KonaRed Corporation: Exhibit 10-1 - Filed by newsfilecorp.com







  



Engagement Agreement 

John Dawe, CFA 



March 18, 2014 

Dear John,

This letter is confirmation of your acceptance of KonaRed
Corporation's (the "Company") offer for the position of Chief Financial Officer
("CFO").

Per our discussions, the terms of the engagement are as
follows: 

Title:
Chief Financial Officer, and Secretary &
Treasurer 

Engagement: 
This is a one year contract position
based on assumption that KonaRed Corporation will be the focus client of John
Dawe ('Dawe") of DAS Corporate Services Inc. Engagement will be non-exclusive
and Dawe has the right to undertake, or continue serving, clients unrelated to
the Company. The agreement may be renegotiated and renewed by the parties at, or
around, expiration date of April 30, 2015. 

Duties: 
As mutually determined within the scope of
standard duties normally assigned to a CFO. 

Compensation: 
US$8,500 month payable at the
beginning of each month, up to an including April 1, 2015; 50,000 restricted
shares of the common stock of the Company upon signing of this agreement; 25,000
restricted shares of the common stock of the Company based on a mid-contract
performance measure to be mutually agreed upon; and 25,000 restricted shares of the common stock of the
Company to be payable upon completion of the Company's audit for the fiscal year
ended December 31, 2014 and filing of its Annual Report on Form 10-K.









Benefits: 
Future participation in any bonus
structures provided to other executives. No health care or other benefits.
However, Dawe will be allowed sick time if required in line with that normally
granted to any other employee. 

Indemnity: 
The Company will provide John Dawe with
an indemnity agreement covering the services Dawe provides to the Company. 

Holidays: 
The Company agrees it should anticipate
Dawe will be unavailable for approximately 3 weeks each twelve month period. All
holiday times will be coordinated in mutual agreement with the Company.

Notice: 
This agreement is cancellable by either
party with 60 calendar days’ notice. In the event of cancelation, the shares
issued to Dawe as a signing bonus will be retained by Dawe, and all other shares
to be issued under this Agreement shall be prorated based on the percentage of
the term of this Agreement over which Dawe provided services to the Company
under this Agreement. 

Termination for cause: 
The Company has the right to
terminate this agreement with immediate notice for Cause. "Cause" herein shall
mean: (i) an intentional tort (excluding any tort relating to a motor vehicle)
which causes substantial loss, damage or injury to the property or reputation of
the Company or its subsidiaries; (ii) any serious crime or intentional, material
act of fraud or dishonesty against the Company; (iii) the commission of a felony
that results in other than immaterial harm to the Company's business or to the
reputation of the Company or Executive; (iv) habitual neglect of Dawe's
reasonable duties (for a reason other than illness or incapacity) which is not
cured within ten (10) days after written notice thereof by the Company to Dawe;
(v) the disregard of written, material policies of the Company or its
subsidiaries which causes other than immaterial loss, damage or injury to the
property or reputation of the Company or its subsidiaries which is not cured
within ten (10) days after written notice thereof by the Board to the
Executive; or (vi) any material breach of Dawe's ongoing obligation not to
disclose confidential information and not to assign intellectual property
developed during employment which, if capable of being cured, is not cured
within ten (10) days after written notice thereof by the Company to Dawe. 








Expenses: 

The Company will reimburse Dawe for normal expenses based on
mutually agreed expense claims.

In closing, I'd like to say welcome to KonaRed! 

Best regards, 

KONARED CORPORATION 

/s/ Shaun Roberts 

Shaun Roberts 
President & CEO 

	
    
      If you are in agreement with the foregoing please
      indicate your acceptance below:
    

    


BY: /s/ John
Dawe        

       John Dawe, CFA 

Date: March 18, 2014