Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is entered into as of February 15, 2022 (the “Effective Date”), by and between
VerifyMe, Inc., a Nevada corporation (the “Company”), and Margaret Gezerlis (the “Executive”). Some
of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.


 


WHEREAS, in its business,
the Company has acquired and developed certain trade secrets both as defined by applicable law and the common law, including, but not
limited to, proprietary processes, sales methods and techniques, and other like confidential business and technical information, including
but not limited to, technical information, design systems, pricing methods, pricing rates or discounts, processes, procedures, formulas,
designs of computer software, or improvements, or any portion or phase thereof, whether patented, or not, or unpatentable, that is of
any value whatsoever to the Company, as well as information relating to the Company’s Services (as defined in Section 9(a)), information
concerning proposed new Services, market feasibility studies, proposed or existing marketing techniques or plans (whether developed or
produced by the Company or by any other person or entity for the Company), other Confidential Information (as defined in Section 9(a))
and information about the Company’s executives, officers, and directors, which necessarily will be communicated to the Executive
by reason of his or her employment by the Company; and


 


WHEREAS, the Company has strong
and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information,
and its substantial, significant, or key, relationships with vendors, whether actual or prospective; and


 


WHEREAS, the Company desires
to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term
of this Agreement and for a reasonable time following the termination of this Agreement; and


 


WHEREAS, the Company desires
to employ or continue to employ the Executive and to ensure the availability or continued availability to the Company of the Executive’s
services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions
contained in this Agreement.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive
hereby agree as follows:


 


1.            Representations
and Warranties. The Executive hereby represents and warrants to the Company that he or she (i) is
not subject to any non-solicitation or non-competition agreement affecting his or her employment with the Company (other than any prior
agreement with the Company or other agreement disclosed on Exhibit A), (ii) is not subject to any confidentiality or nonuse/nondisclosure
agreement affecting his or her employment with the Company (other than any prior agreement with the Company), and (iii) has brought to
the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer. The Executive
and the Company agree that this Agreement replaces that certain Employment Agreement between the Executive and the Company dated November
15, 2018, inclusive of any amendments thereto.


 






    	 	 	 



    	 



    

 


2.            Term
of Employment.


 


(a)          Term.
The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company. Executive’s employment shall
be on an “at-will” basis and, subject to Section 6, the Company or Executive may terminate Executive’s employment and
this Agreement at any time (such period, the “Term”).


 


(b)          Continuing
Effect. Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 6(e), 7,
8, 9, 10, 12, 15, 18, 19, and 22 shall remain in full force and effect and the provisions of Section 9 shall be binding upon the legal
representatives, successors and assigns of the Executive.


 


3.            Duties.


 


(a)          General
Duties. The Executive shall serve in the position indicated in the Schedule, with duties and responsibilities that are customary for
such an executive. The Executive shall report to the Company’s Chief Executive Officer (the “CEO”). The Executive
shall also perform services for such subsidiaries of the Company as may be necessary. The Executive shall use his or her best efforts
to perform his or her duties and discharge his or her responsibilities pursuant to this Agreement competently, carefully and faithfully.
In determining whether or not the Executive has used his or her best efforts hereunder, the Executive’s and the Company’s
delegation of authority and all surrounding circumstances shall be taken into account and the best efforts of the Executive shall not
be judged solely on the Company’s earnings or other results of the Executive’s performance, except as specifically provided
to the contrary by this Agreement.


 


(b)          Devotion
of Time. Subject to the last two sentences of this Section 3(b), the Executive shall devote such time, attention and energies to the
affairs of the Company and its subsidiaries and affiliates as are necessary to perform his or her duties and responsibilities pursuant
to this Agreement. The Executive shall not enter the employ of or serve as a consultant to, or in any way perform any services with or
without compensation to, any other persons, business, or organization, without the prior consent of the Company’s Board of Directors
(the “Board”). Notwithstanding the above, the Executive shall be permitted to devote a limited amount of his or her
time, to professional, charitable or similar organizations, including, but not limited to, serving as a non-executive director or an advisor
to a board of directors, committee of any company or organization provided that such activities do not interfere with the Executive’s
performance of his or her duties and responsibilities as provided hereunder.


 


(c)          Location
of Office. The Executive’s principal office shall be his or her home or other location where he or she may be from time-to-time.
The Executive’s job responsibilities shall include all business travel necessary for the performance of his or her job.


 


(d)          Adherence
to Inside Information Policies. The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside
information policies designed to preclude its executives and those of its subsidiaries from violating the federal securities laws by trading
on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party.
The Executive shall promptly execute any agreements generally distributed by the Company to its employees requiring such employees to
abide by its inside information policies.


 






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4.            Compensation
and Expenses.


 


(a)          Salary.
For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive the annual salary indicated
on the Schedule (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and
regulations payable in accordance with the Company’s customary payroll practices. The Executive’s Base Salary shall be reviewed
at least annually by the Board and the Board may, but shall not be required to, increase the Base Salary during the Term. However, the
Executive’s Base Salary may not be decreased during the Term.


 


(b)          Annual
Equity Award. At the discretion of the Board, on an annual basis, the Executive shall be eligible to receive equity awards with a
grant date fair value equal to a portion of the Executive’s Base Salary as indicated on the Schedule, with such vesting terms as
determined by the Board.


 


(c)          Annual
Bonus. At the Discretion of the Board, the Executive shall be eligible to receive an annual cash bonus, less such deductions as shall
be required to be withheld by applicable law and regulations payable in accordance with the Company’s customary payroll practices
(the “Annual Bonus”). For calendar year 2022, the Annual Bonus shall equal one half of one percent (0.5%) of all of
the Company’s organic sales in excess of $1,500,000, as reasonably calculated and determined by the Board. Thereafter, Annual Bonus
targets and actual amounts shall be determined at the discretion of the Board. Annual Bonuses will be paid no later than March 15 of the
calendar year following the calendar year for which the bonus performance period pertains (e.g., the calendar year 2022 bonus described
herein shall be paid prior to March 15, 2023). The Executive must remain employed by the Company on the actual payment date in order to
earn and receive any Annual Bonus.


 


(d)          Expenses.
In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for
all reasonable documented travel (including travel expenses incurred by the Executive related to his or her travel to the Company’s
other offices), entertainment and miscellaneous expenses incurred in connection with the performance of his or her duties under this Agreement,
provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s
expense reimbursement policies and procedures.


 


5.            Benefits.


 


(a)          Paid
Time Off. The Executive will be entitled to the number of weeks of Paid Time Off indicated on the Schedule without loss of compensation
or other benefits to which he or she is entitled under this Agreement, to be taken at such times as the Executive may select and the affairs
of the Company may permit, with the understanding that vacation days will not be specifically counted, and no compensation, shall be granted
for unused days.


 






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(b)          Employee
Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained
by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less
favorable than is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the
terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time
in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law. Notwithstanding
the foregoing, so long as the Executive declines health insurance coverage through the Company, the Company shall pay the Executive a
monthly payment of $1,000, less applicable withholdings and deductions.


 


6.            Termination.


 


(a)          Death
or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the death or disability
of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage
in his or her customary duties (with or without reasonable accommodation) by reason of any medically determinable physical or mental impairment
that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason
of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of
not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration.
Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly attending
physician (or his or her guardian) (or the Social Security Administration, where applicable) and me made in accordance with the Americans
with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by reason of Executive’s
death or disability, the Company shall pay the following to the Executive or his or her personal representative: (i) any accrued but unpaid
Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement,
and (iii) any Annual Bonus for which the Executive completed the applicable calendar performance year but has not yet earned solely as
a result of termination prior to the payment date (an “Annual Bonus Payout”). The Executive (or his or her estate)
shall receive the payments provided herein at such times as he or she would have received them if there was no death or disability. Additionally,
if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive may
be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by the Company, as the case may be, for the Disability
Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable
law provided that such benefits are exempt from Section 409A (as defined in Section 22(a)) by reason of Treasury Regulation Section 1.409A-1(a)(5)
or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to Section 5(b) hereof are subject
to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section 409A subsequent to the “applicable
2 1⁄2 month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).


 






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(b)          Termination
by the Company for Cause or by the Executive Without Good Reason. The Company may terminate the Executive’s employment pursuant
to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive written notice of termination. Such termination
shall become effective upon the giving of such notice. The Executive may terminate his or her employment pursuant to the terms of this
Agreement at any time without Good Reason (as defined in Section 6(c)) by giving the Company at least sixty (60) days’ written notice
of resignation. Such termination shall become effective upon the date provided by the Executive; provided, however, that the Company
may relieve the Executive of any duties during such notice period without causing Good Reason. Upon any such termination for Cause or
such resignation without Good Reason, then the Executive shall have no right to compensation, or reimbursement under Section 4, or
to participate in any Executive benefit programs under Section 5, except as may otherwise be provided for by law, for any period subsequent
to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive is convicted
of, or pleads guilty or nolo contendere to, a felony related to the business of the Company; (ii) the Executive, in carrying out his or
her duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Company;
(iii) the Executive misappropriates Company funds or otherwise defrauds the Company including a material amount of money or property;
(iv) the Executive breaches his or her fiduciary duty to the Company resulting in material profit to him, directly or indirectly; (v)
the Executive materially breaches any agreement with the Company and fails to cure such breach within 10 days of receipt of notice, unless
the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section 9; (vii) the Executive becomes
subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities
law administered or regulated by the Securities and Exchange Commission; (viii) the Executive becomes subject to a cease and desist order
or other order issued by the Securities and Exchange Commission after an opportunity for a hearing; (ix) the Executive refuses to carry
out a resolution adopted by the Company’s Board at a meeting in which the Executive was offered a reasonable opportunity to argue
that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs in a manner that interferes with the successful
performance of his or her duties.


 


(c)          Termination
by the Company Without Cause or by Executive for Good Reason.


 


(1)          This
Agreement may be terminated: (i) by the Executive for Good Reason (as defined below) and (ii) by the Company without Cause.


 


(2)          In
the event this Agreement is terminated by the Executive for Good Reason or by the Company without Cause, the Executive shall be entitled
to the following:


 


(A)       any
accrued but unpaid Base Salary for services rendered to the date of termination;


 


(B)       any
accrued but unpaid expenses required to be reimbursed under this Agreement;


 


(C)       the
Annual Bonus Payout, if applicable;


 


(D)       a
payment equal to severance amount indicated on the Schedule (the “Severance Amount”); and


 






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(E)       any
benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be paid or provided
by the Company, as the case may be, for the Benefits Continuation Period indicated on the Schedule, subject to the terms of any applicable
plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A by reason of Treasury Regulation
Section 1.409A-1(a)(5) or otherwise. In the event all or a portion of the benefits to which the Executive was entitled pursuant to
Section 5(b) hereof are subject to Section 409A, the Executive shall not be entitled to the benefits that are subject to Section
409A subsequent to the “applicable 2 1⁄2 month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).


 


(3)           In
the event of a termination for Good Reason or without Cause, the payment of the Severance Amount shall be made at the same times as the
Company pays compensation to its employees over the applicable monthly period and any other payments owed under Section 6(c) shall be
promptly paid. Provided, however, that any balance of the Severance Amount remaining due on the “applicable 2 1⁄2 month period”
(as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)) after the end of the tax year in which the Executive’s
employment is terminated or the Term ends shall be paid on the last day of the applicable 21⁄2 month period. The payment of the Severance
Amount and the acceleration of vesting shall be conditioned on the Executive signing an Agreement and General Release (in the form attached
hereto as Exhibit B, with such revisions as counsel to the Company deems necessary) which releases the Company or any of its affiliates
(including its officers, directors and their affiliates) from any liability under this Agreement or related to the Executive’s employment
with the Company provided that (x) the payment of the Severance Amount is made on or before the 90th day following the Executive’s
termination of employment; (y) such Agreement and General Release is executed by the Executive, submitted to the Company, and the statutory
period during which the Executive is entitled to revoke the Agreement and General Release under applicable law has expired on or before
that 90th day; and (z) in the event that the 90 day period begins in one taxable year and ends in a second taxable year, then the payment
of the Severance Amount shall be made in the second taxable year.


 


The term “Good Reason”
shall mean: (i) a material diminution in the Executive’s authority, duties or responsibilities due to no fault of the Executive
other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law; or (ii) any other
action or inaction that constitutes a material breach by the Company under this Agreement. Prior to the Executive terminating his or her
employment with the Company for Good Reason, the Executive must provide written notice to the Company, within 30 days following the Executive’s
initial awareness of the existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive
believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within 30 days following receipt
of such notice, then the Executive’s employment shall be deemed terminated for Good Reason.


 


(d)          Any
termination made by the Company under this Agreement shall be approved by the Board.


 






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(e)          Upon
(1) voluntary or involuntary termination of the Executive’s employment, or (2) the Company’s request at any time during the
Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including keys, key
cards, access cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, manuals, work
product, thumb drives or other removable information storage devices, and hard drives, and all Company documents and materials belonging
to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or
work product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any
of its business associates or created by the Executive in connection with his or her employment by the Company; and (ii) delete or destroy
all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control,
including those stored on any non-Company devices, networks, storage locations and media in the Executive’s possession or control.


 


7.            Indemnification.
As provided in an Indemnification Agreement to be entered into or previously entered into between the Company and the Executive, a copy
of which is annexed as Exhibit C, the Company shall indemnify the Executive, to the maximum extent permitted by applicable law,
against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he or
she may be made a party by reason of him being an officer, director or employee of the Company or of any subsidiary or affiliate of the
Company. The Company shall provide, at its expense, directors and officers insurance for the Executive in amounts and for a term consistent
with industry standards.


 


8.            Non-Competition
Agreement.


 


(a)          Competition
with the Company. Until termination of his or her employment and for the Restricted Period indicated on the Schedule and commencing
on the date of termination, the Executive (individually or in association with, or as a shareholder, director, officer, consultant, employee,
partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity)
shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its subsidiaries
or affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within
any metropolitan area in the United States or other country in which the Company was actually engaged in business as of the time of termination
of employment or where the Company reasonably expected to engage in business within three months of the date of termination of employment.
For purposes of this Agreement, the term “compete with the Company” shall refer to any business activity in which the Company
was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination
of employment; provided, however, the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged
in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”)
if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the
time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time
of the alleged violation the Company has either ceased engaging in or publicly announced or disclosed that it intends to cease engaging
in; provided, further, the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded
enterprise provided as long as the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, or member
of, or to such enterprise, or otherwise compensated for services rendered thereby.


 






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(b)          Solicitation
of Customers. During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly,
will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the
Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based
on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For
purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability
company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month
period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership,
limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached
an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however,
the goods or services must be competitive in some respect to the Company’s business during such time.


 


(c)          Solicitation
of Employees. During the period in which the provisions of Sections 8(a) and 8(b) shall be in effect, the Executive agrees that
he or she shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate his or her employment
with the Company, for the purposes of providing services for a Prohibited Business, or solicit for employment or recommend to any third
party the solicitation for employment of any individual who was employed by the Company or any of its subsidiaries and affiliates at any
time during the one year period preceding the Executive’s termination of employment.


 


(d)          Non-disparagement.
The Executive agrees that, after the end of his or her employment, he or she will refrain from making, in writing or orally, any unfavorable
comments about the Company, its operations, policies, or procedures that would be likely to injure the Company’s reputation or business
prospects; provided, however, that nothing herein shall preclude the Executive from responding truthfully to a lawful subpoena or other
compulsory legal process or from providing truthful information otherwise required by law.


 


(e)          No
Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration
of his or her undertakings in this Section 8, and confirms he or she has received adequate consideration for such undertakings.


 


(f)           References.
References to the Company in this Section 8 shall include the Company’s subsidiaries and affiliates.


 






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9.            Non-Disclosure
of Confidential Information.


 


(a)          Confidential
Information. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, trade
secrets under any applicable statute or the common law, processes, policies, procedures, techniques, designs, drawings, know-how, show-how,
technical information, specifications, computer software and source code, information and data relating to the development, research,
testing, costs, marketing, and uses of the Services (as defined below), the Company’s budgets and strategic plans, and the identity
and special needs of Customers vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s
businesses, systems, methods of operation, and Customer lists and information, solicitation leads, marketing and advertising materials,
methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all
telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, and Customer
contacts. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries
and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or
subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written
records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company
in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing
from a third party (excluding any affiliates of the Executive) who lawfully acquired the confidential information and who did not acquire
such confidential information or trade secret, directly or indirectly, from the Executive or the Company or its subsidiaries or affiliates
and who has not breached any duty of confidentiality. As used herein, the term “Services” shall include all services
offered for sale and marketed by the Company during the Term.


 


(b)          Legitimate
Business Interests. The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the
Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests.
These legitimate business interests include, but are not limited to (i) trade secrets; (ii) valuable confidential business, technical,
and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all Confidential Information;
(iii) substantial, significant, or key relationships with specific prospective or existing Customers, vendors or suppliers; (iv)
Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology,
Services, methods, operations and procedures. Notwithstanding the foregoing, nothing in this Section 9(b) shall be construed to impose
restrictions greater than those imposed by other provisions of this Agreement.


 


(c)          Confidentiality.
During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held
by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to
any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such
Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special, valuable and unique asset.
The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information
and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential
Information except to the extent necessary to his or her employment nor remove any Confidential Information or copies thereof from the
Company’s premises except to the extent necessary to his or her employment. All records, files, materials and other Confidential
Information obtained by the Executive in the course of his or her employment with the Company are confidential and proprietary and shall
remain the exclusive property of the Company. The Executive shall not, except in connection with and as required by his or her performance
of his or her duties under this Agreement, for any reason use for his or her own benefit or the benefit of any person or entity other
than the Company or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason
or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).


 






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(d)          References.
References to the Company in this Section 9 shall include the Company’s subsidiaries and affiliates.


 


(e)          Whistleblowing.
Notwithstanding the foregoing, nothing in this Agreement shall (i) prohibit the Executive from making reports of possible violations of
federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section
21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection
provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described
in clause (i).


 


(f)           Trade
Secrets. Pursuant to The Defend Trade Secrets Act (18 USC § 1833(b)), the Executive may not be held criminally or civilly liable
under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either
directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii)
in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, the Executive,
if suing the Company for retaliation based on the reporting of a suspected violation of law, may disclose a trade secret to his attorney
and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal
and the Executive does not disclose the trade secret except pursuant to court order.


 


10.           Equitable
Relief.


 


(a)          The
Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of
extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the
Executive, without the prior express consent of the Board, shall leave his or her employment for any reason and/or take any action in
violation of Section 8 and/or Section 9, the Company shall be entitled to institute and prosecute proceedings in any court of competent
jurisdiction referred to in Section 10(b) below, to enjoin the Executive from breaching the provisions of Section 8 and/or Section 9.


 


(b)          Any
action arising from or under this Agreement must be commenced only in the appropriate state or federal court located in New York County,
New York. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree
to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive
any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court
and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of
the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.


 






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11.           Conflicts
of Interest. While employed by the Company, the Executive shall not, unless approved by the Board,
directly or indirectly:


 


(a)          participate
as an individual in any way in the benefits of transactions with any of the Company’s Customers or vendors, including, without limitation,
having a financial interest in the Company’s Customers or vendors, or making loans to, or receiving loans, from, the Company’s
Customers or vendors;


 


(b)          realize
a personal gain or advantage from a transaction in which the Company has an interest or use information obtained in connection with the
Executive’s employment with the Company for the Executive’s personal advantage or gain; or


 


(c)          accept
any offer to serve as an officer, director, partner, consultant, manager with, provide services to or to be employed by, a person or entity
which does business with the Company.


 


12.          Inventions,
Ideas, Processes, and Designs. All inventions, ideas, processes, programs, software, and designs
(including all improvements) (i) conceived or made by the Executive during the course of his or her employment with the Company (whether
or not actually conceived during regular business hours) and for a period of six months subsequent to the termination (whether by expiration
of the Term or otherwise) of such employment with the Company, and (ii) related to the business of the Company, shall be disclosed in
writing promptly to the Company and shall be the sole and exclusive property of the Company, and the Executive hereby assigns any such
inventions to the Company. An invention, idea, process, program, software, or design (including an improvement) shall be deemed related
to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential
Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably
anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation
of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes,
and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret,
or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive hereby
irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to
all work product and intellectual property rights, including the right to sue, counterclaim and recover for all past, present and future
infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this
Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any work product or intellectual property
rights so as to be less in any respect than the Company would have had in the absence of this Agreement. If applicable, the Executive
shall provide as a schedule to this Agreement, a complete list of all inventions, ideas, processes, and designs, if any, patented or unpatented,
copyrighted or otherwise, or non-copyrighted, including a brief description, which he or she made or conceived prior to his or her employment
with the Company and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 12 shall
include the Company, its subsidiaries and affiliates.


 






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13.           Indebtedness.
If, during the course of the Executive’s employment under this Agreement, the Executive becomes indebted to the Company for any
reason, the Company may, if it so elects, and if permitted by applicable law, set off any sum due to the Company from the Executive and
collect any remaining balance from the Executive unless the Executive has entered into a written agreement with the Company.


 


14.           Assignability.
The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns
of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business
of the Company. The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive
will be void.


 


15.          Severability.


 


(a)          The
Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement
are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by
a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the
intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to
impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary
to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate
covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits
of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated,
would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such
proceeding, from this Agreement.


 


(b)          If
any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction
where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative
in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining
provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.


 


16.           Notices
and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment)
shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery,
or next business day delivery to the addresses detailed below (or to such other address, as either of them, by notice to the other may
designate from time to time), or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted delivery),
as follows:


 






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To the Company:     VerifyMe, Inc.


75 S. Clinton Ave., Suite 510


Rochester, New York 14604


Attention: Scott Greenberg


Email: _______________


 


With a copy to:        Harter Secrest &
Emery LLP


1600 Bausch & Lomb Place


Rochester, New York 14604


Attention: Alex R. McClean, Esq.


Email: _______________


 


To the Executive:    the
Executive’s email address indicated on the Schedule


 


17.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


18.          Attorneys’
Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement,
or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement,
the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).


 


19.          Governing
Law. This Agreement shall be governed or interpreted according to the internal laws of the State
of New York without regard to choice of law considerations and all claims relating to or arising out of this Agreement, or the breach
thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of New York without regard
to choice of law considerations.


 


20.          Entire
Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all
prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties
against which enforcement or the change, waiver discharge or termination is sought.


 


21.          Section
and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.


 






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22.          Section
409A Compliance.


 


(a)           This
Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated
and other official guidance issued thereunder (collectively, “Section 409A”) or to qualify for an exemption thereunder,
and this Agreement shall be construed and administered consistent with such intent. Notwithstanding any other provision of this Agreement
to the contrary, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due
to an involuntary separation from service (including a voluntary separation from service for good reason that is considered an involuntary
separation for purposes of the separation pay exception under Treasury Regulation Section 1.409A-1(n)(2)) or as a short-term deferral
shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided
under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment
shall only be made if such termination of employment constitutes a “separation from service” under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with or qualify
for an exemption from Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest,
or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.


 


(b)          Notwithstanding
any other provision of this Agreement, if at the time of the Executive’s termination of employment, the Executive is a “specified
employee”, determined in accordance with Section 409A, any payments and benefits provided under this Agreement that constitute “nonqualified
deferred compensation” subject to Section 409A (e.g., payments and benefits that do not qualify as a short-term deferral or as a
separation pay exception) that are provided to the Executive on account of the Executive’s separation from service shall not be
paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination date (“Specified
Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made during such six-month period
shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining payments shall be paid
without delay in accordance with their original schedule. If the Executive dies during the six-month period, any delayed payments shall
be paid to the Executive’s estate in a lump sum upon the Executive’s death.


 


(c)           To
the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance
with the following:


 


(1)          the
amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 


(2)          any
reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following the calendar
year in which the expense was incurred; and


 


(3)          any
right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.


 


[Signature Page to Follow]


 






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IN WITNESS WHEREOF, the Company
and the Executive have executed this Agreement as of the date and year first above written.


 


	 	 
	 	 
	 	 
	 	 
	 	VERIFYME, INC.
	 	 
	 	 
	 	 
	 	By:	/s/ Patrick White
	 	 	Patrick White
	 	 	Chief Executive Officer
	 	 	 
	 	 	 
	 	Executive
	 	 
	 	 
	 	/s/ Margaret Gezerlis
	 	Margaret Gezerlis


 






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Schedule


Employment Agreement Terms Schedule


 


	Executive Name	Margaret Gezerlis
	Executive’s Email Address	__________@__________.___
	Position	Executive Vice President & Chief Financial Officer
	Base Salary	$180,000
	Number of Weeks of Paid Time-Off	Three (3) weeks
	Amount of Severance 	If termination occurs on or prior to June 30, 2022, then an amount equal to monthly Base Salary for the number of months and partial months remaining until December 31, 2022.  If termination after June 30, 2022, then an amount equal to monthly Base Salary for six (6) months.
	Benefits Continuation Period	Six (6) months if termination occurs after June 30, 2022.  If termination occurs on or prior to June 30, 2022, then through December 31, 2022.
	Disability Benefits Continuation Period	Six (6) months if termination occurs after June 30, 2022.  If termination occurs on or prior to June 30, 2022, then through December 31, 2022.
	Restricted Period	Six (6) months if termination occurs after June 30, 2022.  If termination occurs on or prior to June 30, 2022, then through December 31, 2022.
	Eligible Annual Equity Award 	50% of Base Salary


 


 


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