**Exhibit10.21**

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**EMPLOYMENTAGREEMENT**

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AGREEMENT dated as of March6, 2015 between DAVID SHAPIRO, residing at the address on file with the Company (as defined below) (“Executive”), andPROPEL MEDIA, INC., a Delaware corporation having its principal office at 525 Washington Blvd, Suite 2620, Jersey City, NJ 07310(“Company”);

 

WHEREAS, Executive is currentlyemployed as General Counsel and Executive Vice President, Business & Legal Affairs of Future Ads, LLC (“Future Ads”)pursuant to an offer letter dated as of December 15, 2011;

 

WHEREAS,the Company has entered into a Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014, byand among the Company, Kitara Media Corp. (“Kitara Media”), Future Ads and the members of Future Ads;

 

WHEREAS,the Company desires to enter into a new employment agreement with Executive in connection with the consummation of the transactionscontemplated by the Exchange Agreement (the “Commencement Date”); and

 

WHEREAS,Executive is willing to enter into such employment agreement on the terms, conditions and provisions hereinafter set forth.

 

NOW,THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each,the parties hereby agree as follows:

 

ITIS AGREED:

 

1.             Employment,Duties and Acceptance.

 

1.1           General. During the Term (as defined in Section 2), the Company shall employ Executive in the positions of ChiefCorporate Development Officer, General Counsel and Secretary of the Company and such other positions as shall be given to Executiveby the Company’s Chief Executive Officer or the Board of Directors of the Company (the “Board”). All of Executive’spowers and authority in any capacity shall at all times be subject to the direction and control of the Company’s Board ofDirectors and Chief Executive Officer of the Company. The Board may assign to Executive such management and supervisory responsibilitiesand executive duties for the Company or any subsidiary of the Company, including serving as an executive officer and/or directorof any subsidiary, as are consistent with Executive’s status as Chief Corporate Development Officer, General Counsel andSecretary. The Company and Executive acknowledge that Executive’s primary functions and duties as Chief Corporate DevelopmentOfficer, General Counsel and Secretary shall be similar to those customarily performed by comparable officers of similar companies.

 

 

1.2            Full-TimePosition. Executive accepts such employment and agrees to devote substantially all of his business time, energiesand attention to the performance of his duties hereunder, except as otherwise approved by the Company’s Chief ExecutiveOfficer. Nothing herein shall be construed as preventing Executive from making and supervising personal investments orparticipating in the activities of not-for-profit organizations, provided they will not interfere with the performance ofExecutive’s duties hereunder.

 

1.3           Location. Executive shall perform his duties hereunder at Future Ads’ offices located in Irvine, CA, exceptas approved by the Company’s Chief Executive Officer. Executive shall undertake such occasional travel, within or outsidethe United States, as is reasonably necessary in the interests of the Company.

 

2.             Term.The term of Executive’s employment hereunder shall commence on the Commencement Date and shall continue for three years(“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual writtenagreement of the Company and Executive. Unless the Company and Executive have otherwise agreed in writing, if Executive continuesto work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditionsprovided for in this Agreement, except that his employment will be on an “at will” basis and the provisions of Sections4.4, 4.5 and 4.6(c) shall no longer be in effect. Six months prior to the expiration of the Term, the Company and Executive shallcommence good faith negotiations for a written extension of this Agreement.

  

 

3.             Compensationand Benefits.

 

3.1           Salary. The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of $320,000. Executive’scompensation shall be paid in equal, periodic installments in accordance with the Company’s normal payroll procedures.

 

3.2            Performance Bonus. Executive will be eligible to earn bonuses during the course of each year employedby the Company based upon the Executive and the Company meeting certain performance objectives.  The bonuses will bebased on the Executive’s and the Company’s performance in accordance with existing agreements covering the Executive’sbonuses.  The bonuses will be distributed within 30 days after the end of the applicable performance period.

 

3.3           Benefits. Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded toother executives of the Company, subject to applicable waiting periods and other conditions.

 

3.4           Vacation; Personal Days. Executive shall be entitled to 20 paid vacation days in each year during the Term. Executive shallbe entitled to a reasonable number of other days off for religious and personal reasons, which shall not accrue or be paid offin the event Executive’s employment is terminated.

 

3.5           Expenses. The Company shall pay or reimburse Executive for all transportation, hotel and other expenses reasonably incurredby Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in theconduct of the business of the Company against itemized vouchers submitted with respect to any such expenses and approved in accordancewith customary procedures.

 

3.6           Stock Options. Subject to approval by the Board, the Company shall grant Executive an option (“Option”)to purchase three million (3,000,000) shares of the Company’s Common Stock under the Company’s 2014 Long-Term IncentiveEquity Plan (“Plan”), with an exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’scommon stock on the date of grant. One-quarter of the Option shall vest upon the first anniversary of the Commencement Date andthe remaining three-quarters of the Option shall vest in twelve equal portions on a quarterly basis during the succeeding threeyears ending on the fourth anniversary of the Commencement Date.

 

 

4.             Termination.

 

4.1           Death. If Executive dies during the Term, Executive’s employment hereunder shall terminate and the Company shallpay to Executive’s estate the amount set forth in Section 4.6(a).

 

4.2           Disability. The Company, by written notice to Executive, may terminate Executive’s employment hereunder if Executiveshall fail because of illness or incapacity to render services of the character contemplated by this Agreement for six (6) consecutivemonths. Upon such termination, the Company shall pay to Executive the amount set forth in Section 4.6(a).

 

4.3           By Company for “Cause”. The Company, by written notice to Executive, may terminate Executive’s employmenthereunder for “Cause”. As used herein, “Cause” shall mean: (a) the refusal or failure by Executive tocarry out specific directions of the Board which are of a material nature and consistent with his status as Chief Corporate Development Officer, General Counsel and Secretary(or whichever positions Executive holds at such time), or the refusal or failure by Executive to perform a material part of Executive’sduties hereunder; (b) the commission by Executive of a material breach of any of the provisions of this Agreement; (c) fraud ordishonest action by Executive in his relations with the Company or any of its subsidiaries or affiliates (“dishonest”for these purposes shall mean Executive’s knowingly or recklessly making a material misstatement or omission for his personalbenefit); or (d) the conviction of Executive of a felony under federal or state law. Notwithstanding the foregoing, no “Cause”for termination shall be deemed to exist with respect to Executive’s acts described in clauses (a) or (b) above, unlessthe Company shall have given written notice to Executive within a period not to exceed ten (10) calendar days of the initial existenceof the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days aftersuch notice, Executive shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided,however, no more than two cure periods need be provided during any twelve-month period. Upon such termination, the Company shallpay to Executive the amount set forth in Section 4.6(b).

 

 

4.4           By Executive for “Good Reason”. The Executive, by written notice to the Company, may terminate Executive’semployment hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall meanthe occurrence of any of the following circumstances without the Executive’s prior written consent: (a) a substantial andmaterial adverse change in the nature of Executive’s title, duties and/or responsibilities with the Company that representsa demotion from his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”)or the assignment to Executive of any duties materially inconsistent with Executive’s position, authority, duties and/orresponsibilities as contemplated by Section 1.1 hereof; (b) material breach of this Agreement by the Company; (c) a failure bythe Company to make any payment to Executive when due, unless the payment is not material and is being contested by the Company,in good faith; or (d) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no “GoodReason” shall be deemed to exist with respect to the Company’s acts described in clauses (a), (b) or (c) above, unlessExecutive shall have given written notice to the Company within a period not to exceed ten (10) calendar days of the Executive’sknowledge of the initial existence of the occurrence, specifying the “Good Reason” with reasonable particularity and,within thirty (30) calendar days after such notice, the Company shall not have cured or eliminated the problem or thing givingrise to such “Good Reason”; provided, however, that no more than two cure periods shall be provided during any twelve-monthperiod of a breach of clauses (a), (b) or (c) above. Upon such termination, the Company shall pay to Executive the amount setforth in Section 4.6(c).

 

4.5           By Company Without “Cause”. The Company may terminate Executive’s employment hereunder without “Cause”by giving at least thirty (30) days written notice to Executive. Upon such termination, the Company shall pay to Executive theamount set forth in Section 4.6(c).

 

4.6           Compensation Upon Termination. In the event that Executive’s employment hereunder is terminated, the Company shallpay to Executive the following compensation:

 

(a)         Payment Upon Death or Disability. In the event that Executive’s employment is terminated pursuant to Sections 4.1or 4.2, the Company shall no longer be under any obligation to Executive or his legal representatives pursuant to this Agreementexcept for: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expensereimbursements; and (iii) all accrued but unused vacation pay.

 

 

(b)         Payment Upon Termination by the Company For “Cause”. In the event that the Company terminates Executive’semployment hereunder pursuant to Section 4.3, the Company shall have no further obligations to the Executive hereunder, exceptfor: (i) the Base Salary due Executive pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expensereimbursements; and (iii) all unused vacation pay through the date of termination required by law to be paid.

 

(c)         Payment Upon Termination by Company Without Cause or by Executive for Good Reason. In the event that Executive’semployment is terminated pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Executive hereunderexcept for: (i) an aggregate amount equal to 100% of the Base Salary of Executive pursuant to Section 3.1 hereof, payable overthe course of 12 months in accordance with Section 3.1, subject to the Executive executing a general release in the form attachedhereto as Exhibit A; (ii) all valid expense reimbursements; (iii) all accrued but unused vacation pay; and (iv) all equity awards,including the Option, shall fully vest and be exercisable at any time by Executive for a period of one year following termination.

 

(d)         Executive shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid orpayable to Executive from sources other than the Company will not offset or terminate the Company’s obligation to pay toExecutive the full amounts pursuant to this Agreement.

 

5.             Protectionof Confidential Information.

 

5.1           Acknowledgment. Executive acknowledges that:

 

(a)         As a result of his employment with the Company, Executive has obtained and will obtain secret and confidential information concerningthe business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”), including,without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and sources(“Confidential Information”).

 

(b)         The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with theCompany or thereafter, Executive should  divulge Confidential Information.

 

 

(c)         The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.

 

5.2           Confidentiality. Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person orentity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in thecourse of performing his duties hereunder, (ii) with the Company’s prior written consent; (iii) to the extent that any suchinformation is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or(iv) where required to be disclosed by court order, subpoena or other government process. If Executive shall be required to makedisclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than48 hours after learning of such subpoena, court order, or other government process, shall notify, confirmed by mail, the Companyand, at the Company’s expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Companyto defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to interveneand participate with counsel of its choice in any proceeding relating to the enforcement thereof.

 

5.3           Documents. Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda,notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business ofthe Company and all property associated therewith, which he may then possess or have under his control; provided, however, thatExecutive shall be entitled to retain copies of such documents reasonably necessary to document his financial relationship withthe Company.

 

Forpurposes of this Section 5:

 

 

5.4           Injunctive Relief. If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section5.2, the Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforcedby any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunderto the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparableinjury to the Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumeratedin this Section 5.4 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company underlaw or equity. In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailingparty in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ feesand costs incurred by the prevailing party.

 

 

6.             MiscellaneousProvisions.

 

6.1           Survival. The provisions of Sections 4.6, 5 and 6 shall survive the termination of this Agreement for any reason.

 

6.2           Notices. All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when(i) delivered personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail,return receipt requested, addressed to the party to receive the same at his or its address set forth below, or such other addressas the party to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1.All notices shall be deemed to have been given as of the date of personal delivery or mailing thereof.

 

atthe address on file with the Company

  

2010Main St., Suite #900

Irvine,California 92614

Attention:General Counsel

 

405Lexington Avenue

NewYork, NY 10174

Attn:David Alan Miller; Jeffrey M. Gallant

 

 

6.3           Entire Agreement; Waiver. This Agreement sets forth the entire agreement of the parties relating to the employment of Executiveand is intended to supersede all prior negotiations, understandings and agreements between Executive and the Company or any ofits subsidiaries, except for existing agreements relating to Executive’s bonuses. No provisions of this Agreement may be waived or changed except by a writing by the party against whom suchwaiver or change is sought to be enforced. The failure of any party to require performance of any provision hereof or thereofshall in no manner affect the right at a later time to enforce such provision.

 

6.4           Governing Law. All questions with respect to the construction of this Agreement, and the rights and obligations of theparties hereunder, shall be determined in accordance with the law of the State of California applicable to agreements made andto be performed entirely in California. Any action or proceeding by either of the parties to enforce this Agreement shall be broughtonly in a state or federal court located in Orange County in the state of California. The parties hereby irrevocably submit tothe exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action orproceeding in such venue.

 

6.5           Binding Effect; Nonassignability. This Agreement shall inure to the benefit of and be binding upon the successors and assignsof the Company. This Agreement shall not be assignable by Executive, but shall inure to the benefit of and be binding upon Executive’sheirs and legal representatives.

 

6.6           Severability. Should any provision of this Agreement become legally unenforceable, no other provision of this Agreementshall be affected, and this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.

 

6.7           Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A,the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.

 

 

INWITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

 

 

ExhibitA

 

**SETTLEMENTAND GENERAL RELEASE agreement**

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THISSETTLEMENT AND GENERAL RELEASE AGREEMENT (this “Agreement”), is entered into on ____, 20__, between PROPEL MEDIA,INC. (the “Company”) and DAVID SHAPIRO (the “Executive”).

 

1.           Severance.In consideration for the agreements and releases by Executive set forth below, Company agrees that the Company shall pay Executivethe amounts required by Section 4.6(c) (“Severance Payments”) of the Employment Agreement by and between Company andExecutive dated January [__], 2015 (“Employment Agreement”). Executive acknowledges and agrees that, but for the executionof this Agreement, Executive would not be entitled to the Severance Payments described above.

 

2.           Releases.The Company, on behalf of itself and its current and former parents, subsidiaries and affiliates, and their respective officers,directors, stockholders, partners, members, subagents, attorneys, representatives, insurers, trustees, successors, predecessors,and assigns (collectively, the “Company Related Parties”), hereby releases and discharges Executive from any and allobligations, debts, liabilities, demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises,sums of money owed, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off,demands and liabilities of every kind and nature and description whatsoever, which the releasing party ever had, now has or maythereafter acquire, solely arising out of or based Executive’s employment with the Company (specifically excluding, however,any claims for breach of any representation, warranty, obligation or covenant by the Executive contained in this Agreement).

 

Executive,on behalf of himself and his heirs and personal representatives (collectively, the “Executive Related Parties” andtogether with the Company Related Parties, the “Related Parties”), hereby releases and discharges the Company andthe Company Related Parties, from any and all obligations, debts, liabilities, demands, actions, causes of action, suits, covenants,contracts, controversies, agreements, promises, sums of money owed, accounts, bills, reckonings, damages and any and all otherclaims, counterclaims, defenses, rights of set-off, demands and liabilities of every kind and nature and description whatsoever,which Executive ever had, now has or may thereafter acquire, solely arising out of or based upon Executive’s employmentwith the Company (specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenantby the Company contained in this Agreement).

 

3.          Agreement on Disclosure. Each of the parties agrees that in respect of matters relating to Executive’s employmentwith the Company, that none of them will make disparaging remarks about the other.

 

 

4.          Acknowledgement and Waiver.

 

(a)         Eachparty, on behalf of itself and its Related Parties, with respect to the releases set forth in Section 2 above, understands, acknowledgesand agrees that said release may be pleaded (i) by any of the released parties as a full and complete defense and may be producedby any such released party as a basis for an injunction against any action, suit or claim or other proceeding which may be instituted,prosecuted or attempted in breach of the provisions of such release; or (ii) otherwise as a basis for enforcing the obligationsof the releasing parties hereunder. Each of the releasing parties hereby acknowledges that it is familiar with Section 1542 ofthe Civil Code of the State of California, and any similar federal or state statute, which provides as follows:

 

“AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTINGTHE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED THIS SETTLEMENT WITH THE DEBTOR.”

 

(b)         Eachreleasing party, on behalf of itself and its Related Parties, hereby waives and relinquishes any right or benefit which it hasor may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or non-statutorylaw of any other jurisdiction with respect to the releases granted hereunder. In connection with such waiver and relinquishment,each releasing party, on behalf of itself and its Related Parties, acknowledges that it is aware that it or its attorney or agentsmay hereafter discover facts in addition to or different from those which it now knows or believes to exist with respect to thesubject matter of this Agreement, but that it is each releasing party’s intention hereby to release fully, finally and foreverthe matters released herein, whether known or unknown, suspected or unsuspected, as set forth hereinabove, notwithstanding thediscovery or existence of any such additional or different facts.

 

5.           NoTransfer of Claims. Each releasing party under paragraph 2 hereunder hereby represents and warrants to each released partythat it and its Related Parties has never transferred any claims of the type released hereunder that it may have had against thereleased parties to any other person or entity.

 

6.           Miscellaneous.

 

(a)         ThisAgreement will inure to the benefit of and be binding upon the representatives, successors and assigns of each of the parties.

 

(b)         ThisAgreement and the other agreements herein mentioned, contain the entire agreement between the parties relating to its subjectmatter and supersede and cancel all prior contemporaneous written and oral agreements relating thereto. Any oral representationor modification concerning this Agreement shall be of no force or effect. This Agreement can be modified only by a writing signedby all of the parties.

 

(c)         ThisAgreement will be construed for all purposes in accordance with the laws of the State of California, without giving effect toits choice of law principles.

 

 

(d)         Nothingin this Agreement is intended to constitute, or does constitute, any admission by the parties of any liability to each other orviolation of any law, statute, regulation, contract or legal obligation, all of which is expressly denied.

 

(e)         Theparties represent that they have read this Agreement, understand its terms and effect and enter into it knowingly and voluntarily.

 

(f)          Headingsin this Agreement are for convenience of reference only and are not part of the substance hereof or thereof.

 

(g)         ThisAgreement may be signed in counterpart originals with the same force and effect as though a single original were executed.

 

 

*[SignaturePage Next]*

 

INWITNESS WHEREOF, the parties have executed this Settlement and General Release Agreement as of the date first set forth above.

 

 

 

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