Exhibit
10.1


 


INDEPENDENT
DIRECTOR AGREEMENT


 


This
INDEPENDENT DIRECTOR AGREEMENT is dated August 1, 2017 (the “Agreement”) by and between BROWNIE’S MARINE
GROUP, INC., a Florida corporation (the “Company”), and Mikkel Pitzner, an individual (the “Director”).


 


WHEREAS,
the Company appointed the Director effective as of the date hereof and desires to enter into an agreement with the Director with
respect to such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with
the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed,
and the Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided,
however, that the Director’s continued service on the Board of Directors of the Company (the “Board”)
after the initial one-year term on the Board shall be subject to any necessary approval by the Company’s stockholders.


 


2.
Duties.


 


(a)
During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings,
serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient
times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services
and responsibilities, and have the authority commensurate to such position.


 


(b)
The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is
or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority
and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley
Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed
or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments
to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations
to the Company and, in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director
will not, without the prior notification to the Board, engage in any other business activity which could materially interfere
with the performance of his duties, services and responsibilities hereunder or which is in violation of the reasonable policies
established from time to time by the Company, provided that the foregoing shall in no way limit his activities on behalf
of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such
time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such
business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities
hereunder.


 


3.
Compensation.


 


(a)
Stock Issuance. The Director shall receive two million (2,000,000) shares of the Company’s common stock on the Effective
Date.


 


(b)
Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor
and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other
consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction
of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.


 




    	 	1	 



    	 		 



    

 


(c)
Fee. During the Directorship Term the Director shall receive an annual fee of $6,000, payable on a quarterly basis at the
rate of $1,500 per quarter.


 


(d)
Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally
applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation
of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved
in advance by the Company.


 


4.
Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing
on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the
following to occur:


 


(a)
the death of the Director;


 


(b)
the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;


 


(c)
the removal of the Director from the Board by the majority stockholders of the Company; and


 


(d)
the resignation by the Director from the Board.


 


5.
Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance
of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to
any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees
that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and
the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with
regard to this Agreement.


 


6.
Director Covenants.


 


(a)
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the
Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including,
but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning
the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other
forms of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that
during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided,
however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known
or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder
and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose
such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term,
the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda,
writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical
data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation,
in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise
as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the
Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation
against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company
that the materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to
the reasonable satisfaction of the Company.


 




    	 	2	 



    	 		 



    

 


(b)
Non-Solicitation. During the Directorship Term and for a period of two (2) years thereafter, the Director shall not interfere
with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination
of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was
an employee or customer of the Company or otherwise had a material business relationship with the Company.


 


(c)
Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached
hereto.


 


(d)
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage
to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event
of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with
the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be
entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies
for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director
acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this
Section 6.


 


(e)
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause
of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by the Company of the covenants and agreements of this Section 6.


 


7.
Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest
extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting
the Board.


 


8.
Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance
by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to
affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every
provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time
or at any prior or subsequent time.


 


9.
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered
or certified mail, postage prepaid, return receipt requested; to:


 


	 	If
    to the Company:	 
	 	 	 
	 	Brownie’s
    Marine Group, Inc.	 
	 	3001
    NW 25th Ave.	 
	 	Pompano
    Beach, Florida 33306	 
	 	Attn:
    President	 
	 	 	 
	 	If
    to the Director:	 
	 	 	 
	 	 	 
	 	 	 


 


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 9.


 




    	 	3	 



    	 		 



    

 


10.
Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and
assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign
all or any portion of this Agreement without the prior written consent of the other party.


 


11.
Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between
them as to such subject matter.


 


12.
Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole
or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications
of this Agreement.


 


13.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without
reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall
be heard and determined in any court in Broward County, Florida and the parties hereto hereby consent to the jurisdiction of such
courts in any such action or proceeding; provided, however, that neither party shall commence any such action or
proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which
is the subject of such action or proceeding through mediation by an independent third party.


 


14.
Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between
the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its
fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court,
arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


15.
Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an
instrument in writing duly signed by the party to be charged.


 


16.
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were
also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.
Counterparts. This Agreement may be executed in two 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.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	4	 



    	 		 



    

 






IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the
Director has hereunto set his hand, on the day and year first above written.


 


	 	BROWNIE’S
    MARINE GROUP, INC.
	 	 	 
	 	By:
    	/s/
    Robert Carmichael
	 	Name:
    	Robert
    Carmichael
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	DIRECTOR
	 	 	 
	 	/s/
    Mikkel Pitzner
	 	Mikkel
    Pitzner


 




    	 	5