Exhibit 10.1


 


 


 


Mr. OC Kim 


5405 Pinewood Trails 


San Diego, CA 92130


 


September 7, 2021


 


Dear Mr. Kim,


 


FRANKLIN WIRELESS CORP., a Nevada corporation (“Franklin”),
is pleased to extend your employment contract on the following terms.


 


You will continue to serve as President of Franklin Wireless and report
to the Board of Directors (the “Board”) of Franklin Wireless.


 


You will continue to be responsible for:


 


	Overall management.
	
	Overall operations.
	
	Sales and marketing.
	
	Spearheading new investment sources and funding opportunities.
	Overall company strategy.
	Product management.



 


You will work primarily out of our principal office located San Diego,
California


 


You may be expected to travel as reasonably required by your duties.
Franklin will reimburse you for your reasonable and necessary travel, entertainment, business and other expenses incurred in direct consequence
of the discharge of your duties. Franklin does not authorize you to incur any such expenses without prior approval.


 


Of course, Franklin may change your position, duties and work location
from time to time, in its sole and absolute discretion.


 


Salary and Benefits: Your compensation will be $12,500.00 per pay period,
equivalent to $300,000.00 per year, less payroll deductions and all required withholdings by Franklin. You will be paid semi monthly.
Your position is as an exempt employee. This means you are not eligible to be paid overtime compensation. You will be immediately eligible
for standard benefits, such as medical and dental insurance, vacation, sick leave and holidays in accordance with Franklin employment
policies and any standard Franklin policy as may be adopted by Franklin from time to time.


 


A $700.00 per month is allowed as a car allowance during your employment
with Franklin.


 


Franklin Board of Directors may modify your compensation and benefits
from time to time, in its sole and absolute discretion.


 


Bonus and Terms of Compensation: The Company will use its reasonable
efforts to implement a performance incentive program. You will be eligible to participate in this discretionary, performance-based incentive
program. This incentive will be tied to your specific responsibilities and Franklin’s performance and will be determined in the
sole and absolute discretion of the Board.





 


Outside Activities: You are expected to devote your full time professional
attention and expertise to the business of Franklin, and to work the hours necessary to fulfill your duties in an efficient manner. Except
with the prior written consent of the Board, you will not during your employment with Franklin undertake or engage in any other employment,
occupation or business enterprise. This prohibition does not preclude you from holding passive investments. You may engage in civic and
not-for-profit activities so long as such activities do not materially interfere with the performance of your employment duties for Franklin.


 






    	 	 	 



     


    

 


Proprietary Information and Inventions Agreement: As a Franklin employee,
you are expected to abide by Franklin rules and regulations and your previously signed Proprietary Information and Inventions Agreement,
and the Company Code of Ethics, which, among other things, prohibits unauthorized use or disclosure of Franklin proprietary information
are carried over with the signing of this contract.


 


At-will Employment: Your employment with Franklin is not promised
for any specified period of time. Rather, it is “at-will,” which means that you may terminate your employment with Franklin
at any time and for any reason whatsoever simply by notifying Franklin. Likewise, the Franklin Board may terminate your employment at
any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed
except in writing signed by the Franklin Chairman of the Board.


 


Arbitration: In the event of any dispute in connection with this Agreement
or the Exhibits, the parties agree to resolve the dispute by binding arbitration in San Diego, California, under the Arbitration Rules
of the American Arbitration Association ("AAA"), with a single arbitrator familiar with employment and technology agreements
appointed by AAA. In the event of any dispute, the prevailing party shall be entitled to its reasonable attorneys' fees and costs from
the other party, whether or not the matter is litigated or arbitrated to a final judgment or award. The arbitrator's decision shall be
final and binding on all parties, and may be entered in any court having competent jurisdiction.


 


Integration; Documentation: The employment terms in this letter, together
with your Proprietary Information and Inventions Agreement, supersede any other agreements or promises made to you by anyone, whether
oral or written. As required by law, your employment is subject to satisfactory proof of your right to work in the United States.


 


Employee Handbook, Confidentiality Agreement, Code of Conduct, and
compliance with the Company’s policies, practices and procedures are terms and conditions of your employment. As a condition of
accepting this contact of employment, you will be required to complete, sign, and return the following: Acknowledgement of Receipt of
the Handbook, Confidentiality Agreement.


 


Your tenure as President of Franklin Wireless shall be for a three
(3) year period, which covers the period of October 1, 2021, thru September 30, 2024. At the end of that period, both parties may decide
on renewing the contract. 


 


Please sign and date this letter, and return it to me by September
13, 2021, if you wish to accept employment at Franklin under the terms described above.


 


We look forward to your favorable reply and to a productive and enjoyable
work relationship.


 


Sincerely,


 


 


 


Gary Nelson


 


Chairman of the Board of Directors of Franklin Wireless


 


On behalf of Franklin Wireless Corp.


 


 


 


John F. Parks - Director of Human Resources


 


You acknowledge that you have carefully read and considered all provisions
of this Agreement and the Exhibits and agree that all of the information set forth herein are fair and reasonably required to protect
the Company's interests. You acknowledge that you have received a copy of this Agreement and the Exhibits as signed by you.


 


	/s/ OC Kim	10/01/21
	OC Kim 	Date


 


Attachments:


 


Exhibit A


 






    	 	 	 



     


    

 





Arbitration


 


Any amendment to this Agreement shall be effective only if in writing
and signed by both Employee and the President of Franklin Wireless Corporation


 


Governing Law.  This Agreement, the rights and obligations
of the parties, and any claims or disputes will be governed by the laws of the state of California.  Any disputes other than injunctive
relief by either party shall be resolved by arbitration before a neutral arbitrator in San Diego County, California, and any claim for
injunctive relief shall only be filed in the Superior Court of the County of San Diego, California.


 


Arbitration.  Arbitration is a
process in which a dispute is presented to a neutral third party for a final and binding decision. There is no jury.  Either party
may choose to have a lawyer represent the party or not.  The prevailing party can be awarded anything that may have been awarded
after going through a long court process.


 


Franklin Wireless and Employee both give
up certain rights, and gain certain benefits by arbitration.  Other than for claims for injunctive relief, both parties agree to
use arbitration in place of any other type of action, claim or lawsuit, and to submit to final and binding arbitration all claims or disputes
that cannot be resolved informally which are related to Employee’s employment or the termination of employment with Franklin Wireless,
whether based in tort, contract, or provisions of federal or state labor and employment laws, including, but not limited to, any statutory
claims, including those arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, and the California Fair Employment and Housing Act, federal or state Family Medical Leave or Rights laws, as well
as any claims of wrongful termination, breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional
infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective
economic advantage, defamation, invasion of privacy, discrimination, harassment, disability, and claims related to wages, including minimum
wage, overtime, meal periods, vacation, commissions and bonuses. 


 


The parties agree binding arbitration will
be the sole remedy for any arbitrable claim, and agree to give up any right to a jury trial. Arbitration will be conducted before a single
neutral arbitrator in San Diego County, California.  The arbitrator will be chosen jointly by the parties and the arbitration will
be conducted under the Federal Arbitration Act, or if inapplicable, the California Arbitration Act, under the Arbitration Rules of the
American Arbitration Association ("AAA"), with a single arbitrator familiar with employment and technology agreements appointed
by AAA. If the parties cannot agree on an arbitrator, then AAA shall appoint an arbitrator in accordance with AAA rules.  The
arbitrator shall have only such authority to award damages, costs, and fees as a court would have for the particular claim(s) asserted. 
The parties agree the arbitrator shall not have authority to hear any claim brought by another person, or any class action, collective
action, or representative action to the extent this is not in violation of existing state or federal law. Nothing in this Agreement is
intended to affect any right to engage in protected activity under the National Labor Relations Act.  This arbitration agreement
 does not cover Unemployment Insurance or Workers Compensation claims.


 


Arbitration shall be final and binding upon the
parties and shall be the exclusive remedy for all arbitrable claims.  Either party may bring an action in court to compel arbitration,
to obtain injunctive relief, or to enforce an arbitration award.  Otherwise, neither party shall initiate or prosecute any lawsuit
or administrative action in any way related to an arbitrable claim.  


 


The arbitrator is expected to handle all
aspects of the matter, including discovery and any hearings, in such a way as to minimize the expense and time of the process while assuring
a fair and just result. The arbitrator shall control discovery by appropriately setting the amount of discovery that may be conducted,
however, at a minimum, each party will be entitled to at least one deposition and shall have access to essential documents and witnesses
as determined by the arbitrator.  Franklin Wireless will pay the expenses for the arbitrator and AAA, except Employee shall pay a
filing fee which shall be no greater than the cost of filing a lawsuit in Superior Court.


 


The arbitrator shall have exclusive authority to resolve all
arbitrable claims, including, but not limited to, whether any particular claim is arbitrable, and whether all or any part of this Agreement
is void or unenforceable.  If any provision of the Agreement is found unenforceable, that provision may be severed without affecting
this Agreement. The arbitrator shall have the power to award any relief permitted by law.


 


Headings - The paragraph headings contained in this Agreement
are inserted for convenience or reference only, will not be deemed to be part of this Agreement for any purpose, and will not in any way
define or affect the meaning or scope of any of the provisions.


 


You acknowledge that you have carefully read and considered
all provisions and agree that all of the restrictions set forth herein are fair and reasonably required to protect the Company's interests.
You acknowledge that you have received a copy of this Agreement as signed by you.


 


 





	/s/ OC Kim	10/01/21
	OC Kim 	Date