Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is by and between ARISTA FINANCIAL CORP.(formerly Praco Corp.), a Nevada corporation,
(the “Corporation”) and PAUL L. PATRIZIO (the “Executive”) and is effective as of
the date of the consummation of the share exchange (the “Share Exchange”) between the Corporation and the shareholders
of Arista Capital Ltd. (“Arista”) (the “Effective Date”)


 


Introduction


 


The Corporation wishes
to retain the services of the Executive and the Executive wishes to be employed by the Corporation after the consummation of the
Share Exchange. Accordingly, the Corporation and the Executive desire to enter into an employment agreement which will set forth
the terms and conditions upon which the Executive shall be employed by the Corporation and upon which the Corporation shall compensate
the Executive.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Employment.
The Executive and the Corporation hereby agree upon the terms and conditions of employment hereinafter set forth and the previous
employment agreement between the Executive and Arista dated July 1, 2014 is hereby terminated on the Effective Date of this Agreement.


 


2. Term. Unless
earlier terminated in accordance with the terms hereof, the term of this Agreement shall be for the period commencing as of the
Effective Date and ending December 31, 2022; provided, however, that on the anniversary date of this Agreement each
year thereafter, this Agreement shall automatically be extended for successive one-year periods unless the Corporation or the Executive
shall have given the other written notice of its or his intention to terminate this Agreement at least six (6) months prior to
the anniversary date of any such year. Such notice by the Corporation to terminate this Agreement shall be deemed a termination
without cause under Section 11. Any failure by the Corporation or the Executive to give timely notice of termination shall cause
the term of employment of the Executive to be automatically renewed hereunder for an additional one (1) year period. Upon termination
or expiration of this Agreement, the Executive shall be vested with all of the pension benefits commensurate with twenty (20) years’
service with the Corporation, its successors or assigns, in any pension, profit sharing , incentive stock option, supplemental
retirement or other compensation plans for qualified and non-qualified executive employees of the Corporation, now or hereafter
implemented.


 


3. Duties.


 


(a) The Executive shall
serve as the Chief Executive Officer of the Corporation, in which capacities he shall be responsible for directing the operations
and strategy of the Corporation and its subsidiaries and such other duties consistent with such position as the Board of Directors
of the Corporation (the “Board”) shall determine from time to time. In addition, Executive shall serve as the
Chairman of the Board and as interim General Counsel of the Corporation. Without limiting the foregoing, the Executive shall consult
with the Board with respect to determining the Corporation’s business strategies. The position, duties and responsibilities
of the Executive hereunder may be changed, in writing, from time to time after the date of his Agreement by mutual agreement of
the parties. The parties further agree that upon a Change of Control (as hereinafter defined), if the Corporation fails and refuses
to elect, appoint or name the Executive as the Chairman of the Board and Chief Executive Officer of the Corporation, the Executive,
at his sole and exclusive option shall be entitled to terminate this Agreement and upon such termination, the provisions of Section
12 shall apply.


 






     


     


    

 


(b) In the event that
the Executive agrees in writing to be replaced by another individual to serve as the Corporation’s Chief Executive Officer
and/or its Chairman of the Board, the Executive’s compensation and benefits hereunder shall not be reduced or compromised
in any manner.


 


(c) The Executive shall
receive no additional compensation for any services rendered as a Director in the event he is simultaneously employed by the Corporation
and serving as a director of the Corporation.


 


(d) During the term of
this Agreement, the Executive shall, without compensation other than that herein provided (unless the Board shall assign additional
salary for such duties and services), also serve and continue to serve, if and when elected and re-elected, as an officer or director,
or both, of any subsidiary, division or affiliate of the Corporation, provided the Executive shall not be obligated to relocate
from the New York City metropolitan area and shall not incur any personal liabilities therefore that the corporation does not bond
or insure against in amounts satisfactory to the Executive.


 


(e) Unless otherwise
agreed to by the Executive, the office of the Executive shall be located at the principal offices of the Corporation within the
New York metropolitan area and the Executive shall not be required to locate his office elsewhere without his prior written consent.
The Executive shall not be required to travel outside the New York metropolitan area more than sixty (60) days per year.


 


4. Compensation.


 


(a) Salary. For
all services rendered by the Executive pursuant to this Agreement, during the term of this Agreement the Corporation shall pay
the Executive a salary at the following annual rates based upon the financial statements of the Corporation:


 


		(i)	Upon the Effective Date, the Executive’s base compensation
shall be at the rate of One Hundred Fifty Thousand Dollars ($150,000);



 


		(ii)	Thereafter; upon the first Five Hundred Dollars ($500,000)
of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary
compensation shall be raised to Two Hundred Thousand Dollars ($200,000);



 






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		(iii)	Thereafter; upon the next Five Hundred Dollars ($500,000)
of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary
compensation shall be raised to Two Hundred Fifty Thousand Dollars ($250,000);



 


		(iv)	Thereafter; for each additional One Million Dollars ($1,000,000)
of gross proceeds in Financing raised by the Corporation, during the Term of this Agreement the Executive’s base salary
compensation shall be increased by Twelve Thousand Dollars ($12,000).



 


The Employee’s
base salary shall be increased on each January 1st during the term of this Agreement by not less than five percent (5%)
of the then annual compensation amount. The Board in its sole discretion may further increase said salary from time to time. In
exercising such discretion, the Board shall, not less than once each year, review the Executive’s performance relative to
performance criteria discussed by the Board and established with the Executive and adopted by the Board at the beginning of such
year. Payments hereunder shall be made at the same frequency as payments made to other employees of the Corporation. Financing
shall mean all forms of debt and equity funding received by the Corporation.


 


(b) Annual Bonus.
The Executive will earn an annual bonus as follows: nine percent (8%) of the Corporation’s annual EBITDA (Earnings before
interest expense, taxes, depreciation, and amortization and all other non-cash charges) up to the first $5,000,000 of EBITDA, then
5% on amounts thereafter, based on the audited consolidated results of the Corporation. This bonus shall be payable in cash within
thirty (30) days after the audit has been completed.


 


(c) Transaction Bonus.
In addition, the Executive will be entitled to a transaction bonus in the amount of Twenty Thousand Dollars ($20,000) payable in
cash at the closing of the Share Exchange in addition to any amounts outstanding to him from Arista at that time.


 


(d) Options. In
addition, the Executive shall be granted 300,000 options to purchase 300,000 shares of the Corporation’s common stock exercisable
at $1.00 per share which shall vest annually on a pro rata basis over the 3 year period commencing January 1, 2019.


 






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5. Full-Time Services.
During the term of this Agreement, the Executive shall use his best efforts to promote the interests of the Corporation and shall
devote his full time and efforts to its business and affairs. The Executive shall not engage in any other activity that could reasonably
be expected to interfere with the performance of his duties, responsibilities and services hereunder; provided, however,
Executive may continue his activities as Executive Chairman and General Counsel to MPMI Solutions, Inc. and Of Counsel to Wollmuth
Maher & Deutsch LLP or such other entities or law firms, as well as his other activities through Apogee Partners LLC or his
affiliated entities so long as they are not competitive to the Corporation or unduly interfere with the Executive’s time
devoted to the activities of the Corporation .


 


6. Reimbursement
of Incurred Business Expenses. The Executive is authorized to incur reasonable expenses for promoting the business of the Corporation,
including expenses for entertainment, travel and similar items. The Corporation will reimburse the Executive for appropriate and
reasonable expenses upon the Executive’s presentation of an itemized account of such expenditures in such format as the Corporation
shall dictate. The Corporation shall at all times retain access to the records maintained by Executive relative to any such reimbursable
expenses. In recognition of Executive’s need for an office (including one that may be maintained at his home), professional
development fees, use of his automobile for business purposes and telecommunications expenses for business purposes, the Corporation
will provide Executive with an allowance equal to Two Thousand Five Hundred Dollars ($2,500) per month which amount shall increase
at the same rate as the Executive’s base compensation.


 


7. Restrictive Covenants.


 


(a) During the term of
this Agreement and for a period of one (1) year after the termination of Executive’s employment with the Corporation pursuant
to the terms of this Agreement, regardless of the reason for such termination, the Executive will not, directly or indirectly,
individually or as a consultant to, or as an officer, director, employee, equity owner or agent of, or otherwise participate in
the ownership or operation of any business providing similar products and services as the Corporation in the geographical areas
served by the Corporation and its subsidiaries at the time of such termination, but nothing contained herein shall be deemed to
prohibit the Executive from investing in any company engaged in such business, the stock of which is available in a public securities
market.


 


(b) During the term of
this Agreement and for a period of one (1) year after the termination of such employment, regardless of the reason for such termination,
the Executive will not, directly or indirectly, solicit or endeavor to entice away from the Corporation or from any of its subsidiaries,
or otherwise materially interfere with the business relationship of the Corporation or any of its subsidiaries with, (i)
any person who is employed by or associated with the Corporation any of its subsidiaries; or (ii) any person or entity who
is, or was within a one (1) year period immediately preceding termination, a customer or client of, supplier to or other party
having material business relations with the Corporation or any of its subsidiaries.


 






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(c) The Executive acknowledges
that a breach of any of the covenants contained in this Section 7 would result in irreparable injury to the Corporation for which
there may be no adequate remedy at law and that, in the event of an actual or threatened breach by the Executive of the provisions
of this Section 7, the Corporation shall be entitled to pursue and obtain injunctive relief restraining the Executive from doing
any act prohibited hereunder. Nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other
remedies available to it for such breach or threatened breach, including the recovery of any monetary damages to which it would
be entitled under the law. In the event that any provision of this Section 7 is held to be unenforceable as a result of it being
too broad, either in terms of time or geographical extent, the Executive agrees that the court can adapt and limit this Section
7 so as to make the provisions hereof enforceable to the fullest extent permissible.


 


8. Disclosure of
Information. The Executive recognizes and acknowledges that the Corporation’s trade secrets and all other confidential
and proprietary information of a business, financial or other nature, including without limitation, lists of the Corporation’s
actual and prospective customers, as they exist from time to time (collectively, the “Confidential Information”),
are a valuable and unique asset of the Corporation and therefore agrees that he will not, either during or after the term of his
employment, disclose any Confidential Information concerning the Corporation and/or its subsidiaries, to any person, firm, corporation,
association or other entity, for any reason whatsoever, unless previously authorized to do so by the Board. It is understood that
the term “Confidential Information” shall not include any information that has entered or enters the public domain
through no fault of the Executive. The Executive shall not make any use whatsoever, directly or indirectly, of the Confidential
Information, except as required in connection with the performance of his duties for the Corporation. For the purpose of enforcing
this provision, the Corporation may resort to any remedy available to it under the law.


 


9. Benefits.


 


(a) During the term of
this Agreement, the Executive shall be entitled to participate in any employee benefit plans and arrangements made available to
the Corporation’s management employees and/or executives, including, without limitation, medical insurance plans, group life
insurance, long-term disability plans, 401(k) plan, dental plans or health-and-accident plans, and any of such plans and arrangements
may be amended from time to time. The Corporation will provide the Executive with an allowance equal to Two Thousand Dollars ($2,000)
per month for health insurance with such allowance increased on each anniversary date of this Agreement at the same rate as the
Executive’s base compensation in addition to any amounts provided to employees generally.


 


(b) Vacations.
The Executive shall be entitled to five (5) weeks of paid vacation and ten (10) personal or sick days for each full calendar year
during the term of this Agreement, but if any of such time is not taken during a calendar year during the term, it shall not be
added to the subsequent year’s totals. The Executive shall also be entitled to all paid holidays given by the Corporation
to its management employees and/or executives.


 


(c) Life and Disability
Insurance. For so long as the Executive remains employed by the Corporation, and until such time as the Corporation arranges
a policy(ies) acceptable to the Executive, the Corporation shall provide the Executive with an allowance for life and disability
insurance equal to Five Hundred Dollars ($500) per month with such allowance increased on each anniversary date of this Agreement
at the same rate as the Executive’s base compensation in addition to any amounts provided to employees generally.


 






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(d) During the term of
this Agreement, the Executive shall be and continue to be a full participant in any Incentive Stock Option Plan of the Corporation,
any Additional Compensation Plan of the Corporation (providing for Short and Long-Term Awards) and in any and all other executive
incentive plans in which executives of the Corporation participate that may be hereafter adopted, including without limitation,
any stock option, stock purchase or stock appreciation plans, or any successor plans that may be adopted by the Corporation, with
at least the same reward opportunities, if any, that have heretofore been provided to the Executive and, in the case of Long-Term
Awards under the Additional Compensation Plan, with at least the same reward opportunities following a Change in Control (as hereinafter
defined) as the highest reward opportunity, if any, that shall have been provided to the Executive prior to the date on which a
Change in Control of the Corporation shall have occurred. Nothing in this Agreement shall preclude other benefits awarded in accordance
with the Corporation’s policy and improvement of reward opportunities in such plans or other plans in accordance with the
practice of the Corporation on or after the date of this Agreement.


 


10. Disability and
Death. In the event that Executive is absent from employment by reason of illness or other incapacity by which Executive is
unable to perform the essential functions of his position for more than six (6) consecutive months during the term of this Agreement
or if the Executive dies during the term of this Agreement, the Corporation may terminate this Agreement and the Corporation shall
pay to the Executive’s estate in a lump sum within sixty (60) days, an amount equal to three (3) times the Executive’s
annual salary rate then payable to the Executive pursuant to Section 4(a) of this Agreement.


 


11. Termination.


 


(a) The Corporation shall
have the right, on written notice to the Executive, by action of its Board, to terminate the Executive’s employment immediately
at any time for cause or without cause.


 


(b) For purposes of this
Agreement, “cause” shall mean (i) conviction of a crime involving dishonesty or (ii) willfully engaging
in conduct materially injurious to the Corporation or (iii) the material breach of this Agreement or any other agreement between
the Executive and the Corporation, which material breach has not been cured by Executive within ten (10) days after Executive’s
receipt of written notice from the Corporation of such material breach.


 


(c) In the event of termination
of employment by the Corporation pursuant to this Section 11, without cause, the Corporation shall continue for a period equal
to the greater of (A) the balance of the term of this Agreement, or (B) two (2) years, the following: (i) the Executive’s
base salary at its then annual rate, and (ii) provide to the Executive the benefits under Sections 9 and 10. In addition, the Corporation
shall pay the Executive in a lump sum, within thirty (30) days of the date of termination, an amount equal to the bonus or other
incentives paid to the Executive in the preceding year under this Agreement. The Executive shall not be required to mitigate the
amount of any payment provided for in this Section 11(c) by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 11 be reduced by any compensation earned by Executive as the result of employment
by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Corporation, or
otherwise.


 






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(d) In the event of termination
of this Agreement for any other reason (including death or disability), the Corporation shall have no further obligation to make
any payments or provide any benefits hereunder (except, where applicable, the payments required under Section 10 or under Section
12 below).


 


(e) In the event of termination
of the Executive’s employment by the Corporation in the first (1st) year of this Agreement for any reason whatsoever
excluding a termination with cause, the Corporation shall pay as severance to the Executive, no later than thirty (30) days following
the date of termination, the greater of (i) three hundred percent (300%) of the maximum allowable bonus payable to the Executive
pursuant to Section 4(b); or (ii) the sum of Three Hundred Thousand Dollars ($300,0000).


 


(f) The Executive may
resign during the term of this Agreement for Good Reason. For purposes of this Agreement, the term “Good Reason” shall
mean the Corporation breaches or fails to perform any of its material commitments, duties, or obligations under this Agreement
and such breach or failure continues for a period of thirty (30) days after the Executive provides the Corporation with written
notice of such breach or failure; a significant reduction or change by the Corporation in the nature or scope of the authority
of, such duties or responsibilities assigned to or held by the Executive that are inconsistent with the Executive’s role
with the Corporation, without the Executive’s consent; a transfer or relocation of the site of employment of the Executive,
without the Executive’s express written consent, to a location more than fifty (50) miles from the location of the Executive’s
then current principal location of employment (excluding business travel). If the Executive resigns for Good Reason, the Corporation
shall continue to pay the Executive’s base compensation in accordance with Section 4(a) for a period (i) of six (6) months
from the date of termination, or equal to the length of time from the date of termination until the end of the Employment Agreement,
had the Executive’s employment not been terminated, whichever is longer; (ii) the Corporation shall pay to the Executive
any bonuses that would otherwise be due to the Executive should his employment have not been terminated; and (iv) the Corporation
shall pay to the Executive any other payments or benefits that the Executive is eligible to receive under any benefit or retirement
plans or other arrangements that would, by their terms, apply.


 


(g) In the event that
the Executive shall, at the time of termination, hold any outstanding and unexercised (whether or not exercisable at the time)
stock option or options theretofore granted to the Executive by the Corporation or its successors or assigns, the Corporation,
at the Executive’s option, shall immediately pay to the Executive, in a lump sum, an amount equal to the excess above the
option exercise price under each such option, the fair market value of the shares subject to each such option at the time of termination.
Solely for the purpose of this subsection, “fair market value” shall be deemed to mean the higher of (i) the average
of the reported closing prices of the common shares of the Corporation, as reported on the exchange on which it traded for the
last trading day prior to the date of termination and for the last trading day of each of the two preceding thirty-day periods,
and (ii) in the event that a Change of Control, as defined hereinafter, occurred prior to termination as a result of a tender or
exchange offer, or otherwise, and such Change of Control was consummated within twelve (12) months of termination, an amount equal
to the per share consideration paid for the common shares of the Corporation acquired in the course of such tender or exchange
offer.


 






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(h) Notice of Termination.
Any termination of the Executive’s employment by the Corporation or by the Executive pursuant to this Section 11 shall be
communicated by written Notice of Termination to the other party in accordance with Section 14. For purposes of this Agreement,
a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated.


 


(i) Date of Termination.
The term “date of termination” shall mean (i) if the Executive’s employment is terminated by his death, the date
of his death, (ii) if the Executive’s employment is terminated due to Disability, ten (10) days after the Corporation’s
notice is given (provided that the Executive shall not have returned to the performance of his duties during such ten (10) day
period), (iii) if the Executive’s employment is terminated for cause, one day after the Notice of Termination is given, or
(iv) if the Executive’s employment is terminated for Good Cause, ten (10) days after the Notice of Termination, or upon such
date set forth in the notice if such date is more than ten (10) days after the giving of the Termination Notice, (v) if this Agreement
terminates at the end of the initial term or any renewal term pursuant to Section 2, the date of such expiration.


 


12. Change in Control.


 


(a) In the event that
(i) the duties and responsibilities of Executive are at any time significantly changed (by diminution, increase or other significant
alteration) from the duties and responsibilities presently exercised by him; or (ii) there is a “Change in Control”
(as hereinafter defined) of the Corporation, Executive may at his election, at any time within one year after either of such events,
terminate this Agreement with 60 days prior written notice and Executive shall be entitled to the following compensation, in lieu
of the other compensation and bonuses provided herein:


 


		(i)	In lieu of any further salary and bonus payments to the
Executive for periods subsequent to the termination, the Corporation shall pay as severance pay to the Executive, no later than
thirty (30) days following the effective date of termination, (x) a lump-sum severance payment equal to three (3) times the Executive’s
annual salary rate in effect as of the termination, or if greater, such rate in effect immediately prior to the Change in Control
of the Corporation and (y) an amount equal to three (3) times any bonus received by him for the previous year.



 






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		(ii)	In addition, all unvested stock grants, stock options,
warrants or any other securities of the Corporation then held by the Executive shall immediately vest.



 


		(iii)	In addition thereto, the Executive, and/or his beneficiaries
and survivors, shall be entitled to all of the benefits of this Agreement based upon the Executive’s retirement, including
full health insurance, disability insurance, long-term health care and life insurance, together with twenty (20) years fully vested
service with respect to any employee benefit plans, retirement plans or profit sharing plans of the Corporation, deemed to have
occurred one (1) day prior to the date of said termination. At a minimum, for twenty-four (24) months after such termination,
the Corporation shall arrange to provide the Executive with life, disability, accident, medical insurance and all other employment
benefits substantially similar to those that the Executive was receiving immediately prior to the termination.



 


(b) The Executive shall
not be required to mitigate the amount of any payment provided for in this Section 12 by seeking other employment or otherwise.


 


(c) For purposes of this
Agreement, a “Change in Control” shall be deemed to have occurred if (i) any “person” or group of
“persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
(other than persons (A) holding equity interests or (B) with whom the Corporation has entered into definitive agreements regarding
the purchase of equity interests, as of the first day of the term date of this Agreement and their affiliates, and other than the
Executive) becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of the Corporation; (ii) during any period of
two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director whose election
or nomination was approved by the directors in office who either were directors at the beginning of the period or whose election
or nomination was previously so approved, cease for any reason to constitute at least a majority of the Board thereof; or (iii)
the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other entity, other than
a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than twenty-five percent (25%) of the combined voting power of the voting securities of the Corporation or such surviving
entity outstanding immediately after such merger or consolidation.


 


13. Enforceability,
etc. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision
hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If
any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable
to the maximum extent permitted by applicable law.


 






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14. Notices.
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when
(i) delivered in person, (ii) sent by certified mail, postage prepaid, (iii) delivered by a nationally recognized overnight delivery
service or (iv) sent by telecopy, provided that a confirmation copy is sent via a nationally recognized overnight delivery service
on the same business day, addressed, if to the Corporation, at the Corporation’s executive offices, Attn: President, and
if to the Executive, at the address of his personal residence as maintained in the Corporation’s records, with a copy sent
via facsimile and certified mail, return receipt requested, to any attorney designated by the Executive in writing to the Corporation
prior to the Corporation giving the notice in question. Any party may change the person and address to which notices or other communications
are to be sent by giving written notice of such change to the other party in the manner provided herein for giving notice.


 


15. Waiver.
The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver
of any subsequent breach.


 


16. Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the Corporation, its successors and assigns, and
the Executive, his heirs and legal representatives.


 


17. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It may be changed
only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without
giving effect to principles of conflicts of laws. This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same agreement.


 






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IN WITNESS WHEREOF,
the parties have executed or caused this Agreement to be executed as of the date first above written.


 


	 	 
	PAUL L. PATRIZIO	 
	 	 
	ARISTA FINANCIAL CORP. (Formerly Praco Corp.)	 
	 	 	 
	By:	 	 
	 	Kenneth Mathews, Vice Chairman	 


 








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