Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (“Agreement”), effective October 6, 2015 (the “Effective Date”), is entered into
by and between Sysorex Global Holdings Corp. (the “Employer” or the “Company”) and Kevin R. Harris (the
“Employee”).


 


WITNESSETH:


 


WHEREAS,
Employer desires to employ Employee to serve as Chief Financial Officer of the Company, and Employee desires to be employed by
Employer in such capacity pursuant to the terms and conditions hereinafter set forth.


 


NOW
THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:


 


	 	1. 	EMPLOYMENT: DUTIES AND RESPONSIBILITIES




 


Employer
hereby employs Employee as Chief Financial Officer of the Company. Subject at all times to the direction of the Company’s
Chief Executive Officer, Employee shall perform those duties and hold those responsibilities that are usual and customary for
a Chief Financial Officer to perform and hold. Employee shall not be required to reside in or about Palo Alto, California, or
relocate his residence to or about Palo Alto, California. Employee shall primarily perform his job duties at the Company’s
offices located in Encino, California, but shall spend at least as much time as is reasonable to perform his job duties adequately
at the Company’s main offices located in Palo Alto, California.


 


	 	2. 	FULL TIME EMPLOYMENT




 


Employee
hereby accepts employment by Employer, upon the terms and conditions contained herein, and agrees that during the term of this
Agreement the Employee shall devote substantially all of his business time, attention, and energies to the business of the Employer.
Employee, during the term of this Agreement, will not perform any services for any other business entity, whether such entity
conducts a business which is competitive with the business of Employer or is engaged in any other business activity; provided,
however, that nothing herein contained shall be construed as (a) preventing Employee from investing his personal assets in any
business or businesses which do not compete directly or indirectly with the Employer, provided such investment or investments
do not require any services on his part in the operation of the affairs of the entity in which such investment is made and in
which his participation is solely that of an investor, (b) preventing Employee from purchasing securities in any corporation whose
securities are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more than 5% of
the equity securities of any corporation engaged in a business which is competitive, directly or indirectly, to that of Employer,
(c) preventing Employee from engaging in any other activities, if he receives the prior written approval of the Chief Executive
Officer of the Company with respect to his engaging in such activities.


 




     

    	 	 	 



    

 


	 	3. 	RECORDS




 


In
connection with his engagement hereunder, Employee shall accurately maintain and preserve all notes and records generated by Employer
which relate to Employer and its business and shall make all such reports, written if required, as Employer may reasonably require.


 


	 	4. 	TERM




 


Employee’s
employment hereunder shall be for a single twenty-four (24) month period (the “Initial Term”), which shall commence
October 19, 2015 (the “Start Date”). Thereafter, this Agreement shall automatically be renewed for one additional
twelve (12) month period (the “Subsequent Term”), unless either party terminates this Agreement pursuant to Section
14 hereof.


 


	 	5. 	SALARY AND BONUS




 


As
full compensation for the performance of his duties on behalf of Employer, Employee shall be compensated as follows:


 


(i)            Base
Salary. During the Initial Term and Subsequent Term (if applicable), Employer shall pay Employee a base salary at the rate
of Two Hundred Eighty-Five Thousand Dollars ($285,000) per annum, payable semi-monthly (“Base Salary”).


 


(ii)           Bonuses
. In addition to Base Salary, the Company shall, if it meets its quarterly performance goals and Employee meets his quarterly
performance objectives, with respect to each calendar quarter, pay a bonus to Employee that is between 25% and 50% of the amount
that Employee received in Base Salary for the calendar quarter, within 45 days of the close of the calendar quarter; provided,
however, that the precise amount of any such bonus, within the foregoing range, shall be determined by the Company in its sole
and absolute discretion and, subject to Section 14(a) hereof, no bonus shall be paid if Employee is no longer employed by the
Company on the date of payment. Employee shall also be eligible for inclusion in any executive bonus pools or deferred compensation
plans that the Company may establish in its sole discretion.


 


		6.	EQUITY



 


(i)            Stock
Option Grant. Employee shall be granted 250,000 options to purchase shares of common stock of the Company, which shall have
an exercise price of the market price of the Company’s common stock as of the close of trading on the date of grant and
a ten (10) year term, 25% of which shall vest at the end of each anniversary of the grant date, provided that Employee is employed
by the Company when vesting is to occur. Employee shall also be eligible to participate in the equity based incentive plans of
the Company and may receive awards thereunder, as determined by the Compensation Committee of the Company from time to time and
subject to the terms and conditions of such plans and any award agreement between the Company and Employee evidencing such awards.
Notwithstanding the foregoing, nothing in this Paragraph 6(i) shall be construed to extend the duration of this Agreement or Employee’s
employment by the Company beyond the expiration of the Subsequent Term.


 




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(ii)           Change
of Control. In the event of a reorganization, merger or consolidation in which the Company is not the surviving corporation,
or sale of all or substantially all of the assets of the Company to another person or entity (each a “Material Transaction”),
the vesting of each outstanding stock option shall automatically be accelerated so that 100% of the unvested shares covered by
such award shall be fully vested upon the consummation of the Material Transaction.


 


A
"Change of Control" as used in this Section 6 shall mean any of the following:


 


(i)            any consolidation, merger or sale of the Company in which the Company is not the continuing or surviving corporation or pursuant
to which shares of the Company’s stock would be converted into cash, securities or other property; or


 


(ii)           the stockholders of the Company approve an agreement for the sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the Company; or


 


(iii)          any approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or


 


(iv)          the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act of an aggregate of 25% or more
of the voting power of the Company’s outstanding voting securities by any single person or group (as such term is used in
Rule 13d-5 under the Exchange Act), unless such acquisition was approved by the Board of Directors prior to the consummation thereof);
or


 


(v)           the appointment of a trustee in a Chapter 11 bankruptcy proceeding involving the Company or the conversion of such a proceeding
into a case under Chapter 7.


 


	 	7. 	BUSINESS EXPENSES




 


The
Employer shall pay or reimburse the Employee for all reasonable business expenses incurred by Employee in the performance of his
duties hereunder including, but not limited to, lodging and travel expenses relating to Company business, mobile phone and data
usage, customer entertainment and certain pre-approved home office expenses not paid directly by the Company. To the extent that
Employee travels to the Company’s Palo Alto, California office, the Company shall reimburse Employee for all reasonable
travel, lodging and other out-of-pocket costs resulting from such travel. Reimbursement for the foregoing expenses will be made
in accordance with regular Company policy and within a reasonable period following Employee’s presentation of the details
of, and proof of, such expenses.


 




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	 	8. 	FRINGE BENEFITS




 


(i)            During
the term of this Agreement, Employer shall provide medical, dental, and vision insurance coverage to Employee, his spouse and
his children, to the same extent, and on the same terms and conditions, it shall provide such coverage to other senior management
employees of the Company.


 


(ii)           During
the term of this Agreement, Employee shall be permitted to participate in the Company’s 401K Plan, to the same extent, and
on the same terms and conditions, other senior management employees of the Company shall be permitted to participate.


 


(iii)          During
the term of this Agreement, Employer shall provide to Employee four (4) weeks paid vacation days per year, which shall accrue
monthly from the Start Date. Employee shall not accrue more than six (6) weeks of unused paid vacation.


 


(iv)          During
the term of this Agreement, Employer shall provide paid sick days to Employee, to the same extent, and on the same terms and conditions,
it shall provide such paid time off to other senior management employees of the Company.


 


	 	9. 	SUBSIDIARIES




 


For
the purposes of this Agreement all references to business products, services and sales of Employer shall include those of Employer’s
subsidiaries and/or affiliates.


 


	 	10. 	INVENTIONS




 


All
systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived
by Employee during Employee’s employment by Employer, whenever or wherever made, developed or conceived, and whether or
not during business hours, which constitute an improvement, on those heretofore, now or at any time during Employee’s employment,
developed, manufactured or used by Employer in connection with the manufacture, process or marketing of any product heretofore
or now or hereafter developed or distributed by Employer, or any services to be performed by Employer or of any product which
shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’s business, shall
be and continue to remain Employer’s exclusive property, without any added compensation to Employee, and upon the conception
of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises
and agrees that Employee will immediately disclose it to Employer and to no one else and thenceforth will treat it as the property
and secret of Employer.


 


Employee
will also execute any instruments requested from time to time by Employer to vest in it complete title and ownership to such invention,
discovery or improvement and will, at the request of Employer, do such acts and execute such instruments as Employer may require,
but at Employer’s expense to obtain Letters of Patent, trademarks or copyrights in the United States and foreign countries,
for such invention, discovery or improvement and for the purpose of vesting title thereto in Employer, all without any additional
compensation of any kind to Employee. Employer hereby notifies Employee that the provisions of this Section 10 do not apply to
any inventions for which no equipment, supplies, facilities or trade secret information of the Employer was used and which was
developed entirely on the Employee’s own time, unless (x) such invention relates to the past, actual or planned business
or activities of the Employer, including, without limitation, research and development or (y) such invention results in any way
from any work performed by the Employee for the Employer.


 




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	 	11. 	CONFIDENTIAL INFORMATION AND TRADE SECRETS




 


(i)            All
Confidential Information shall be the sole property of Employer. Employee will not, during the period of his employment for any
reason, disclose to any person or entity or use or otherwise exploit for Employee’s own benefit or for the benefit of any
other person or entity any Confidential Information which is disclosed to Employee or which becomes known to Employee in the course
of his employment with Employer without the prior written consent of an officer of Employer except as may be necessary and appropriate
in the ordinary course of performing his duties to Employer during the period of his employment with Employer. For purposes of
this Section 11(i), “Confidential Information” shall mean any data or information belonging to Employer, other than
Trade Secrets, that is of value to Employer and is not generally known to competitors of Employer or to the public, and is maintained
as confidential by Employer, including but not limited to non-public information about Employer’s clients, executives, key
contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes,
procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any
discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will be deemed to be Confidential
Information unless such information is treated by Employer as confidential and shall not include any data or information of Employer
that has been voluntarily disclosed to the public by Employer (except where such public disclosure has been made without the authorization
of Employer), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through
lawful means.


 


(ii)           All
Trade Secrets shall be the sole property of Employer. Employee agrees that during his employment with Employer and forever after
his termination, Employee will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating
to any Trade Secret, or deliver any Trade Secret, to any person or entity outside Employer without the prior written consent of
the Board of Directors. For purposes of this Section 11(ii), “Trade Secrets” shall mean any scientific, technical
and non-technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial
data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of Employer or any portion
or part thereof, whether or not copyrightable or patentable, that is of value to Employer and is not generally known to competitors
of Employer or to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating
to Employer’s products, information concerning proposed new products or services, market feasibility studies, proposed or
existing marketing techniques or plans and customer consumption data, usage or load data, and any other information that constitutes
a trade secret as defined in the California Uniform Trade Secrets Act that appears at Sections 3426-3426.11 of the California
Civil Code, in each case to the extent that Employer, as the context requires, derives economic value, actual or potential, from
such information not being generally known to, and not being readily ascertainable by proper means by, other persons or entities
who can obtain economic value from its disclosure or use.


 




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	 	12. 	NON-SOLICITATION OF EMPLOYEES




 


During
the term of Employee’s employment and for one year thereafter, Employee will not cause or attempt to cause any employee
of Employer to cease working for Employer. However, this obligation shall not affect any responsibility Employee may have as an
employee of Employer with respect to the bona fide hiring and firing of Employer’s personnel.


 


		13.	NON-SOLICITATION
                                         OF CUSTOMERS AND PROSPECTIVE CUSTOMERS



 


Employee
will not, during the period of his employment for any reason, directly or indirectly, solicit the business of any customer of
Employer for the purpose of, or with the intention of, selling or providing to such customer any product or service in competition
with any product or service sold or provided by Employer. For a period of one year after the termination of Employee’s employment,
Employee will not, directly or indirectly, use any of the Employer’s Trade Secrets in order to induce any of the Employer’s
customers to cease doing business with Employer or to induce them to become the customer of any other person or entity.


 


	 	14. 	TERMINATION




 


Employee’s
employment with Employer may be terminated as follows:


 


	 	(a)	Termination Without Just Cause.




 


(i)            Employer,
in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below),
at any time, by notifying Employee in writing of its decision.


 


(ii)           If
(a) Employer terminates Employee’s employment hereunder without Just Cause or (b)within the twenty four (24) month period
following a Change of Control, Employee resigns from employment as a result of and upon a material diminution of Employee’s
duties, responsibilities, authority, position or a material reduction of Employee’s compensation and benefits including
if Employee ceases to hold the position of Chief Financial Officer at either the ultimate parent entity of the Company after a
Change of Control or a division or subsidiary thereof, Employer shall: (1) continue to pay to Employee his Base Salary, subject
to customary payroll practices and withholdings, for four (4) months if Employee was employed by the Company for under six (6)
months as of the date of termination or resignation, for six (6) months if Employee was employed by the Company at least six (6)
but not more than twelve (12) months as of the date of termination or resignation, for nine (9) months if Employee was employed
by the Company more than twelve (12) but not more than twenty-four (24) months as of the date of termination or resignation, or
for twelve (12) months if Employee was employed by the Company for more than twenty-four (24) months as of the date of resignation
or termination; (2) within 45 days of termination or resignation, pay to Employee 50% of the value of any accrued but unpaid bonus
that Employee otherwise would have received pursuant to Section 5 hereof; (3) upon termination or resignation, pay to Employee
the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business
expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission
of any required documentation.


 




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	 	(b)	Termination With Just Cause.




 


(i)            Employer
may immediately terminate Employee’s employment hereunder for Just Cause (as defined below) at any time upon delivery of
written notice to Employee.


 


(ii)           For
purposes of this Agreement, the phrase “Just Cause” means: (A) Employee’s fraud, gross malfeasance, gross negligence,
or willful misconduct, with respect to Employer’s business affairs; (B) Employee’s refusal or repeated failure to
follow Employer’s established reasonable and lawful policies; (C) Employee’s material breach of this Agreement; or
(D) Employee’s conviction of a felony or crime involving moral turpitude. A termination of Employee for Just Cause
based on clause (A), (B) or (C) of the preceding sentence will take effect three (3) days after Employer gives written notice
of its intent to terminate Employee’s employment and Employer’s description of the alleged cause, unless Employee,
in the good-faith opinion of Employer, during such three (3)-day period, remedies the events or circumstances constituting Just
Cause.


 


(iii)          If
Employee’s employment hereunder is terminated by Employer for Just Cause, Employer will be required to pay to Employee only
that portion of his Base Salary and accrued but unused vacation pay that has been earned through the date of termination.


 


	 	(c)	Disability and Death.




 


Employee’s
employment hereunder will be terminated immediately upon (i) Employee’s “Disability” for a period exceeding
three (3) months in any twelve (12) month period, or (ii) Employee’s death. For purposes of this Agreement, “Disability”
means Employee’s incapacity due to any physical or mental illness or injury, as determined by a licensed health care provider,
which renders Employee unable to perform the essential functions of his position, even with reasonable accommodation(s). Employee
warrants, represents and agrees that holding open his position for a period in excess of those provided in this paragraph would
not be a reasonable accommodation and would impose an undue hardship on Employer. If Employee’s employment is terminated
due to such Disability or death, Employer will be required to pay to Employee or Employee’s estate, as the case may be,
unrelated to any amounts that Employee may receive pursuant to any short-term and long-term disability plans or life insurance
plans (as applicable), only his Base Salary and accrued but unpaid vacation pay earned through the date of termination, and to
the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.
Employee or Employee’s estate, as the case may be, will not by operation of this provision forfeit any rights in which Employee
is vested at the time of Employee’s Disability or death.


 




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	 	15.	INJUNCTION




 


(i)            Should
Employee at any time reveal, or threaten to reveal, any Confidential Information or Trade Secret of Employer, or in any way violate,
or threaten to violate, Paragraph 12 or 13 of this Agreement, Employer shall be entitled to an injunction restraining Employee
from doing, or continuing to do so, or performing any such acts; and Employee hereby consents to the issuance of such an injunction
without any requirement that Employer post a bond.


 


(ii)           In
the event that a proceeding is brought in equity to enforce the provisions of this Paragraph, Employee shall not argue as a defense
that there is an adequate remedy at law, nor shall Employer be prevented from seeking any other remedies which may be available.


 


(iii)          The
existence of any claim or cause of action by Employer against Employee, or by Employee against Employer, whether predicated upon
this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the foregoing restrictive covenants
but shall be litigated separately.


 


	 	16.	ARBITRATION




 


(i)            In
the event that there shall be a dispute among the parties arising out of or relating to this Agreement, or the breach thereof
(a “Dispute”), the parties agree that such Dispute shall be resolved by final and binding arbitration before a single
arbitrator in Palo Alto, California (or within 25 miles thereof), administered by the American Arbitration Association (the “AAA”),
in accordance with AAA’s Employment ADR Rules then in effect. The arbitrator’s decision shall be final and binding
upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the parties. The arbitrator
shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and
specific performance.


 


(ii)           The
Company and Employee shall each pay half of the direct costs and expenses of the arbitration, including arbitration and arbitrator
fees. Except as otherwise provided by statute, Employee and the Company are responsible for their respective attorneys’
fees incurred in connection with enforcing this Agreement. Employee and the Company agree that, to the extent permitted by law,
the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party.


 


	 	17.	SECTION 409A COMPLIANCE 




 


(i)            This
Agreement is intended to comply with the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section
409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the
provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an "additional
tax" as defined in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement
shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment.
Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with
Employer unless he would be considered to have incurred a “termination of employment” from Employer within the meaning
of Treasury Regulation §1.409A-1(h)(1)(ii).


 




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(ii)           Notwithstanding
the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended
(the “Code”) concerning payments to “specified employees,” any payment on account of Employee’s
separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed
until the first business day of the seventh month following Employee’s date of termination and the first such payment shall
include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together
with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal
short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section
17 hereof, Employee shall be a “specified employee” for the 12-month period beginning on the first day of the fourth
month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of
the Code without regard to Section 416(i)(5) thereof) of Employer at any time during the 12-month period ending on the “Identification
Date.” For purposes of the foregoing, the Identification Date shall be December 31.”


 


(iii)          All
reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including,
where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’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 liquidation or exchange for another benefit.


 


	 	18.	MISCELLANEOUS




 


If
any provision of this Agreement shall be declared, by a court of competent jurisdiction or arbitrator, to be invalid, illegal
or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless
remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be
deemed dependent upon any covenant or provision so expressed herein.


 


The
parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are
not set forth herein. The provisions of this Agreement may not be amended, supplemented, waived, or changed orally, but only in
writing and signed by Employee and a duly authorized officer of the Company.


 


The
rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Employer, its successors
and assigns, and upon the Employee and his legal representatives, heirs and legatees. This Agreement constitutes a personal service
agreement, and the performance of the Employee’s obligations hereunder may not be transferred or assigned by the Employee.


 


The
failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions
shall remain in full force and effect. No waiver of any term or condition of this Agreement, on the part of either party, shall
be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.


 


The
validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California,
without reference to its conflict-of-law rules.


 




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IN
WITNESS WHEREOF, this employment agreement is dated as of the 6th day of October 2015.


 


	 	On
    Behalf of Employer:
	 	 
	 	SYSOREX
    GLOBAL HOLDINGS CORP.
	 	 	 
	 	By:	/s/
    Nadia Ali
	 	 	 
	 	 	 
	 	By:	/Kevin
    R. Harris
	 	 	Kevin
    R. Harris, Employee


 


 


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