Exhibit
10.2


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) is made and entered into effective as of the Effective Date by and between FlexShopper,
Inc., a Delaware corporation (the “Company”), and Russ Heiser (hereinafter, the “Executive,” and together with
the Company, the “Parties”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Executive and the Company were parties to an employment agreement with a commencement date of December 1, 2015, which was amended
and restated on January 1, 2020 (the “Prior Agreement”);


 


WHEREAS,
the Company wishes to continue to employ Executive and Executive wishes to be employed and make his services available to the Company
and its subsidiaries on the terms and conditions hereinafter set forth.


 


WHEREAS,
the Parties mutually desire to amend and replace the Prior Agreement with this Agreement and, as of the Effective Date, the Prior Agreement
shall be superseded and have no further effect;


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are mutually acknowledged, the Company and the Executive hereby agree as follows:


 


1. Definitions.
When used in this Agreement, the following terms shall have the following meanings:


 


(a) “Accrued
Obligations” means:


 


(i) all
accrued but unpaid Base Salary through the Termination Date;


 


(ii) any
unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Section 5(a) hereof, to the extent
incurred during the Term of Employment;


 


(iii) any
accrued but unpaid benefits provided under the Company’s employee benefit plans, including unused vacation time provided for under
Section 5(d) hereof, subject to and in accordance with the terms of those plans; and


 


(iv) any
unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date.


 


(b) “Affiliate”
when used with respect to any specified Person, shall mean any other Person who or that, directly or indirectly through one or more intermediaries,
Controls, is Controlled by or is under common Control with such specified Person.


 


(c) “Base
Salary” means the salary provided for in Section 4(a) hereof or any increased salary granted to Executive pursuant to Section
4(a) hereof.


 






     


     


    

 


(d) “Beneficial
Ownership” shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended.


 


(e) “Board”
means the Board of Directors of the Company.


 


(f) “Bonus”
means any bonus payable to the Executive pursuant to Section 4(b) hereof.


 


(g) “Bonus
Period” means each period for which a Bonus is payable. Unless otherwise specified by the Board, the Bonus Period shall
be the fiscal year of the Company.


 


(h) “Cause”
means:


 


(i) a
conviction of the Executive, or a plea of nolo contendere, to a felony or any crime involving moral turpitude;


 


(ii) (A)
willful misconduct or (B) gross negligence by the Executive resulting, in either case, in material economic harm to the Company or any
Related Entity;


 


(iii) a
willful continued failure by the Executive to carry out the reasonable and lawful directions of the Board of the Company;


 


 


(iv) fraud,
embezzlement or theft by the Executive against the Company or any Related Entity;


 


(v) a
willful material violation by the Executive of a written policy or procedure of the Company to which Executive was provided notice of,
resulting, in any case, in material economic harm to the Company or any Related Entity; or


 


(vi) a
willful material breach by the Executive of this Agreement or a material misrepresentation made hereunder.


 


For
purposes of this Agreement, Cause shall not be deemed to exist (1) unless, following the initial existence of one of the conditions specified
in clauses (ii)(A), (iii), (v) or (vi) above, the Company provides the Executive with written notice of the existence of such condition,
and the Executive fails to remedy the condition to the reasonable satisfaction of the Company within ten (10) days after the Executive’s
receipt of such notice and (2) pursuant to (iv) above in the event of theft of property of a nominal value so long as the Executive remedies
the condition, within ten (10) days after the Executive’s receipt of notice from the Company, by compensating the Company or any
Related Entity for the loss incurred as a result of such theft.


 


(i) “Change
in Control” means:


 


(i) Approval
by the Board or Shareholders of the Company of a reorganization, merger, consolidation or other form of transaction or series of transactions,
in each case, with respect to which persons who were the equity owners of the Company immediately prior to such reorganization, merger
or consolidation or other transaction do not, immediately thereafter, own more than 50% of the equity interests in the Company, in substantially
the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or a liquidation
or dissolution of the Company or the sale of all or substantially all of the assets of the Company (unless such reorganization, merger,
consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned or otherwise not consummated
for any reason, whereupon a Change in Control shall be deemed to have never occurred);


 






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(ii) The
acquisition by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act, of either (A) more than 50% of the then outstanding equity interests in the Company (hereinafter referred to as the ownership of
a “Controlling Interest”) excluding, for this purpose, any acquisitions by (1) the Company, or (2) any employee benefit plan
of the Company or (B) securities in the Company along with the ability to elect a majority of the members of the Board of Directors of
the Company;


 


(iii) Any
one Person, or more than one Person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by the Person or Persons) substantially all of the assets of the Company; or


 


(iv) Any
other transaction or series of transactions through which a Person or related Persons obtains Control of the Company.


 


(j) “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time.


 


(k) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(l) “Company’s
Business” means a business engaged in a) online lease-to-own marketplace, (b) point of sale lease financing, or (c) point-of-sale,
installment consumer loans.


 


(m) “Competitive
Activity” means:


 


(i) owning
any interest in any operation or entity that is engaged in the Company’s Business or any future business operations that may be
established by the Company or any Related Entity while Executive is employed by the Company, except as and to the extent expressly set
forth herein or approved by the Board in writing; and/or


 


(ii) engaging
in franchising, operating, managing, being employed by, consulting for or serving on the board of directors or other comparable governing
body of any business operation that is engaged in the Company’s Business or any future business operations that may be established
by the Company or any Related Entity while Executive is employed by the Company, except to the extent expressly set forth herein or approved
by the Board in writing


 


(n) “Control”
shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise. The term “Controlled” shall have a correlative meaning.


 


(o) “Disability”
means the Executive’s inability, or failure, to perform the essential functions of his or her position, with reasonable accommodation,
for any period of ninety (90) days or more in any twelve (12) month period, by reason of any medically determinable physical or mental
impairment.


 






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(p) “Effective
Date” means January 1, 2022


 


(q) “Equity
Awards” means any stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock or
other equity-based awards granted by the Company to the Executive.


 


(r) “Equity
Plan” means the Company’s Restricted Stock Plan, as amended from time to time, and any successor plan thereto.


 


(s) “Expiration
Date” means the date on which the Term of Employment, including any renewals thereof under Section 3(b), shall expire.


 


(t) “GAAP”
shall mean United States generally accepted accounting principles as in effect from time to time.


 


(u) “Good
Reason” means the occurrence of any action or inaction that constitutes a material breach by the Company of this Agreement.
For purposes of this Agreement, Good Reason shall not be deemed to exist unless following the initial existence of a material breach
by Company of this Agreement, the Executive provides the Company with written notice of the basis of the claim for Good Reason within
thirty (30) days after the initial existence of the claim for Good Reason, the Company fails to remedy the condition within thirty (30)
days after its receipt of such notice, and the Executive’s termination of employment for Good Reason occurs within thirty (30)
days after the Company fails to so remedy the condition.


 


(v) “Governmental
Body” means any (i) nation, state, commonwealth, province, territory, country, municipality, district or other jurisdiction
of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority
of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body
or entity and any court or other tribunal).


 


(w) “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, governmental agency or instrumentality,
or any other entity.


 


(x) “Related
Entity” means any Subsidiary of the Company.


 


(y) “Restricted
Period” shall be the Term of Employment and the two (2) year period immediately following termination of the Term of Employment.


 


(z) “Severance
Amount” shall mean $360,000, less applicable taxes and withholdings.


 


(aa) “Severance
Term” means the period beginning on the date on which the Term of Employment ends and ending on the one (1) year anniversary
thereof.


 


(bb) “Subsidiary”
means any entity of which the Company has a direct or indirect ownership interest of fifty percent (50%) or more of the total combined
voting power of the then outstanding securities of such entity entitled to vote generally in the election of directors or managers or
in which the Company has the right to receive fifty percent (50%) or more of the distribution of profits or fifty percent (50%) or more
of the assets on liquidation or dissolution.


 






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(cc) “Term
of Employment” means the period during which the Executive shall be employed by the Company pursuant to the terms of this
Agreement.


 


(dd) “Termination
Date” means the date on which the Term of Employment ends.


 


(ee) “Termination
Year Bonus” means Bonus payable under Section 4(b) hereof for the Bonus Period in which the Executive’s employment
with the Company terminates for any reason.


 


2. Employment.


 


(a) Employment.
The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company during the Term of Employment
on the terms and conditions set forth herein.


 


(b) Duties
of Executive. During the Term of Employment, the Executive shall be employed and serve as the Chief Financial Officer of the
Company and shall have such duties typically associated with such title. The Executive shall faithfully and diligently perform all services
consistent with Executive’s position as may be assigned to him by the Chief Executive Officer and the Board and shall exercise
such power and authority as may from time to time be delegated to him by the Board. The Executive shall devote his full business time,
attention and efforts to the performance of his duties under this Agreement, render such services to the best of his ability, and use
his reasonable best efforts to promote the interests of the Company. The Executive shall preform his services from the executive office
of the Company which is currently located in Boca Raton, Florida. The Executive shall not engage in any other business or occupation
during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of the Company or any
Related Entity, (ii) interferes with the proper and efficient performance of his duties for the Company, or (iii) interferes with the
exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement,
it shall not be a breach or violation of this Agreement for the Executive to (y) serve on civic or charitable boards or committees so
long as (A) such involvement does not interfere with Executive’s duties to the Company or otherwise cause Executive to breach any
term or provision of this Agreement and (B) Executive is not compensated for such services (which for the avoidance of doubt does not
include payment or reimbursement of business travel and other reasonable business expenses in connection therewith) or (z) manage personal
investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s
responsibilities to the Company in accordance with this Agreement.


 


3. Term.



 


(a) Initial
Term. The Term of Employment under this Agreement, and the employment of the Executive hereunder, shall commence on the Effective
Date and shall expire on December 31, 2025, unless sooner terminated in accordance with Section 6 hereof (the “Initial Term”).


 






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(b) Renewal
Terms. At the end of the Initial Term, the Term of Employment automatically shall renew for three successive one (1) year terms
(subject to earlier termination as provided in Section 6 hereof), unless the Company or the Executive delivers written notice to the
other at least ninety (90) days prior to the Expiration Date of its or his election not to renew the Term of Employment.


 


4. Compensation.


 


(a) Base
Salary. The Executive shall receive a Base Salary at the annual rate of $360,000 during the Term of Employment, with such Base
Salary payable in installments consistent with the Company's normal payroll schedule, subject to applicable withholding and other taxes.


 


(b) Annual
Cash Bonus. Commencing with the calendar year beginning January 1, 2022, and for each subsequent full calendar year during the
Term of Employment, the Executive shall be eligible to receive a cash bonus under the Company’s Short-Term Incentive Plan (the
“STI Plan”), as developed and approved by the Compensation Committee of the Company’s Board of Directors (the “Compensation
Committee”). Each year the Compensation Committee, in consultation with the Executive, shall establish the metrics under the STI
Plan. For 2022, the metrics under the STI Plan shall include both an adjusted EBITDA and a net revenue component, as more fully set forth
on Schedule 1 hereto. Executive’s target bonus under the STI Plan shall be 40% of the Base Salary (the “Target STI Bonus”),
with a maximum bonus payment of 80% of the Base Salary. Bonuses under the STI Plan for any year shall be paid upon the earlier of: (i)
five business days after completion of the Company’s audit of the applicable year or (ii) March 15th of year following the applicable
year.


 


5. Expense
Reimbursement and Other Benefits.


 


(a) Reimbursement
of Expenses. Upon the submission of proper substantiation by the Executive, and subject to such reasonable rules and guidelines
as the Company may from time to time adopt with respect to the reimbursement of expenses of executive personnel, the Company shall reimburse
the Executive for all authorized reasonable expenses actually paid or incurred by the Executive during the Term of Employment in the
course of and pursuant to the business of the Company. The Executive shall account to the Company in writing for all expenses for which
reimbursement is sought and shall supply to the Company copies of all relevant invoices, receipts or other evidence reasonably requested
by the Company. On a monthly basis, the Chief Executive Officer shall review and approve all of the Executive’s reimbursement requests.


 


(b) Compensation/Benefit
Programs. During the Term of Employment, the Executive shall be provided with free health insurance coverage for himself, his
spouse, and his dependent children, subject to the provisions of such insurance. Executive shall also be entitled to participate in all
any and all other plans as are presently and hereinafter offered by the Company to its executive personnel, including, but not limited
to, retirement plans, subject to the general eligibility and participation provisions set forth in such plans. Notwithstanding anything
to the contrary herein, other than as required by law, the Company shall be free to amend, modify, discontinue, terminate or otherwise
change or eliminate on a Company-wide basis any and all benefit programs in its sole discretion.


 






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(c) Equity
Awards.


 


(i) As
soon as practicable following the Effective Date, the Company shall grant to Executive an option to acquire shares of the Company with
a fair market value at grant of $135,000 (the “Initial Option”). The option shares under the Initial Option shall
vest at the rate of 25% each year, with the first vesting date being December 31, 2022 and 25% on the last day of each year thereafter
during the Term of Employment; providing, however, if there is a (i) Change in Control during the Term of Employment or (ii) the Term
of Employment ends for any reason other than (A) due to a termination by the Executive without Good Reason or (B) a termination by the
Company with Cause, then all unvested Initial Options shall immediately vest. Once vested, the options can be exercised to acquire shares
in whole or in part, from time to time, during the Term of Employment and for a period of 6 months after the earlier to occur of (i)
the termination of Executive’s Term of Employment (for whatever reason other than Cause) or (ii) the closing of the Change in Control
event. Options not exercised within such 6-month period shall immediately terminate. The purchase price for each share acquired upon
exercise of the Initial Option as well as other terms of the Initial Option, which shall be consistent with the terms above, shall be
set forth in an option grant agreement. The purchase price must be paid in full at the time of exercise.


 


(ii) As
soon as practicable following the Effective Date, the Company shall the Company shall grant to Executive performance share units with
a fair market value of $270,000 (the “PSUs”). The PSUs shall be subject to both performance and time-based
vesting. For the performance component, the performance measurement period shall be the calendar year 2022. The performance metrics shall
be based on the Company’s adjusted EBITDA, as more fully set forth on Schedule 1 hereto. If the Company achieves 100% of the performance
metrics (the “Target Performance”), 50% of the PSUs shall vest, with a maximum vesting of 100% of the granted PSUs if 200%
of the Target Performance is achieved. The unvested PSUs shall be forfeited. For the time-based component, the PSUs shall vest at the
rate of 25% each year, with the first vesting date being December 31, 2022 and 25% on the last day of each year thereafter during the
Term of Employment. For example, if the Company achieves the Target Performance, Executive shall forfeit 50% of the PSUs and the remaining
PSUs shall vest on the last day of 2022, 2023, 2024, and 2025, subject to Executive’s continued employment. If there is a Change
in Control after the performance measurement period, all unvested (but non-forfeited) PSUs shall vest. PSUs not vested on the termination
of Executive’s Term of Employment (for whatever reason) shall never vest and they shall terminate. The Company shall issue a PSU
grant agreement, which shall be consistent with the terms above


 


Executive
agrees that the Initial Options and the PSUs are not transferable to any other Person (but to the extent they are vested as of the date
of, or otherwise as a result of, death or disability of Executive, they may be exercised in accordance with the terms of this Agreement
and any applicable Award Agreement and otherwise enforced by the Executive’s estate, personal representative or other Person with
legal authority as applicable in the event of death or disability of the Executive). Executive agrees he shall be solely responsible
for payment of any and all income taxes on the award or exercise of any of the Initial Options and PSUs, and he agrees to indemnify and
hold the Company harmless form any and all liabilities and expenses with respect thereto.


 






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(d) Other
Benefits. Executive shall be entitled to paid vacation each calendar year during the Term of Employment in accordance with the
Company’s current practices for its executives, to be taken at such times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties required to be rendered by the Executive hereunder.
Any vacation time not taken by Executive during any calendar year shall be not carried forward into any succeeding calendar year unless
Company’s current practices for its executives provide otherwise.


 


(e) Indemnification.
During the Term of Employment and thereafter, the Company agrees to indemnify and hold Executive and Executive’s heirs and representatives
harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable
attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened
claim or proceeding (whether civil, criminal, administrative or investigative), against Executive that arises out of or relates to Executive’s
service as an officer or employee, as the case may be, of the Company, or Executive’s service in any such capacity or similar capacity
with an Related Entity, and to promptly advance to Executive or Executive’s heirs or representatives such expenses upon written
request with appropriate documentation of such expense upon receipt of an enforceable undertaking by Executive or on Executive’s
behalf to repay such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company. During
the Term of Employment and for at least six (6) years thereafter, the Company also shall provide, at its expense, Executive with coverage
under its directors’ and officers’ liability policy on terms no less favorable than it currently provides such coverage to
its other executive officers. If Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, as to which Executive may request indemnity under this provision, Executive will give the Company prompt
written notice thereof; provided that the failure to give such notice shall not affect Executive’s right to indemnification (except
to the extent such failure materially and adversely affected Company’s ability to defend/dispute the matter). The Company shall
be entitled to assume the defense of any such proceeding with counsel reasonably approved by Executive (as limited by any insurance policy
coverage that may be involved and provides otherwise) and Executive will use his best efforts, at the expense of the Company, to cooperate
with such defense. To the extent that Executive in good faith determines that there is an actual or potential conflict of interest between
the Company and Executive in connection with the defense of a proceeding, Executive shall so notify the Company and shall be entitled
to separate representation by counsel selected by Executive and reasonably approved by the Company, which counsel shall cooperate, and
coordinate the defense, with the Company’s counsel and minimize the expense of such separate representation, in each case to the
extent consistent with Executive’s separate defense and applicable ethical obligations and other law. Such separate representation
shall be at the Company’s expense upon receipt of an enforceable undertaking by Executive or on Executive’s behalf to repay
such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company. This Section 5(e) shall
continue in effect after the termination of the Term of Employment. For the avoidance of doubt, Executive shall not be entitled to indemnification
pursuant to this Section 5(e) to the extent the matter giving rise to the claim for indemnification was a result of gross negligence
on the part of Executive (to extent such act would not be covered by applicable insurance), a criminal act or other willful violation
of any law on the part of Executive or any action taken by Executive in direct contrast to the Board’s instructions (provided such
instructions would not cause Executive or the Company to violate any law applicable to the Company or Executive).


 






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6. Termination.


 


(a) General.
The Term of Employment shall terminate upon the earliest to occur of (i) the Executive’s death, (ii) a termination by the
Company by reason of the Executive’s Disability, (iii) a termination by the Company with or without Cause, (iv) a termination by
Executive with or without Good Reason or (v) expiration of the Term of Employment. Upon any termination of Executive’s employment
for any reason, except as may otherwise be requested by the Company in writing and agreed upon in writing by Executive, the Executive
shall resign from any and all directorships, committee memberships or any other positions Executive holds with the Company or any of
its subsidiaries. For the avoidance of doubt, the subsections below regarding payments to the Executive upon termination of employment
shall not be construed to define or limit the provisions of this Agreement relating to the vesting or exercise of Equity Awards to the
Executive or other rights of the Executive under this Agreement.


 


(b) Termination
By Company for Cause. The Company shall at all times have the right, by and through the Board at a duly called meeting (to which
the Executive shall be invited to attend) upon written notice to the Executive, to terminate the Term of Employment for Cause. For the
purposes of this Section 6(b), the Executive acknowledges that the Board, in contrast to any other officer or executive of the Company,
has the authority to make a good faith determination of Cause under this Agreement and such determination shall constitute a corporate
act of the Company. In the event that the Term of Employment is terminated by the Company for Cause, Executive shall be entitled only
to the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended or, if payment
is required sooner in accordance with applicable law, in accordance with applicable law. For the avoidance of doubt, nothing in this
subsection or otherwise in this Agreement shall be deemed to limit the Executive’s rights to dispute any termination for Cause,
or the Executive’s rights under Section 12 or otherwise under this Agreement, available under applicable law or at equity.


 


(c) Disability.
The Company shall have the option, in accordance with applicable law, to terminate the Term of Employment upon written notice
to the Executive, at any time after the Executive is determined to be suffering from a Disability. In the event that the Term of Employment
is terminated due to the Executive’s Disability, the Executive shall be entitled to the Accrued Obligations, payable as and when
those amounts would have been payable had the Term of Employment not ended or, if payment is required sooner in accordance with applicable
law, in accordance with applicable law.


 


(d) Death.
In the event that the Term of Employment is terminated due to the Executive’s death, the Executive’s estate shall
be entitled to the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended
or, if payment is required sooner in accordance with applicable law, in accordance with applicable law.


 






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(e) Termination
Without Cause. The Company may terminate the Term of Employment at any time without Cause, by written notice to the Executive
setting forth the effective date of such termination. In the event that the Term of Employment is terminated by the Company without Cause
(other than, for the avoidance of doubt, due to the Executive’s Disability or expiration of the Term of Employment) the Executive
shall be entitled to: (i) the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment
not ended or, if payment is required sooner in accordance with applicable law, in accordance with applicable law; (ii) the Severance
Amount, payable in equal monthly installments over the Severance Term; (iii) reimbursement of the cost of Executive’s COBRA premiums
to continue group health insurance coverage during the Severance Term for if Executive or Executive’s dependents participate in
the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; and (iv)
immediate vesting of any Equity Awards which would have otherwise vested within twelve months of the Termination Date; provided that,
unless otherwise provided in this Agreement or the award document, all other unvested equity shall not vest and be forfeited.


 


(f) Termination
by Executive for Good Reason. The Executive may terminate the Term of Employment for Good Reason upon written notice to the Company.
In the event that the Term of Employment is terminated by Executive for Good Reason, the Executive shall be entitled to the same payments
and benefits as provided in Section 6(e) above for a termination without Cause.


 


(g) Termination
due to a Change in Control. If the termination without Cause or for Good Reason under Section 6(e) or 6(f) occurs at any time
during the period commencing three (3) months prior to a Change in Control and ending twelve months (12) following a Change in Control,
in addition to the Accrued Obligations, the Executive shall be entitled to: (i) two times the Severance Amount, payable in equal monthly
installments over the Severance Term, (ii) the Target STI Bonus for the year of termination, (iii) reimbursement of the cost of Executive’s
COBRA premiums to continue group health insurance coverage for eighteen (18) months if Executive or Executive’s dependents participate
in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA, (iv)
immediate vesting of one hundred percent (100%) of the unvested portion of any and all Equity Awards issued under Section 5(c) of this
Agreement held by Executive as of the closing of such Change in Control (to the extent such awards are assumed or continued, in accordance
with its terms, by the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be, in such Change in
Control) and, if applicable, immediate exercisability of options (in the case of a long-term incentive award with performance-based vesting,
all performance goals and other vesting criteria will be deemed achieved at the Target Performance); and (iv) extend the exercise period
for the vested portion of any and all stock options held by Executive as of the termination date to the earliest to occur of the following:
(A) the eighteenth (18th) month anniversary of the date of Executive’s termination or (B) the expiration date of each such option.
Any provision contained in the agreement(s) under which such options were granted that is inconsistent with the exercise period extension
as set forth herein is hereby modified to the extent necessary to provide for such extension. Notwithstanding anything herein to the
contrary, the provisions of this Section are subject to the terms of the Plan which will govern in all cases.


 


(h) Termination
by Executive Without Good Reason. The Executive may terminate his employment without Good Reason by providing the Company thirty
(30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section
6(h), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment
under this Section 6(h), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination
and still have it treated as a termination without Good Reason; provided, however, that the Company will still be obligated to pay Executive
the Accrued Obligations through such notice period provided by Executive.


 






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(i) Termination
Upon Expiration Date. In the event that Executive’s employment with the Company terminates upon the expiration of the Term
of Employment, the Executive shall be entitled to: (i) the Accrued Obligations and (ii) fifty percent of the Severance Amount, payable
in equal monthly installments over the Severance Term.


 


(j) Release.
Any payments due to Executive under this Article 6 (other than the Accrued Obligations or any payments due on account of the
Executive’s death) shall be conditioned upon Executive’s execution of a general release of claims in the form attached hereto
as Exhibit A (subject to such modifications as the Company reasonably may request) that becomes irrevocable within thirty (30)
days after the Termination Date. If the foregoing release is executed and delivered and no longer subject to revocation as provided in
the preceding sentence, then the following shall apply:


 


(i) To
the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Section
409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed
and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment
of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement had such payments
commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein.


 


(ii) To
the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Section
409A of the Code, then such payments or benefits shall be made or commence upon the sixtieth (60) day following the Termination Date.
The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of
this Agreement had such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as
provided herein.


 


The
Company may provide, in its sole discretion, that Executive may continue to participate in any benefits, i.e. Section 5(b) benefits,
delayed pursuant to this Section 6 during the period of such delay, provided that the Executive shall bear the full cost of such benefits
during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 5(i), the Company shall reimburse
the Executive the Company’s share of the cost of such benefits, to the extent that such costs otherwise would have been paid by
the Company or to the extent that such benefits otherwise would have been provided by the Company at no cost to the Executive, in each
case had such benefits commenced immediately upon the Executive’s Termination Date. Any remaining benefits shall be reimbursed
or provided by the Company in accordance with the schedule and procedures specified herein.


 






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(k) Cooperation.
Following the Term of Employment, the Executive shall give reasonable assistance and cooperation, upon reasonable advance notice
with due consideration for his other business or personal commitments, in any matter relating to his position with the Company, or his
expertise or experience as the Company may reasonably request, including his attendance and truthful testimony where deemed appropriate
by the Company, with respect to any investigation or the Company’s defense or prosecution of any existing or future claims or litigations
or other proceedings relating to matters in which he was involved or potentially had knowledge by virtue of his employment with the Company.
Except to the extent prohibited by law (in which case, the Executive may reasonably limit his cooperation under this section), the Company
agrees that (i) it shall promptly reimburse the Executive for his reasonable and documented expenses in connection with his rendering
assistance and/or cooperation under this Section 6(k) upon his presentation of documentation for such expenses {which shall include but
not be limited to the Executive’s reasonable attorneys’ fees in connection therewith) and (ii) the Executive shall be reasonably
compensated at a rate of $150 per hour for any services as required under this Section 6(k), but not including any time spent related
to any subpoena issued by any Person (other than Company) which Executive would otherwise be legally compelled to comply. Each party
agrees not to disparage the other during the Term of Employment or after, not to be construed as limiting each other’s rights to
pursue rights or remedies, give truthful testimony or otherwise comply with applicable law.


 


(l) Return
of Company Property. Following the Termination Date, the Executive or his personal representative shall return all Company property
in his possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile machines, phone
and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including
drafts) of any documentation or information (however stored) belonging to the Company and related to the Company’s Business, its
customers and clients or prospective customers and clients, all memoranda, notes, records, reports, manuals, drawings, designs, computer
files in any media and other documents (and all copies thereof), where or not containing any Confidential Information, provided, however,
that the Executive may retain, subject to the requirements of Section 7(c), a copy of any such documentation or information to the extent
required under applicable law or to comply with the Executive’s obligations under Section 7(c).


 


(m) Compliance
with Section 409A. 


 


(i) General.
It is the intention of both the Company and the Executive that the benefits and rights to which the Executive could be entitled
pursuant to this Agreement comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued
thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto, and the provisions
of this Agreement shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time,
that any such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate
reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the most limited
possible economic effect on the Executive and on the Company).


 






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(ii) Distributions
on Account of Separation from Service.  If and to the extent required to comply with Section 409A, no payment or benefit required
to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive
incurs a “separation from service” within the meaning of Section 409A.


 


(iii) 6
Month Delay for Specified Employees. 


 


(A) If
the Executive is a “specified employee”, then no payment or benefit that is payable on account of the Executive’s “separation
from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the
Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent
that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A and
such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence
shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment
schedule.


 


(B) For
purposes of this provision, the Executive shall be considered to be a “specified employee” if, at the time of his or her
separation from service, the Executive is a “key employee”, within the meaning of Section 416(i) of the Code, of the Company
(or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code)
any stock in which is publicly traded on an established securities market or otherwise.


 


(iv) No
Acceleration of Payments. Neither the Company nor the Executive, individually or in combination, may accelerate any payment or
benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that
is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.


 


(v) Treatment
of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A to this Agreement, each separately
identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the
extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series
of separate payments.


 


(vi) Taxable
Reimbursements and In-Kind Benefits. 


 


(A) Any
reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s
income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the
taxable year of the Executive following the year in which the expense was incurred.


 


(B) The
amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Executive, during any taxable year
of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year
of the Executive.


 






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(C) The
right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.


 


(vii) No
Guaranty of 409A Compliance. Notwithstanding the foregoing, the Company does not make any representation to the Executive that
the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company
shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax,
additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision
of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any
of the requirements of Section 409A.


 


(n) Section
280G. In the event that any payments, distributions, benefits or entitlements of any type payable to Executive (the “Total
Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not
include any portion of payments allocated to the restrictive covenant provisions of Section 7 hereof that are classified as payments
of reasonable compensation for purposes of Section 280G of the Code), and (ii) but for this paragraph would be subject to the excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be either: (a) provided in full,
or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever
of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s
receipt on an after-tax basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of the Total Payments
may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this
Section 6(n) shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company
(with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced
by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 6 and then by reducing or eliminating
any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (whether payable
in cash or in kind). For purposes of making the calculations required by this Section 6(n), the Accountants may make reasonable assumptions
and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the
Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents
as the Accountants may reasonably require in order to make a determination under this Section 6(n), and the Company shall bear the cost
of all fees the Accountants charge in connection with any calculations contemplated by this Section 6(n).


 


(o) Clawback
of Certain Compensation and Benefits. If, after the termination of the Executive’s employment with the Company for any
reason, the Executive breaches any of the provisions of Section 7 (a), (b), (c), or (d) as determined by a court of competent jurisdiction,
then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of
this Agreement, the Executive’s employment shall be deemed to have been terminated for Cause retroactively to the Termination Date
and the Executive also shall be subject to the following provisions:


 


(i) the
Executive shall be required to pay to the Company, immediately upon written demand by the Board, (1) all amounts paid to him as severance
by the Company, whether or not pursuant to this Agreement, on or after the Termination Date and (2) all other amounts paid to him by
the Company, whether or not pursuant to this Agreement, on or after the date of the Executive’s breach of Section 7 (a), (b), (c),
or (d), including, in each case, the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company
would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company
for Cause in accordance with Section 6(b) above;


 


(ii) all
vested and unvested Equity Awards then held by the Executive shall immediately expire; and


 


(iii) the
Executive shall be required to pay to the Company, immediately upon written demand by the Board, an amount equal to all Accelerated Equity
Award Gains that the Executive has received.


 


For
purposes of this Section, the following terms shall have the following meanings:


 


(i) “Accelerated
Equity Award Gains” shall mean the proceeds received by Executive from the sale of any of the Accelerated Units.


 


(ii) “Accelerated
Units” shall mean those Company Units granted by the Company to the Executive as compensation for services that would have
been forfeited in the event that the Executive’s employment with the Company had been terminated by the Company for Cause in accordance
with Section 6(b) hereof.


 






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7. Restrictive
Covenants.


 


(a) Non-competition.
At all times during the Restricted Period, other than with respect to the Company itself and any Related Entity, the Executive
shall not, directly or indirectly (whether as a principal, agent, partner, employee, officer, investor, owner, consultant, board member,
security holder, creditor or otherwise), engage in any Competitive Activity, or have any direct or indirect interest in any sole proprietorship,
corporation, company, partnership, association, venture or business or any other person or entity that directly or indirectly (whether
as a principal, agent, partner, employee, officer, investor, owner, consultant, board member, security holder, creditor, or otherwise)
engages in a Competitive Activity; provided that nothing herein shall prohibit Executive from serving as a director (or comparable role
with a different title) of EuroOne and its subsidiaries so long as (A) EuroOne and its subsidiaries are not doing business in the United
States, (B) EuroOne and its subsidiaries are not in the same or substantially the same business as any component making up the Company’s
Business, (C) such involvement does not interfere with Executive’s duties to the Company or otherwise cause Executive to breach
any term or provision of this Agreement and (D) Executive is not compensated for such services (which for the avoidance of doubt does
not include payment or reimbursement of business travel and other reasonable business expenses in connection therewith). Additionally,
the provisions of Section 7(a) shall not apply to the Executive’s direct or indirect ownership of stock of the Company, or the
acquisition by the Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of
the Securities Exchange Act of 1934, and that are listed or admitted for trading on any United States national securities exchange or
that are quoted on the Nasdaq Stock Market, or any similar system or automated dissemination of quotations of securities prices in common
use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct
or indirect control of, more than five percent (5%) of any class of capital stock of such corporation. Moreover, for the avoidance of
doubt, the term “Company’s Business” does not include any extensions to business lines or other changes occurring after
the termination of this Agreement. In all events, nothing in subsection 7(a) shall preclude Executive, after the Term of Employment,
from owning, operating, managing, being employed by, consulting for or serving on the board of directors or other comparable governing
body of any business operation that is engaged in business as a credit card company.


 


(b) Nonsolicitation
of Employees and Certain Other Third Parties.  At all times during the Restricted Period, the Executive shall not, directly or
indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity (other than, during the
Term of Employment, the Company, any Related Entity or other Person in connection with Executive’s duties on behalf of the Company):
(i) employ or attempt to employ or enter into any contractual arrangement for services with any employee of the Company, or any Related
Entity (provided that the foregoing shall not prohibit general solicitations that may reach any such employee or other inadvertent solicitations,
communications or discussions with or relating to any such employee so long as the Executive reasonably promptly ceases any further such
solicitations, communications or discussions upon then gaining actual awareness that such employee is covered by this Section and does
not actually employ or enter into a contractual arrangement for services with such employee) and/or (ii) persuade or encourage or attempt
to persuade or encourage any Persons with whom the Company or any Related Entity does business or has some business relationship to reduce
the amount of business, cease doing business or terminate its business relationship with the Company or any Related Entity or to engage
in any Competitive Activity on its own or with any competitor of the Company or any Related Entity (provided that, for the avoidance
of doubt, the foregoing shall not be deemed to prohibit the solicitation and hiring of, or other communications or business relations
with, suppliers, customers, clients, distributors, contractors, funding sources, lenders or agents of the Company or other Persons with
whom the Company or any Related Entity does business or has some business relationship with the Company or any Related Entity so long
as it not done with the actual knowledge, purpose and intent to have such Person reduce the amount or type business, cease doing business,
or to terminate its business relationship with the Company or any Related Entity or to engage in any Competitive Activity on its own
or with any competitor of the Company or any Related Entity).


 






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(c) Confidential
Information. The Executive shall not at any time divulge, communicate, use to the detriment of the Company or any Related Entity
or for the benefit of any other person or persons other than the Company and the Related Entities, or misuse in any way, any Confidential
Information. For purposes herein, “Confidential Information” means and includes: all trade secrets and information not generally
or publicly known about the Company and/or any Related Entity or the business of the Company and/or its Related Entities, including,
but not limited to, inventions, ideas, designs, computer programs, circuits, schematics, formulas, formulations, recipes, algorithms,
trade secrets, works of authorship, mask works, developmental or experimental work, processes, techniques, improvements, methods of manufacturing,
know-how, data, financial information, condition and forecasts, prospects, technology, customers, suppliers, sources of leads and methods
of doing business, product plans, marketing plans and strategies, business plans, price lists, customer lists, and contractual obligations
and terms thereof, data, documentation and other information, in whatever form disclosed, relating to the Company and/or its Related
Entities, including information conceived, originated, discovered or developed by the Executive during the Term of Employment (and which
relate to the Company’s Business to the extent conceived, originated, discovered and/or developed by Executive) and information
not generally or publicly known about the Company and/or any Related Entity acquired by the Company and/or any Related Entity from others
prior to the date hereof and thereafter through termination of this Agreement; provided however that Confidential Information does not
include any information or other materials or items described above which: (i) is or hereafter becomes known by the general public (other
than as a result of disclosure by the Executive in breach of any confidentiality obligations hereunder or otherwise owed to the Company
or any Related Entity); (ii) is disclosed to the Executive by a third party after the termination of this Agreement without restriction
on disclosure and without Executive’s actual knowledge that such disclosure constituted a breach of any nondisclosure obligation
to the Company or any Related Entity, (iii) is disclosed by the Company or any Related Entity to a third party without any restrictions
on disclosure, or (iv) was known to the Executive prior to the date Executive entered into a Confidentiality Agreement with the Company.
For the avoidance of doubt, the term “Company’s Business” does not include any extensions to business lines or other
changes occurring after the termination of this Agreement.


 


Any
and all Confidential Information shall be deemed a valuable, special and unique asset of the Company and its Related Entities that is
received by the Executive in confidence. Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Executive from
disclosing Confidential Information as required to perform his duties under this Agreement or to the extent required by law. If any Person
or Governmental Body makes a demand on the Executive purporting to legally compel him to divulge any Confidential Information, if legally
permissible, the Executive shall, within five (5) business days, give notice of the demand to the Company so that the Company may first
assess whether to challenge the demand prior to the Executive’s divulging of such Confidential Information; provided that the failure
to give notice within such time frame shall not be a breach of this Agreement except to the extent such failure materially and adversely
affected Company’s ability to defend/challenge the demand). If legally permissible and so long as the Executive would not be liable
for contempt or suffer other censure or penalty, Executive shall not divulge such Confidential Information until the Company either has
concluded not to challenge the demand, or has exhausted its challenge, including appeals, if any.


 






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(d) Ownership
of Developments. All processes, concepts, techniques, inventions and works of authorship, including new contributions, improvements,
formats, packages, programs, systems, machines, compositions of matter manufactured, developments, applications and discoveries, and
all copyrights, patents, trade secrets, or other intellectual property rights associated therewith, in each case to the extent conceived,
invented, made, developed or created by the Executive during the Term of Employment which are related in any manner to the business (commercial
or experimental) of the Company or its Related Entities (collectively, the “Work Product”) shall belong exclusively to the
Company and its Related Entities and shall, to the extent possible, be considered a work made by the Executive for hire for the Company
and its Related Entities within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered
work made by the Executive for hire for the Company and its Related Entities, the Executive agrees to assign, and automatically assign
at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive
may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and
delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. The Executive shall further
upon request by the Company: (i) promptly disclose the Work Product to the Company; (ii) assign to the Company or its assignee, without
additional compensation, all patent or other rights to such Work Product for the United States and foreign countries; (iii) sign all
papers necessary to carry out the foregoing; and (iv) give testimony in support of his inventions, all at the sole cost and expense of
the Company.


 


(e) Books
and Records. All books, records, and accounts of the Company or its Related Entities, whether prepared by the Executive or otherwise
coming into the Executive’s possession, shall be the exclusive property of the Company and its Related Entities and subject to
return to the Company in accordance with Section 6(l) of this Agreement.


 


(f) Acknowledgment
by Executive. The Executive acknowledges and confirms that the restrictive covenants contained in this Section 7 (including without
limitation the length of the term of the provisions of this Section 7) are reasonably necessary to protect the legitimate business interests
of the Company and its Related Entities, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion of any kind. The Executive further acknowledges and confirms that the compensation payable to the Executive under this Agreement
is in consideration for the duties and obligations of the Executive hereunder, including the restrictive covenants contained in this
Section 7, and that such compensation is sufficient, fair and reasonable. The Executive further acknowledges and confirms that his full,
uninhibited and faithful observance of each of the covenants contained in this Section 7 will not cause him any undue hardship, financial
or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate
with his abilities. The Executive acknowledges and confirms that his special knowledge of the business of the Company and its Related
Entities is such as would cause the Company and its Related Entities serious injury or loss if he were to use such ability and knowledge
to the benefit of a competitor or were to compete with the Company or its Related Entities in violation of the terms of this Section
7. The Executive further acknowledges that the restrictions contained in this Section 7 are intended to be, and shall be, for the benefit
of and shall be enforceable by, the Company’s successors and assigns and that the existence of any claim or cause of action against
the Company or its Related Entities, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement
of the restrictions contained in this Section 7 (other than subsection (a) solely with respect to any claim or cause of action of Executive
against the Company predicated upon this Agreement and/or any Award Agreement entered into in furtherance of this Agreement).


 






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(g) Reformation
by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Section 7 is invalid
or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of this Section 7 within
the jurisdiction of such court, such provision shall be interpreted or reformed and enforced as if it provided for the maximum restriction
permitted under such governing law.


 


(h) Extension
of Time. If the Executive shall be in violation of any provision of this Section 7, then the time limitation set forth in this
Section 7 as to such provision shall be extended for a period of time equal to the period of time during which such violation or violations
occur. If the Company or any of its Related Entity seeks injunctive relief from such violation in any court, then the applicable covenant
shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Executive.


 


(i) Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the covenants contained
in Section 7 of this Agreement will cause irreparable harm and damage to the Company, and its Related Entities, the monetary amount of
which may be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges and expressly agrees that
the Company and its Related Entities shall be entitled to the extent available under applicable law, without the need for posting a bond
or other security or proving special damages, to an injunction from any court of competent jurisdiction enjoining and restraining any
violation of any or all of the covenants contained in Section 7 of this Agreement by the Executive and that such right to injunction
shall be cumulative and in addition to whatever other remedies the Company may possess including, but not limited to such damages as
are provided at law or in equity.


 


8. Representations
and Warranties of Executive. The Executive represents and warrants to the Company that:


 


(a) The
Executive’s employment as described herein will not conflict with or result in his breach of any agreement to which he is a party
and bound;


 


(b) The
Executive has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition
or other similar covenant or agreement of a prior employer by which he is bound; and


 






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(c) In
connection with Executive’s employment with the Company, he will not use any confidential or proprietary information that he may
have obtained in connection with employment with any prior employer;


 


(d) The
Executive does not own, beneficially or of record, any right or interest in any processes, concepts, techniques, inventions or works
of authorship (including new contributions, improvements, formats, packages, programs, systems, machines, compositions of matter manufactured,
developments, applications and discoveries), copyrights, patents, trade secrets, formulations, recipes or other intellectual property
rights associated therewith used in, or necessary for the conduct of, the Company’s operation in the business of the Company or
its Related Entities, all of which the Executive hereby assigns, without any requirement of further consideration, to the Company (and
for which, upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments
of conveyance, as may be appropriate to give full and proper effect to such assignment); and


 


(e) The
Executive has not (i) been convicted of any felony; or (ii) committed any criminal act with respect to Executive’s current or any
prior employment, or (iii) violated any State or Federal securities laws.


 


9. Taxes.
Anything in this Agreement to the contrary notwithstanding, all payments required to be made by the Company hereunder to the
Executive or his estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part,
the Company may, in its sole discretion, accept other provisions for payment of taxes and withholding as required by law, provided it
is satisfied that all requirements of law affecting its responsibilities to withhold have been satisfied.


 


10. Assignment.
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part,
to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer
all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in
writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise
assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights
or obligations hereunder.


 


11. Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida,
without regard to principles of conflict of laws.


 


12. Mediation,
Arbitration and Waiver of Jury Trial. The Company and the Executive agree that the procedure set forth below shall be the sole
and exclusive method for resolving and remedying claims arising out of the provisions this Agreement, except that this Section 12 shall
not prevent the Company from seeking equitable remedies in accordance with Sections 7:


 


(a) Prior
to any party hereto commencing arbitration in accordance with this Section 12, such party shall provide notice of a dispute and such
claim to the other party and the parties will consult with each other in a good faith effort to resolve the claim for a period of thirty
(30) days after delivery of such notice, after which the claiming party may commence arbitration in accordance with this Agreement. During
the aforementioned 30-day period, either party may request that the parties submit to non-binding mediation during such 30-day period,
which non-binding mediation shall be conducted by a mediator mutually agreeable to the parties to the claim.


 






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(b) Following
the 30 day period above, any controversy or claim (including, without limitation, whether any controversy or claim is subject to arbitration)
arising out of or relating to this Agreement and the transactions contemplated hereby, shall be settled by binding arbitration under
the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (the “AAA”),
and shall be held in Broward County, Florida. To the extent that mediation took place as provided above, the parties agree to use the
mediator in such arbitration proceeding.


 


(c) In
any arbitration proceeding, the following limitations on the form and volume of written discovery and oral depositions that each side
may conduct in preparation for the arbitration proceeding shall apply: (i) each side shall be permitted no more than 20 hours in oral
depositions to examine and cross-examine (A) parties to the arbitration on the opposing side, (B) experts designated by those parties
to the arbitration and (C) persons who are subject to those parties’ control, and (ii) each party to the arbitration shall be limited
to 25 written interrogatories, excluding interrogatories asking a party to the arbitration only to identify or authenticate specific
documents); provided, however, that the arbitration panel (as determined below) shall specify all other matters regarding the conduct
of such written discovery and oral depositions.


 


(d) Any
dispute submitted for arbitration shall be administered by the AAA, according to the following procedures. The party or parties submitting
(“Submitting Party”) the intention to arbitrate (the “Submission”) shall submit the Submission
to the other party or parties (the “Answering Party”) and to an arbitrator mutually acceptable to the parties, or,
if the parties cannot agree on an arbitrator, each party shall choose an arbitrator and those two arbitrators shall choose a third arbitrator
who shall serve as the sole arbitrator. The parties agree that they shall consent to an expedited proceeding under the Rules, to the
full extent the AAA can accommodate such a request.


 


(e) The
ruling of the arbitrator shall be binding and conclusive upon all parties hereto any other person or entity with an interest in the matter.


 


(f) The
arbitration provision set forth herein shall be a complete defense to any suit, action or other proceeding instituted in any court regarding
any controversy or claim (including, without limitation, whether any controversy or claim is subject to arbitration) arising out of or
relating to this Agreement, or the breach thereof (whether, in any case, involving (i) a party hereto, (ii) their transferees or (iii)
such party’s or transferee’s affiliates, shareholders, directors, officers, partners, members, managers, employees, representatives
or agents); provided, however, that (A) any of the parties to the arbitration may request a court in the State of Florida to provide
interim injunctive relief in aid of arbitration hereunder or to prevent a violation of this Agreement pending arbitration hereunder (and
any such request shall not be deemed a waiver of the obligations to arbitrate set forth herein), (B) any ruling on the award rendered
by the arbitration panel, as the case may be, may be entered as a final judgment in (and only in) a court in the State of Florida (and
each of the parties hereto irrevocably submits to the jurisdiction of such court for such purposes) and (C) application may be made by
a party to any court of competent jurisdiction wherever situated for enforcement of any such final judgment and the entry of whatever
orders are necessary for such enforcement. In any proceeding with respect hereto, all direct, reasonable and out-of-pocket costs and
expenses (including, without limitation, AAA administration fees, arbitrator fees, expert witness fees, and attorneys’ fees) incurred
by the parties to the proceeding shall, at the conclusion of the proceeding, be paid by the substantially prevailing party as determined
by the arbitrator.


 






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13. Entire
Agreement. This Agreement and the Award Agreements when issued, constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements,
both oral and written, between the Executive and the Company (or any of its Affiliates) with respect to such subject matter. This Agreement
may not be modified in any way unless by a written instrument signed by both the Company and the Executive.


 


14. Survival.
The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment
hereunder, including without limitation, the Company’s obligations under Section 6 and the Executive’s obligations under
Section 7 above, and the expiration of the Term of Employment, to the extent necessary to the intended preservation of such rights and
obligations.


 


15. Notices.
All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent
by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission or a nationally recognized overnight
delivery service such as FedEx, in each case addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by
overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given
upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S.
mail. Notice shall be sent (i) if to the Company, addressed to 901 Yamato Rd., Suite 260, Boca Raton, FL 33431 Attention: Board of Directors,
and (ii) if to the Executive, to his address as reflected on the payroll records of the Company, or to such other address as either party
shall request by notice to the other in accordance with this provision.


 


16. Benefits;
Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor
to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.


 


17. Right
to Consult with Counsel; No Drafting Party. The Executive acknowledges having read and considered all of the provisions of this
Agreement carefully and having had the opportunity to consult with counsel of his own choosing, and, given this, the Executive agrees
that the obligations created hereby are not unreasonable. The Executive acknowledges that he has had an opportunity to negotiate any
and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party
on the basis of who drafted the Agreement.


 






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18. Severability.
The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted
conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, provisions,
sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word
or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section or sections or article or articles
had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will
be considered to be reduced to a period or area which would cure such invalidity.


 


19. Waivers.
The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.


 


20. Damages;
Attorney’s Fees. Nothing contained herein shall be construed to prevent the Company or the Executive from seeking and recovering
from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement.
In the event that either party hereto seeks to collect any damages resulting from, or the injunction of any action constituting, a breach
of any of the terms or provisions of this Agreement, then the non-substantially prevailing party shall pay all reasonable costs and attorneys’
fees of the other unless determined otherwise by an arbitrator.


 


21. Waiver
of Jury Trial. Each Party hereby knowingly, voluntarily and intentionally waives any right that the Company or the Executive
may have to a trial by jury in respect of any litigation based hereon, or arising out of, under or in connection with this Agreement
and any agreement, document or instrument contemplated to be executed in connection herewith, or any course of conduct, course of dealing
statements (whether verbal or written) or actions of any party hereto.


 


22. Section
Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.


 


23. No
Third-Party Beneficiary. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or
give any person other than the Company, the Related Entities, the parties hereto and their respective heirs, personal representatives,
legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.


 


24. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument and agreement.


 


[signature
page to follow]


 






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The
undersigned have executed this Agreement, to be effective upon the Effective Date.


 


	
	COMPANY:
	 	 
	 	FlexShopper, Inc., a Delaware corporation
	 	 
	 	By:	/s/
                           Richard House Jr.

	 	Name: 	Richard House Jr.
	 	Title:	Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/
                    Russ Heiser

	 	Russ Heiser
	 	February 23, 2022


 






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EXHIBIT
A

FORM OF RELEASE

GENERAL RELEASE OF CLAIMS


 


1. Russ
Heiser (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and
their respective successors and assigns, in exchange for the consideration received pursuant to Sections 6(e) or 6(f) (other than the
Accrued Obligations) of the Employment Agreement to which this release is attached as Exhibit B (the “Employment Agreement”),
does hereby release and forever discharge FlexShopper, Inc. (the “Company”), its subsidiaries, affiliated companies, successors
and assigns, and its current or former directors, officers, employees, shareholders, investors or agents in such capacities, and each
of their respective directors, officers, members, managers, partners, representatives and agents (collectively with the Company, the
“Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever,
for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any
applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of
express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred
on the job or incurred as a result of loss of employment. Executive acknowledges that the Company encouraged him to consult with an attorney
of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims
under the Age Discrimination in Employment Act (“ADEA”) and that he understands that the ADEA is a Federal statute
that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without
limiting the generality of the release provided above, Executive expressly waives any and all claims under ADEA that he may have as of
the date hereof. Executive further understands that by signing this General Release of Claims he is in fact waiving, releasing and forever
giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to
the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i)
any rights to receive any payments or benefits pursuant to the Employment Agreement, (ii) any rights or claims that may arise as a result
of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Executive may have as
a former officer or director of the Company or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’
and officers’ liability policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms
of such policy, (v) any rights as a holder of equity securities of the Company, and (vi) any claims or rights against the Released Parties
to the extent not arising under of related to the Employment Agreement or Executive’s employment with the Company.


 


2. Executive
represents that there are not pending against the Released Parties any complaints, charges, or lawsuits arising out of his employment,
and covenants and agrees that he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints
or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Executive
pursuant to paragraph 1 hereof (a “Proceeding”); provided, however, Executive shall not have relinquished his right to commence
a Proceeding to challenge whether Executive knowingly and voluntarily waived his rights under ADEA.


 


3. Executive
hereby acknowledges that the Company has informed him that he has up to twenty-one (21) days to sign this General Release of Claims and
he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Executive also
understands that he shall have seven (7) days following the date on which he signs this General Release of Claims within which to revoke
it by providing a written notice of his revocation to the Company.


 


4. Executive
agrees that he will never make or publish any statement or communication that is false or disparaging regarding the business, operations
or affairs of the Company, or of any of the Released Parties.


 


5. Executive
acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws
of the State of Florida applicable to contracts made and to be performed entirely within such State.


 


6. Executive
acknowledges that he has read this General Release of Claims, that he has been advised that he should consult with an attorney before
he executes this general release of claims, and that he understands all of its terms and executes it voluntarily and with full knowledge
of its significance and the consequences thereof.


 


7. This
General Release of Claims shall take effect on the eighth day following Executive’s execution of this General Release of Claims
unless Executive’s written revocation is delivered to the Company within seven (7) days after such execution.


 


	 	____________________________________

	 	Russ Heiser
	 	______________, 20__