the Company, all as provided for in or contemplated by such
plans. Subject to the terms of such plans and applicable law, the Company may alter, modify, add to or delete its employee benefit plans
at any time, in its sole discretion, without recourse by Executive.


 


(b)       Vacation.
Executive shall be entitled to four (4) weeks per year paid vacation time as provided in the Company’s vacation policies and procedures
as in effect from time to time. Executive may take accrued vacation at such time or times as are mutually agreed upon by Executive and
the Company. All matters relating to vacation time, including but not limited to accrual, carryover and forfeiture of vacation time, shall
be governed by, and Executive agrees to be bound by, the Company’s policies and procedures regarding vacation time as in effect
from time to time.


 


7.         Expenses.
The Company will reimburse Executive for reasonable travel, entertainment and other expenses incurred by Executive in the furtherance
of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect
from time to time. The Company and/or the Board may periodically audit or review such expenses to ensure they are for legitimate business
expenses.


 


8.         Deduction
and Withholding. Notwithstanding any other provision of this Agreement, any payments or benefits hereunder shall be subject to the
withholding of such amounts, if any, relating to tax and other payroll deductions, as the Company reasonably determines it should withhold
pursuant to any applicable law or regulation.


 


9.         Termination
of Agreement.


 


(a)       Termination
Date. Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the first to occur
of any of the following, at the time set forth therefore (the “Termination Date”):


 


   (i)        Mutual Termination.
At any time by the mutual written agreement of Company and Executive;


 


   (ii)       Death or Disability.
Immediately upon the death of Executive or, subject to applicable law, a determination by Company that Executive has a Disability;


 


   (iii)      Voluntary Termination
By Executive. Ninety (90) days following Executive’s written notice to Company of termination of employment; provided, however,
that Company may waive all or a portion of such notice period and accelerate the effective date of such termination (termination pursuant
to this Subsection being referred to herein as “Voluntary” termination);


 


   (iv)      Termination For
Cause By Company. Immediately following notice of termination for “Cause” given by Company (as defined below) and failure
by Executive to Cure (as defined below), if applicable, with such notice specifying such Cause (termination pursuant to this Subsection
being referred to herein as termination for “Cause”);


 






    3 


     


    

 


   (v)       Termination Without
Cause By Company. The Company may terminate without Cause Executive’s employment under this Agreement at any time (termination
pursuant to this Subsection being referred to herein as termination “Without Cause”); or


 


   (vi)      Termination For
Good Reason by Executive. Subject to the notice and remedy provisions described in Section 14(d) below, at the election of Executive
for Good Reason so long as the Separation From Service (as such phrase is defined in Code Section 409A; Treasury Regulations Section 1.409A-1(h))
on account of any such condition occurs not later than sixty (60) days following the expiration of the thirty-day (30-day) remedy period
described in Section 14(d) below.


 


(b)       No
Limitation on Remedies. Termination pursuant to this Section 9 shall be in addition to and without prejudice to any other right or
remedy to which Company may be entitled at law, in equity, or under this Agreement.


 


10.       Basic
Rights at Termination. In the event Executive’s employment with the Company is terminated for any reason, Executive will be
entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) benefits or compensation as provided under
the terms of any employee benefit and compensation agreements or plans applicable to Executive; (c) unreimbursed business expenses required
to be reimbursed to Executive in accordance with and subject to Company’s policies applicable thereto; and (d) rights of indemnification
to which Executive may be entitled as of the Termination Date under the Company’s Certificate of Incorporation, Bylaws, this Agreement,
or separate indemnification agreement, as applicable. In addition, Executive will be entitled to the amounts and benefits specified in
Section 11 of this Agreement, to the extent applicable.


 


11.       Termination
Benefits.


 


(a)       Termination
Without Cause or Resignation for Good Reason. If Executive’s employment is terminated by the Company without Cause or if Executive
resigns for Good Reason during the first six (6) months following the Effective Date, Executive will receive a severance payment equal
to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by three (3) (less applicable tax withholdings),
such amounts to be paid out monthly in substantially equal installments over the three (3) month period following such termination in
accordance with the Company’s normal payroll policies. If Executive’s employment is terminated by the Company without Cause
or if Executive resigns for Good Reason after the first six (6) months following the Effective Date, Executive will receive a severance
payment equal to Executive’s monthly Base Salary as is in effect on the Termination Date multiplied by six (6) (less applicable
tax withholdings), such amounts to be paid out monthly in substantially equal installments over the six (6) month period following such
termination in accordance with the Company’s normal payroll policies.


 


(b)       Voluntary
Termination Without Good Reason or Termination for Cause. If Executive’s employment is terminated voluntarily by her without
Good Reason or is terminated for Cause by the Company, then, except as otherwise provided in the first sentence of Section 10 above or
Section 11(d), (i) all further vesting of Executive’s outstanding equity awards will terminate immediately; and (ii) all payments
of compensation by the Company to Executive hereunder will terminate immediately.


 






    4 


     


    

 


(c)       Termination
Due to Death or Disability. If Executive’s employment is terminated due to death or Disability, and (x) such termination is
not In Connection with a Change of Control, all outstanding, unvested equity awards that were awarded under the Company’s 2021 Stock
Incentive Plan will then vest, or (y) such termination is In Connection with a Change of Control, all outstanding, unvested equity awards
granted under any of the Company’s equity incentive plans will then vest. All outstanding vested stock options (including those
that vested under (x) or (y) herein, will remain exercisable until the first to occur of: the six (6) month anniversary of the date of
termination, the expiration date of the stock options, or such earlier time as provided under the applicable plan or grant agreement with
respect to a Change of Control. Except as otherwise provided in this Section 11(c), the first sentence of Section 10 above, or Section
11(d), all payments of compensation by the Company to Executive hereunder will terminate immediately upon Executive’s termination.


 


(d)       Separation
Agreement and Release of Claims. The receipt of any severance or other benefits pursuant to Sections 11(a) or 11(b) will be subject
to and conditioned on Executive first signing and not otherwise revoking a separation agreement and release of claims in substantially
the form appended hereto as Exhibit A (the “Release Agreement”), which Release Agreement shall contain Executive’s
affirmation of her obligation not to compete with the Company as described in Section 15 herein. For this purpose, the Release Agreement
must be signed by Executive and returned to the Company no later than thirty (30) days following the Termination Date in accordance with
the terms of the Release Agreement. Notwithstanding any other provision of this Agreement to the contrary, no severance or other benefits
will be paid or provided unless the Release Agreement becomes effective, and any severance amounts or benefits otherwise payable between
the Termination Date and the forty-fifth (45th) day following the Termination Date will be paid on such forty-fifth (45th) day.


 


(e)       No
Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any
earnings that Executive may receive from any other source reduce any such payment.


 


12.       Section
280G; Parachute Payments. If any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement,
policy, plan, program or arrangement or the lapse or termination of any restriction on or the vesting or exercisability of any payment
or benefit (each a “Payment”), would be subject to the excise tax imposed by Code Section 4999 (or any successor provision
thereto) or to any similar tax imposed by state or local law (such tax or taxes are hereafter collectively referred to as the “Excise
Tax”), then the aggregate amount of Payments payable to Executive shall be reduced to the aggregate amount of Payments that may
be made to Executive without incurring an excise tax (the “Safe-Harbor Amount”) in accordance with the immediately following
sentence; provided that such reduction shall only be imposed if the aggregate after-tax value of the Payments retained by Executive (after
giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of
the Payments to Executive without any such reduction. Any such reduction shall be made in the following order: (i) first, any future cash
payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to
zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to
zero); and (iv) fourth, all equity or equity derivative payments shall be reduced.


 


13.       Definitions.


 


(a)       Cause.
(A) Executive’s conviction of or plea of nolo contendere to a felony; (B) Executive’s commission of fraud, misappropriation
or embezzlement against any person; (C) the theft or misappropriation by Executive of any property or money of the Company or an affiliate;
(D) Executive’s breach of the terms of this Agreement; or (E) the willful or gross neglect of Executive’s duties, the willful
or gross misconduct in performance of Executive’s duties or the willful violation by Executive of any material Company policy. Notwithstanding
the foregoing, Cause shall not exist with respect to subsection (D) or (E), until and unless Executive fails to cure such breach, neglect
or misconduct (if such breach, neglect or misconduct is capable of cure) within ten (10) days after written notice from the Board.


 






    5 


     


    

 


(b)       Code.
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(c)       Change
of Control. For purposes of this Agreement, “Change of Control” will mean the occurrence of any of the following events:


 


   (i)        The consummation by
the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;


 


   (ii)       The approval by the
stockholders of the Company, or if stockholder approval is not required, approval by the Board, of either (1) a plan of complete liquidation
of the Company or (2) an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;
or


 


   (iii)      Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company’s then outstanding voting securities.


 


Notwithstanding the foregoing,
a Change of Control will not be deemed to have occurred unless such event would also be a Change in Control under Code Section 409A or
would otherwise be a permitted distribution event under Code Section 409A.


 


(d)       Disability.
For purposes of this Agreement, “Disability” will mean Executive’s inability to substantially perform her duties under
this Agreement as a result of incapacity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or to last for a period of twelve (12) months.


 


(e)       Good
Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following conditions, without
Executive’s express written consent; provided, however, that Executive’s employment is terminated no later than one hundred
eighty (180) days following the initial existence of one or more of the following conditions; provided further, that Executive must provide
the Company notice of Good Reason within ninety (90) days of the initial existence of one of the following conditions, upon which notice
the Company shall then have thirty (30) days in which to remedy the condition, under which circumstances the Company shall not be required
to pay any amounts specified in Section 11 of this Agreement:


 


   (i)        A material diminution
in Executive’s authority, duties or responsibilities in effect immediately prior to such diminution;


 


   (ii)       A material diminution
in Executive’s Base Salary that persists for longer than twelve (12) months; or


 


   (iii)      Any other action
or inaction that constitutes a material breach by the Company of this Agreement.


 






    6 


     


    

 


(f)       In
Connection with a Change of Control. For purposes of this Agreement, a termination by Company of Executive’s employment with
the Company is “In Connection with a Change of Control” if Executive’s employment is terminated by Company without Cause
or by Executive for Good Reason within twelve (12) months following a Change of Control.


 


14.       Return
of Company Property and Records. Upon any termination of employment for any reason or no reason, or upon the Company’s request
at any time, Executive shall immediately return to the Company all property of the Company in Executive’s possession (including
computers, smart phones and other portable electronic devices) and all documents and other materials in any medium including but not limited
to electronic, which relate in any way to the Company, including notebooks, correspondence, memos, drawings or diagrams, computer files
and databases, graphics and formulas, whether prepared by Executive or by others and whether required by Executive’s work or for
her personal use, whether copies or originals, unless Executive first obtains the Company’s written consent to keep such records.


 


15.       Non-Competition.
In consideration of the rights and benefits hereunder, including but not limited to the payments and benefits referenced in Section 11(g),
Executive agrees that so long as she is an employee of the Company and for a period of twelve (12) months after the date of termination
of Executive’s employment for any reason (the “Restricted Period”), Executive shall not, without the prior written consent
of the Company, own any interest in, control, participate in, work for, become employed by, or provide services to (whether as an employee,
consultant, independent contractor or otherwise) any individual or entity that competes with the Company in the design, manufacture or
marketing of recreational and commercial power catamaran boats. This Section 15 shall survive the termination of this Agreement.


 


16.       Non-Solicitation.
In consideration of the rights and benefits hereunder, Executive agrees that during the Restricted Period, she shall not, without the
prior written consent of the Company: (i) solicit or encourage any employee of the Company or its affiliates to leave the employment of
the Company or such affiliate; or (ii) solicit or encourage any client of the Company or any of its affiliates (including any investors
in funds managed by the Company or its affiliates) to cease to do business with the Company or its affiliates. The only exceptions to
the restrictions in this paragraph are: (i) clients (if any) with which Executive had a significant and provable business relationship
prior to her employment with the Company, and (ii) where Executive has the express, prior written consent of the Chief Executive Officer
to be released in whole or part from this section of the Agreement. This Section 16 shall survive the termination of this Agreement.


 


17.       Confidentiality.
Executive agrees that during Executive’s employment with the Company, will have access to confidential information and/or proprietary
information about the Company and/or its clients, including, but not limited to, investment strategies, programs or ideas, trade secrets,
methods, models, passwords, access to computer files, financial information and records, forecasts, computer software programs, agreements
and/or contracts between the Company and its respective clients, client contracts, prospective contracts, creative policies and ideas,
public relations and public affairs campaigns, media materials, budgets, practices, concepts, strategies, methods of operation, technical
and scientific information, discoveries, developments, formulas, specifications, know-how, design inventions, marketing and business strategies
and financial or business projects, and information about or received from clients and other companies with which the Company does business.
The foregoing shall be collectively referred to as “Confidential Information.” Any information that is not readily available
to the public shall be considered to be Confidential Information, even if it is not specifically marked as such, unless the Company advises
Executive otherwise in writing. Such Confidential Information is not readily available to the public and accordingly, Executive agrees
that she will not at any time, whether during her employment with the Company or thereafter, disclose to anyone, (other than in furtherance
of the business of the Company) any Confidential Information, or utilize such Confidential Information for her own benefit, or for the
benefit of third parties. Executive also agrees to preserve and protect the confidentiality of any third party information similar to
the Confidential Information to the same extent, and on the same basis, as the Company’s Confidential Information. To the extent
that any Confidential


 






    7 


     


    

 


Information shall become the subject of any search warrant, court order, lawful subpoena, governmental investigation
disclosure request or mandate, or the like (a “Disclosure Request”), Executive will notify the Company immediately, provide
the Company adequate opportunity to oppose such Disclosure Request and reasonably assist the Company, at no cost to Executive, in opposing
such Disclosure Request or seeking a protective order or such other limitation on disclosure as may be reasonably requested by the Company.
If, after providing the notice and assistance required by the immediately preceding sentence, Executive is still required by lawful order
to disclose any Confidential Information, Executive shall only disclose such information as is specifically required by such lawful order.
The confidentiality protections available in this Agreement are in addition to, and not exclusive of, any and all other rights, including
those provided under copyright, officer or director fiduciary duties and trade secret and confidential information laws. This confidentiality
covenant has no temporal, geographical or territorial restriction. This Section 17 shall survive the termination of this Agreement.


 


Notwithstanding anything herein to the contrary, nothing
in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental
agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934,
as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation,
or (y) require notification or prior approval by the Company of any such report; provided that, Executive is not authorized to disclose
communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected
by the attorney work product or similar privilege.


 


DEFEND TRADE SECRETS ACT NOTICE AND RELATED PROVISIONS:
The Defend Trade Secrets Act of 2016 provides as follows: (1) An individual shall not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official
or to an attorney and such disclosure is made (a) solely for the purpose of reporting or investigating a suspected violation of law or
(b) in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. (2) An individual may disclose
a trade secret to that individual’s attorney for the purpose of filing a lawsuit for retaliation by an employer for reporting a
suspected violation of law and use the trade secret information in the court proceeding provided the individual files any document containing
the trade secret under seal and the individual does not disclose the trade secret except pursuant to court order. The Defend Trade Secrets
Act also provides that a court enforcing that law may, if a trade secret is found to have been willfully and maliciously misappropriated,
award (a) “exemplary damages” in an amount of up to two times the amount of damages awarded for actual loss caused by the
misappropriation of a trade secret and damages for unjust enrichment caused by the misappropriation of the trade secret, or a reasonable
royalty for the misappropriation, and (b) reasonable attorneys’ fees against the misappropriating party.


 


18.       Intellectual
Property Assignment. For the purposes of this Agreement, the “business of the Company” is defined as the design, manufacture
or marketing of recreational and commercial power catamaran boats. In the course of Executive’s employment, Executive may develop,
conceive, generate, or contribute to, alone and/or jointly with others, tangible and intangible property including without limitation,
inventions, improvements, business systems, works of authorship, algorithms, software, hardware, knowhow, designs, techniques, methods,
documentation and other material, regardless of the form or media in or on which it is stored, some or all of which property may be protected
by patents, copyrights, trade secrets, trade-marks, industrial designs or mask works, that relates to the business of the Company or to
the Company’s actual or demonstrably anticipated research and development, or relates to or incorporates any Confidential Information,
and whether or not made on the Company’s time or premises or using the Company’s resources, equipment, supplies or facilities,
(which tangible and intangible property is collectively referred to in this Agreement as “Proprietary Property”).


 






    8 


     


    

 


All right, title and interest in and to Confidential
Information and Proprietary Property (including, without limitation, the Proprietary Property described below), belongs to the Company,
and Executive has no rights in any such Confidential Information and Proprietary Property. For greater certainty, all right, title and
interest (including without limitation any intellectual property rights) in and to all Confidential Information and Proprietary Property
that Executive may acquire or hold in the course of her employment is hereby assigned to the Company. Executive acknowledges that a Company
customer or other third party (referred to in this Agreement as “Customer”) may, under the terms of its agreement with the
Company, own the applicable right, title and interest (including without limitation any intellectual property rights) in certain Proprietary
Property (referred to in this Agreement as “Customer Proprietary Property”) and Executive agrees to abide by any and all terms
of said Customer agreements as they relate to Customer Proprietary Property and Customer confidential information.


 


Executive agrees that all of the work product that
Executive helps to develop while employed with the Company is the exclusive property and Confidential Information of the Company. Any
such work product will be considered to be a work made for hire. Executive agrees to make full disclosure to the Company of and to properly
document any development of Proprietary Property that Executive is involved in, and to provide written documentation describing such development
to the Company, promptly after its creation. At the request and expense of the Company, both during and after employment, Executive will
do all acts necessary and sign all documentation requested by the Company in order to assign all right, title and interest in and to the
Proprietary Property to the Company (or to the applicable Customer, in relation to Costumer Proprietary Property) and to enable the Company
(or the applicable Customer in relation to Customer Proprietary Property) to register (and to assist the Company to protect and defend
its rights in and under any) patents, copyrights, trademarks, trade secrets, mask works, industrial designs and such other protections
as the Company (or such Customer) deems advisable anywhere in the world. Executive hereby constitutes and appoints the Company and each
and every director of the Company as Executive’s true and lawful attorney with full power of substitution in Executive’s name
of and on Executive’s behalf with no restriction or limitation in that regard, to execute and deliver all such documentation as
may be necessary to permit any intellectual property application to be completed as provided in this Agreement; the foregoing power of
attorney shall be irrevocable (to the fullest extent permitted by law) and is a power coupled with an interest and shall bind Executive
and Executive’s heirs, executors and legal personal representatives.


 


All notes, data, tapes, reference items, sketches,
drawings, memoranda, records, documentation and other material regardless of the form or media in or on which it is stored, that is in
or comes into Executive’s possession or control, and that is in any way obtained, developed, conceived, generated or contributed
to by Executive, alone and/or jointly with others, during or as a result of Executive’s employment, is and remains Proprietary Property
within the meaning of this Agreement.


 


The Company and Executive agree and understand that
the Company claims no right and agrees to release to Executive all rights in any tangible or intangible property, provided that (i) it
was developed by Executive entirely on Executive’s own time, without using the Company’s or any Customer’s resources,
equipment, supplies, facilities, or funds, (ii) it does not relate to the business of the Company or Customer or to the Company’s
or Customer’s actual or demonstrably anticipated research and development, (iii) it does not relate to or incorporate any Confidential
Information or result from any work performed by Executive for the Company or the Customer; and (iv) it was disclosed by Executive to
the Company promptly after its creation.


 


Without limiting the generality of the foregoing,
such property includes the excluded property listed on the attached Exhibit B. If disclosure would cause Executive to violate any
prior confidentiality agreement, Executive understands that Executive is not to list details of such items in Exhibit B but instead
to include a general/generic listing and to inform the Company that details have not been listed for that reason. If there is no attached
Exhibit B, there is no such excluded property.


 






    9 


     


    

 


19.       Cooperation.
Following the date of termination or expiration of this Agreement for any reason, upon the receipt of reasonable notice from the Company
(including outside counsel to the Company) or their affiliates, Executive hereby agrees that she will respond and provide information
with regard to matters in which she has knowledge as a result of her employment and association with the Company. Executive also agrees
that she will provide reasonable assistance to the Company and its affiliates and their respective representatives in the defense of any
claims that may be made against the Company or any of its affiliates, and will assist the Company and its affiliates in the prosecution
of any claims that may be made by the Company or any of its affiliates to the extent that such claims may relate to the Term. Executive
hereby agrees to promptly inform the Company (to the extent Executive is legally permitted to do so) if Executive is asked to assist in
any investigation of the Company or any of its affiliates or their actions, regardless of whether a lawsuit or other proceeding has then
been filed with respect to such investigation. This Section 19 shall survive the termination of this Agreement.


 


20.       Indemnification.
Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by the Company’s Certificate
of Incorporation, Bylaws, this Agreement, or separate indemnification agreement, as applicable, including, if applicable, any directors
and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms
no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification
agreement.


 


21.       Section
409A. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any,
to be provided to Executive under this Agreement. Subject to the provisions in this Section, the severance payments pursuant to this Agreement
shall begin only upon the date of Executive’s “separation from service” (determined as set forth below) which occurs
on or after the date of Executive’s termination of employment.


 


(a)       This
Agreement is intended to comply with or be exempt from Code Section 409A and the parties hereto agree to interpret, apply and administer
this Agreement in the least restrictive manner necessary to comply therewith or be exempt therefrom and without resulting in any increase
in the amounts owed hereunder by the Company.


 


(b)       It
is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate
“payment” for purposes of Section 409A of the Code and the guidance issued thereunder (“Section 409A”). Neither
Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Section 409A.


 


(c)       If,
as of the date of Executive’s “separation from service” from the Company, Executive is a “specified employee”
(within the meaning of Section 409A), then: each installment of the severance payments and benefits due under this Agreement that, in
accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs,
be paid within the short-term deferral period (as defined in Section 409A) shall be treated as a short-term deferral within the meaning
of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and each installment of the severance
payments and benefits due under this Agreement that is not described in the preceding sentence and that would, absent this subsection,
be paid within the six (6) month period following Executive’s “separation from service” from the Company shall not be
paid until the date that is six (6) months and one day after such separation from service (or, if earlier, Executive’s death), with
any such installments that are required to be delayed being accumulated during the six (6) month period and paid in a lump sum on the
date that is six (6) months and one day following Executive’s separation from service and any subsequent installments, if any, being
paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall
not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid
under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii)
(relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury
Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year following the taxable year in
which the separation from service occurs.


 






    10 


     


    

 


(d)       The
determination of whether and when Executive’s separation from service from the Company has occurred shall be made in a manner consistent
with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section, “Company”
shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section
1.409A- 1(h)(3).


 


(e)       All
reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section
409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements
that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in
this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the
calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation
or exchange for any other benefit.


 


(f)       Notwithstanding
anything herein to the contrary, the Company shall have no liability to Executive or to any other person if the payments and benefits
provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.


 


22.       Notices.
Any notice hereunder by either party to the other shall be given in writing by personal delivery or by registered mail, return receipt
requested, addressed, if to the Company, to the attention of the Company’s Chief Executive Officer at the Company’s principal
offices or to such other address as the Company may designate in writing to Executive, and if to Executive, to her most recent home address
on file with the Company. Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by registered mail,
on the date shown on the applicable return receipt.


 


23.       Entire
Agreement; Modification. This Agreement constitutes the entire understanding and agreement between the parties hereto with regard
to the subject matter hereof, and supersedes all prior understandings and agreements, whether written or oral. This Agreement may not
be amended, supplemented, revised or otherwise modified except by a writing signed by the parties hereto.


 


24.       Assignment.
This Agreement may not be assigned, in whole or in part, by any party without the prior written consent of the other party, except that
the Company may, without the consent of Executive, assign its rights and obligations under this Agreement to any corporation, firm or
other business entity with or into which the Company may merge or consolidate, or to which the Company may sell or transfer all or substantially
all of its assets. After any such assignment by the Company, the Company shall be discharged from all further liability hereunder and
such assignee shall have all the rights and obligations of the Company under this Agreement.


 


25.       Captions,
Sections and Headings. Captions, sections and headings herein have been inserted solely for convenience of reference and in no way
limit the scope or substance of any provision of this Agreement.


 






    11 


     


    

 


26.       Severability.
If any of the provisions of this Agreement is held to be excessively broad by any agency, tribunal or court of competent jurisdiction,
it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. If any
portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by any agency, tribunal or court of competent
jurisdiction, even after the reformation and construction as described in the preceding sentence, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable,
shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.


 


27.       Injunctive
Relief. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of this Agreement
would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition
to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining orders, temporary or permanent injunctions or any other equitable remedy which may then be available.


 


28.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts
executed and performed in such state without giving effect to conflicts of laws principles.


 


29.       Opportunity
to Obtain Counsel; Acknowledgments. In connection with the preparation of this Agreement, Executive acknowledges and agrees that:
(a) Executive has been advised that her interests may be opposed to the interests of Company and, accordingly, Company counsel’s
representation in the negotiation of this Agreement may not be in the best interests of Executive; and (b) Executive has been advised
to and has so retained separate legal counsel. Executive warrants and agrees that she has read and fully understands the terms and conditions
of this Agreement. By signing this Agreement, Executive is affirming that she has freely and of Executive’s own volition acknowledged
and agreed to all terms and conditions contained in this Agreement. Executive acknowledges that she had at least ten (10) business days
to consider the terms of this Agreement prior to it becoming effective in accordance with its terms.


 


30.       Construction
and Interpretation. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court
interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party
by reason of the rule of construction that a document is to be more strictly construed against the party that itself, or through its agent,
prepared the same, and it is expressly agreed and acknowledged that Company and Executive and each of her and its representatives, legal
and otherwise, have participated in the preparation hereof.


 


31.       No
Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and Company’s
successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.


 


32.       Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party
to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


33.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and in pleading or proving any provision of this Agreement it shall not be necessary to produce
more than one such counterpart. No counterpart shall be effective until each party has executed at least one counterpart. For the convenience
of the parties, facsimile and pdf signatures shall be accepted as originals.


 


[Signature Page Follows]


 






    12 


     


    

 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as a binding contract as of the date first above written.


 


	TWIN VEE POWERCATS, CO. 	 	EXECUTIVE
	 	 	 	 
	By:	/s/ Joseph Visconti	 	/s/ Carrie Gunnerson
	Name:	Joseph Visconti	 	Carrie Gunnerson
	Title:	President & Chief Executive Officer	 	 


 






    13 


     


    

 





EXHIBIT A


 


FORM OF GENERAL RELEASE OF ALL CLAIMS


 


This General Release of All Claims
is made as of ______________, 202_ (“General Release”), by and between TWIN VEE POWERCATS CO. (the “Company”),
and____________ (the “Executive”).


 


WHEREAS, the Company and
Executive are parties to an Employment Agreement dated as of ________, 2021 (the “Employment Agreement”);


 


WHEREAS, the Company wishes
to terminate Executive’s employment with the Company without Cause or the Executive wishes to resign with Good Reason;


 


WHEREAS, defined terms
not defined in this General Release have the meanings given to them in the Employment Agreement;


 


WHEREAS, the execution
of this General Release is a condition precedent to the payment of certain payments or benefits following the Executive’s termination,
as set forth in Section 11 of the Employment Agreement;


 


WHEREAS, in consideration
for Executive’s signing of this General Release, as well as Executive’s continued compliance with the Employment Agreement,
including without limitation the non-competition and other restrictive covenants contained in Sections 15 through 17 of the Employment
Agreement, the Company will provide such payments or benefits to which the Executive may be entitled pursuant to Section 11 of the Employment
Agreement; and


 


WHEREAS, Executive and
the Company intend that this General Release shall be in full satisfaction of the obligations described in Section 11(f) of the Employment
Agreement owed by Executive to the Company.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants and agreements herein contained, the Company and Executive agree as follows:


 


1.       Executive,
for himself or herself, Executive’s spouse, heirs, administrators, children, representatives, executors, successors, assigns, and
all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever
discharge the Company and each of its respective agents, subsidiaries, parents, affiliates, related organizations, members, partners,
shareholders, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and
does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages,
or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever,
whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly
or indirectly, by Releasers in consequence of, arising out of, or in any way relating to: (a) Executive’s employment with the Company
or any of its subsidiaries or affiliates; (b) the termination of Executive’s employment with the Company and any of its subsidiaries
or affiliates; (c) the Employment Agreement; or (d) any events occurring on or prior to the date of this General Release. The foregoing
release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action
arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited
to any claims under the Employment Agreement and any claims under any equity incentive arrangements between Executive, on the one hand,
and the Company or any of its subsidiaries or affiliates, on the other hand) and any action arising in tort including libel, slander,
defamation or intentional


 






     


     


    

 


infliction of emotional distress, and claims under
any federal, state or local statute including the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights
Act of 1964 (“Title VII”), the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act,
the Fair Labor Standards Act, the Executive Retirement Income Security Act, the Americans with Disabilities Act of 1990 (“ADA”),
the Rehabilitation Act of 1973, the discrimination or employment laws of any state or municipality, and/or any claims under any express
or implied contract which Releasers may claim existed with Releasees. This also includes a release of any claims for wrongful discharge
and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment
with the Company or any of its subsidiaries or affiliates or the termination of that employment; and any claims under the Worker Adjustment
and Retraining Notification Act or any similar law, which requires, among other things, that advance notice be given of certain work force
reductions. This release and waiver does not apply to: (i) any right to indemnification now existing under the Company’s governing
documents; (ii) any rights to the receipt of Executive benefits under any Executive benefit plan which vested on or prior to the date
of this General Release; (iii) the right to receive certain payments or benefits under Section 11 of the Employment Agreement; and (iv)
the right to continuation health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act.


 


2.       Excluded
from this General Release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate
in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery
should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents
and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.


 


3.       Executive
agrees never to seek personal recovery from Releasees in any forum for any claim covered by the above waiver and release language. If
Executive violates this General Release by suing Releasees, Executive shall be liable to the Releasees for their reasonable attorneys’
fees and other litigation costs incurred in defending against such a suit and Executive shall reimburse the Releasees for their costs
and expenses. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims
under ADEA is invalid or unenforceable, it being the intent of the parties that such claims are waived.


 


4.       To
the extent, if any, that Executive has rights in any invention, improvement, discovery, process, program, product or system developed
by Executive during her employment with the Company, Executive hereby irrevocably transfers, assigns and conveys such rights to the Company
and agrees that the Company shall be and remain the sole and exclusive owner of all right, title and interest in and to any such invention,
improvement, discovery, process, program, product or system, including, but not limited to, all patent, copyright, trade secret and other
proprietary rights therein that may be secured in any place under laws now or hereinafter in effect.


 


5.       Executive
agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed
at any time to be an admission by the Company, any Releasees or Executive of any improper or unlawful conduct.


 


6.       Executive
acknowledges and recites that:


 


(a)
    Executive has executed this General Release knowingly and voluntarily;


 


(b)    
Executive has read and understands this General Release in its entirety;


 


(c)       
Executive has been advised and directed orally and in writing (and this subparagraph (c))


 






     


     


    

 







(d)       constitutes such written direction) to seek legal counsel and any other advice Executive wishes with
respect to the terms of this General Release before executing it;


 


(e)     
By execution of this General Release, Executive expressly waives any and all claims relating to age
discrimination and disability or handicap discrimination and releases any rights she may have under Title VII, ADEA, the ADA, and/or any
State or local laws;


 


(f)       
Executive hereby acknowledges that the waiver of her rights and/or claims existing under Title VII,
ADEA and ADA and/or any State or local laws is in consideration for payments or benefits to which the Executive is entitled under Section
11of the Employment Agreement;


 


(g)       Executive’s execution of this General Release has not been forced by any Executive or agent
of the Company, and Executive has had an opportunity to negotiate about the terms of this General Release; and


 


(h)      
Executive has been offered twenty-one (21) calendar days after receipt of this General Release to
consider its terms before executing it.


 


7.       This
General Release shall be governed by the internal laws (and not the choice of laws) of the State of Florida, except for the application
of pre-emptive Federal law.


 


8.       Executive
shall have seven (7) days from the date Executive executes this General Release to revoke Executive’s waiver of any ADEA claims
by providing written notice of the revocation to the Company. In the event that Executive revokes this General Release, the Company shall
have no obligation to make any payments or benefits under Section 11 of the Employment Agreement that were expressly conditioned on the
execution of this release.


 


9.       Nothing
in this General Release shall relieve Executive of her obligations under Sections 15 (Non-Competition), 16 (Non-Solicitation), or 17 (Confidentiality)
of the Employment Agreement and Executive hereby agrees to comply with her obligations as set forth in Sections 15, 16, and 17 of the
Employment Agreement.


 


10.       If
this General Release is found to be invalid or unenforceable in any way, the Executive shall execute and deliver to the Company a revised
release which will effectuate Executive’s intention to release the Releasees, as set forth herein, to the maximum extent permitted
by law.


 


PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS
A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


	Date:		 	
	 	 	 	Executive


 






     


     


    

 





EXHIBIT B


 


EXCLUDED PROPERTY FROM INTELLECTUAL PROPERTY ASSIGNMENT