Exhibit 10.4


 


June 14, 2021


 


PRIVATE AND CONFIDENTIAL


Cecil N. Smith III


1420 S. Elizabeth Street


Denver, Colorado 80210


 


Re:Employment Offer


 


Dear Tripp:


 


The management of Ipsidy Inc.
(the “Company”) takes pleasure in extending you this offer to join the Company as President and Chief Technology Officer
reporting to the Chief Executive Officer (“CEO”) of the Company. As part of your responsibilities, you will be required
to provide services to other subsidiaries and affiliates of the Company (together with the Company, collectively referred to as the (“Group”).


 


Job Description


 


Your job responsibilities
will comprise:


 


		●	Design, development and delivery of all of the Group’s software and artificial intelligence solutions.
This includes the selection and use of agile methodologies to ensure the highest possible accuracy and efficiency of the software we provide
our customers.
	 	 	 



		●	Working closely with the Group’s sales and marketing teams to best articulate the benefits of the
software and remediate any defects and ensure that the software delivered meets the overall product strategy set by the Chief Product
Officer.
	 	 	 



		●	Assisting the Finance and HR functions in managing the costs associated with all aspects of design, development
and delivery of the Group’s software and artificial intelligence solutions.
	 	 	 



		●	Advice to the CEO on how to maximize shareholder value in all decisions made relative to the software
and artificial intelligence solutions we bring to market.
	 	 	 



		●	Such other responsibilities and tasks and functions as are reasonably assigned to you from time to time
by the CEO or the Board of directors of the Company (the “Board”), or are customarily applicable to your position.



 


Compensation


 


Your compensation package
shall consist of the following:


 


(a) Initial
base salary of $275,000 per annum, which will be payable semi-monthly in arrears, and subject to all applicable deductions required by
law. Your salary will be reviewed by the Compensation Committee of the Board (the “Committee”) from time to time and
may thereafter be increased.


 


(b) A
one-time signing bonus of $50,000, which will be payable after you have worked for ninety days from the start date of your employment.


 






    


     


    

 


(c) You
will also be eligible for an annual target bonus equal to fifty percent (50%) of your base salary based on achievement of performance
milestones, calculated and payable as follows:


 


		(i)	For the fiscal year 2021 subject to performance targets to be mutually agreed between you and the Committee;
and



 


		(ii)	For the fiscal year 2022, you and the Committee will mutually agree as to the performance targets to earn
your annual bonus. The expectation is that the performance target will require the Company to have revenues for fiscal year 2022 of not
less than 300% of the revenue achieved by the Company for the year 2021 as shown in the Company’s Annual Reports on Form 10-K, but
you and the Committee agree to consider in good-faith adjustments to the performance target based on the circumstances that exist at the
time the performance targets are established.



 


(d) You
will also be eligible for a bonus in an amount equal to six (6) months of your annual base salary on the occurrence of a Change of Control
(as defined in your Executive Retention Agreement).


 


(e) At
the outset of your employment you will be provided with an initial grant of options to purchase 18,000,000 shares of Common Stock of $0.0001
par value in the Company (“Common Stock”), vesting subject to achievement of performance and service conditions as
set forth in the option grant attached hereto as Exhibit “A”. The exercise price of the options shall be equal to the closing
price of the Common Stock on the date of grant, the Exercise Period shall be 10 years and the other terms of the options shall be as set
forth in the aforementioned option grant. For the avoidance of doubt all references herein to shares of Common Stock are to the shares
prior to the planned reverse stock split and the share figures and exercise price shall be adjusted after such split, in accordance with
terms of the option grant agreement.


 


(f) You
may be eligible for equity incentive grants and cash bonus awards, subject to your continued employment and satisfactory job performance,
which may be made from time to time, by the Committee. Terms and conditions of all your equity incentive grants, will be as determined
by the Committee and in accordance with the terms of the Company’s equity incentive plan in effect at the time of each such grant.


 


(g) An
Executive Retention Agreement in the form attached hereto as Exhibit “B”.


 


(h) All
payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld
by applicable law.


 


With respect to additional terms of your employment,
the following will apply:


 


	1.	At Will Employment. Your employment shall start on or about June 14, 2021, or such other date as
we shall agree. While we look forward to a long and mutually beneficial relationship, your employment will be “at-will” and
may be terminated at any time upon written notice and without prior warning. Further, your participation in any stock option or benefit
program are not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change
in your “at-will” employment status may only occur by way of a written employment agreement signed by you and authorized by
the Board.



 


	2.	Location and Travel. You will initially work at your home office, but it is intended that you will
work from the Company’s office in Denver, Colorado, to be established in due course. As part of your duties you will be required
to travel as necessary to perform your duties and responsibilities, including visiting Group’s offices in the locations where they
may exist from time to time.



 






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	3.	Working Hours. You will be expected to devote your full time and attention to your employment,
to the extent necessary to carry out your duties hereunder. Because of the nature of your position, and as an exempt employee you will
be required to work outside of usual working hours, where the circumstances and business needs require it. You shall not engage or be
involved in any other business activity without the approval of the CEO with initial exceptions listed in Exhibit “C” attached
hereto, if such activities, in each case, (i) do not materially interfere with your performance of Company duties and responsibilities,
including the non-competition provisions of Section 9 and (ii) have been disclosed in advance to and pre-approved by the CEO.



 


	4.	Paid Time Off. You will be entitled to Paid Time Off in accordance with the provisions of the Company’s
Employee Handbook, which will accrue on a pro-rata basis during the year, in addition to all public holidays when the office is closed.
Vacation may be taken upon reasonable prior notice to the CEO. The Company’s Employee Handbook contains further provisions relating
to your entitlement and the taking of Paid Time Off, including the circumstances under which unused days may be carried over from one
year to the next.



 


	5.	Sick & Personal Days. Paid Time Off may be used for sick or personal days. The Company’s
Employee Handbook contains further provisions relating to the taking of sick or personal days, including the circumstances under which
unused days may be carried over from one year to the next.



 


	6.	Benefits. You will be eligible to participate in all employee benefit plans established by the
Company for its employees from time to time. The Company currently offers the benefits that are detailed in the Employee Handbook.



 


	7.	Expense Reimbursement. In accordance with Company policies from time to time, we will reimburse
you for all reasonable and proper travel and business expenses incurred by you in the performance of your duties.



 


	8.	Confidentiality and Assignment of Inventions. As an employee and executive of the Company, you
will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain
information or inventions that will be the property of the Company. To protect the interests of the Company, you will need to sign the
Company’s standard “Employee Invention Assignment and Confidentiality Agreement” in the form attached hereto as Exhibit “D”
as a condition of your employment.



 


	9.	Covenant Not to Compete. While you are employed by the Company, you agree that you shall not directly
or indirectly:



 


		(a)	be employed, or engaged as an independent contractor, consultant, or in any position where your responsibilities
would require you to directly or indirectly support/work on services and/or products that are in competition with the Group’s businesses
as they exist during your employment -- the Group’s businesses currently consist of its biometric identity verification products
and solutions;



 


		(b)	whether as an employee, independent contractor, consultant, advisor, or principal, enter into any agreement
which is for the provision of services in competition with any of the Group’s businesses, as they exist during your employment with
any entity, which is or was a customer of the Group, nor cause or assist any such customer to enter into any such agreement for competitive
services with any third party.



 


		(c)	whether on your own behalf or on behalf of any other person or entity directly or indirectly solicit or
encourage any employee of the Group to discontinue such employment relationship with the Group (excluding termination of such employee’s
employment in the best interests of the Company).



 






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You acknowledge that the restrictions
set forth in this paragraph are reasonable and necessary for the protection of the Group’s legitimate interests, in particular having
regard to the sensitive position which you will hold and the high level of confidential and proprietary information regarding the Group’s
business operations, systems and customers to which you will have access, during the performance of your duties hereunder.


 


	10.	No Restrictions. To the extent that you are subject to confidentiality obligations to a former
employer or any third party, you acknowledge and agree that it is your responsibility to ensure that you comply with such obligations
on a continuing basis. You acknowledge that the Company is relying upon your warranty, representation and acknowledgement in this paragraph
in making this offer to you.



 


	11.	Governing Law & Jurisdiction. This offer and your employment shall be governed by and construed
in accordance with the laws of the State of Colorado. You and the Company agree to submit to the exclusive personal jurisdiction of the
federal and state courts located in Colorado, in connection with any dispute or proceedings arising out of or relating to this offer and
your employment, and each of us hereby submits to the exclusive jurisdiction of such courts.



 


	12.	Amendment. No amendment or waiver of any of the provisions hereof shall be effective, unless in
writing and signed by each party.



 


	13.	Other Documents. Your employment is subject to the Employment Handbook and terms and conditions
(including benefits) applicable generally to employees of the Group, from time to time in force, which are subject to change, amendment,
or deletion in the Company’s sole discretion. As a condition of your employment you will also be required to enter into certain
standard undertakings and consents regarding security, confidentiality and use of the Group’s facilities and property. As part of
our objective of continuous improvement and in order to comply with certain customer and audit requirements, you will also be required
to undergo training at least annually on various matters including data security. In accordance with our standard policy this employment
offer is subject to our receiving satisfactory references and civil and criminal background checks, and by signing this letter you hereby
consent to our undertaking such reference and background checks.



 


	14.	Authorization to Work. Please note that because of employer regulations adopted in the Immigration
Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating
that you have authorization to work in the United States.



 


	15.	Severability. If any provision of this letter or the application thereof is held invalid by a court,
arbitrator or government agency of competent jurisdiction, you agree that such a determination of invalidity shall not affect other provisions
or applications of the letter which can be given effect without the invalid provisions and thus shall remain in full force and effect
or application.



 


If the terms and the conditions of this letter
are acceptable to you, please sign, date and return an original of this letter to us.


 


We look forward to a long and mutually beneficial
relationship.


 


	 	Sincerely,
	 	 	 
	 	Ipsidy Inc.
	 	 	 
	 	By:	/s/ Phillip Kumnick
	 	 	Phillip L. Kumnick, CEO



 


	AGREED & ACCEPTED:	 	 
	 	 	 
	/s/ Cecil Smith	 	 
	CECIL N. SMITH III	 	Dated: June 14, 2021



 









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EXHIBIT D


 


EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY
AGREEMENT


 


THIS EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY
AGREEMENT is entered into as of the 14th day of June, 2021 between I the undersigned CECIL N. SMITH III residing
at 1420 S. Elizabeth Street Denver, Colorado 80210, and IPSIDY INC., a Delaware corporation with a place of business at 670 Long
Beach Boulevard, Long Beach, New York 11561 USA, (the “Company”).


 


WHEREAS, I have agreed to be an employee of the
Company or one of its affiliated entities (collectively referred to herein as the “Company”).


 


IN CONSIDERATION OF, and as a condition of my
employment with the Company (the receipt and sufficiency of which I hereby acknowledge) I hereby represent to, and agree with the Company
as follows:


 


1. Purpose
of Agreement. I understand that it is critical for the Company to preserve and protect its
rights in “Inventions” (as defined in Section 2 below), its “Confidential Information”
(as defined in Section 7 below) and in all related intellectual property rights. Accordingly, I am entering into this Employee Invention
Assignment and Confidentiality Agreement (this “Agreement”) as a condition of my employment with the Company.


 


2. Disclosure
of Inventions. I will promptly disclose in confidence to the Company all inventions, improvements,
designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works
and trade secrets (the “Inventions”) that I make or conceive or first reduce to practice or create, either alone
or jointly with others, during the period of my employment, whether or not in the course of my employment, and whether or not such Inventions
are patentable, copyrightable or protectable as trade secrets.


 


3. Work
for Hire. I acknowledge and agree that any copyrightable works prepared by me within the
scope of my employment, including for the avoidance of doubt any such works prepared prior to the date hereof are “works made for
hire” under the Copyright Law of the United States and that the Company will be considered the author and owner of such copyrightable
works. 


 


4. Assignment
of Inventions. I agree that all Inventions that (i) have been or are developed using
equipment, supplies, facilities, Confidential Information, or trade secrets of the Company, (ii) result from work performed by me
for the Company, or (iii) relate to the Company’s business or current or anticipated research and development (the “Assigned
Inventions”), will be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company.



 


5. Assignment
of Other Rights; Moral Rights. In addition to the foregoing assignment of Assigned Inventions
to the Company, I hereby irrevocably transfer and assign to the Company: (i) all worldwide patents, patent applications, copyrights,
mask works, trade secrets and other intellectual property rights, including but not limited to rights in databases, in any Assigned Inventions,
along with any registrations of or applications to register such rights; and (ii) any and all “Moral Rights” (as defined
below) that I may have in or with respect to any Assigned Inventions. I also hereby forever waive and agree never to assert any and all
Moral Rights I may have in or with respect to any Assigned Inventions, even after termination of my work on behalf of the Company. “Moral
Rights” mean any rights to claim authorship of or credit on an Assigned Invention, to object to or prevent the modification
or destruction of any Assigned Inventions, or to withdraw from circulation or control the publication or distribution of any Assigned
Inventions, and any similar right, existing under judicial or statutory law of any country or subdivision thereof in the world, or under
any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.” 


 






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6. Assistance.
I agree to assist the Company in every proper way, at the Company’s cost, to obtain for the Company and enforce patents, copyrights,
mask work rights, trade secret rights and other legal protections for the Company’s Assigned Inventions in any and all countries.
I will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask
work rights, trade secrets and other legal protections. My obligations under this paragraph will continue beyond the termination of my
employment with the Company, provided that the Company will compensate me at a reasonable rate after such termination for time or expenses
actually spent by me at the Company’s request on such assistance. I appoint the Secretary of the Company as my attorney-in-fact
to execute documents on my behalf for this purpose.


 


7. Confidential
Information. I understand that my employment by the Company creates a relationship of confidence
and trust with respect to any information that may be disclosed to me by the Company and its officers, employees, shareholders or agents,
whether orally, in writing, by computer or other medium, by demonstration, by supply of samples and parts or in any other manner, or which
is otherwise accessible to me, that relates to the business of the Company or to the business of any parent, subsidiary, affiliate, customer
or supplier of the Company including all information received by the Company from third parties, which is subject to an obligation of
confidentiality (the “Confidential Information”). Such Confidential Information includes, but is not limited
to, Assigned Inventions, computer programming and software, Company products and services, systems, functionality, designs, hardware,
parts, concepts, specifications, features, techniques, plans, marketing, sales, performance, cost, pricing, supplier and customer information,
data, tables, schedules, contracts and other information concerning the Company and its customers. I hereby acknowledge that all such
Confidential Information belongs to the Company (or the respective customer, supplier or third party, which supplied it to the Company.)


 


8. Confidentiality.
At all times, both during my employment and after its termination (without limitation in point of time), I will keep and hold all such
Confidential Information in strict confidence and trust. I will not use or disclose any Confidential Information without the prior written
consent of the Company, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company.
Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining
to my work with the Company. I will not take with me or retain any documents or materials or copies thereof containing any Confidential
Information. I agree that I shall at all times comply with the Company’s Information Security Policy and Procedures from time to
time in force. I acknowledge that breach of this policy or any other provision of this Agreement may be grounds for immediate dismissal.


 


9. No
Breach of Agreement or Infringement. I represent that my acceptance of the Company’s
offer of employment, performance of all the terms of this Agreement and my duties as an employee of the Company will not so far as I am
aware breach any invention assignment, proprietary information, confidentiality or similar agreement with any other party, nor infringe
the rights of any third party. I represent that I will not bring with me to the Company or use in the performance of my duties for the
Company any documents or materials or intangibles of a former employer or third party that are not generally available to the public or
have not been legally transferred to the Company. I acknowledge that the Company is relying upon my warranty, representation and acknowledgement
in this paragraph in offering me employment. 


 


10. Notification.
I hereby authorize the Company to notify my actual or future employers of the terms of this Agreement and my responsibilities hereunder.


 


11. Injunctive
Relief. I understand that in the event of a breach or threatened breach of this Agreement
by me the Company may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.


 






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12. Governing
Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the
laws of the State of Colorado, without giving effect to that body of laws pertaining to conflict of laws. I hereby submit to the jurisdiction
of and consent to suit in the courts, Federal and State located in the State of New York with respect to any matter or dispute arising
out of this Agreement.


 


13. Severability.
If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent
of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the
remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not
enforceable) never been contained in this Agreement.


 


14. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original,
and all of which together shall constitute one and the same agreement.


 


15. Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement
and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements,
whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.


 


16. Amendment
and Waivers. This Agreement may be amended only by a written agreement executed by each of
the parties hereto. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set
forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will
be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of
any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under
this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein,
nor shall it constitute the waiver of any performance other than the actual performance specifically waived.


 


17. Successors
and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement,
and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors,
assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this
Agreement to any entity which is my employer. No other party to this Agreement may assign, whether voluntarily or by operation of law,
any of its rights and obligations under this Agreement, except with the prior written consent of the Company.


 


18. Further
Assurances. The parties agree to execute such further documents and instruments and to take
such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


SIGNED AS OF THIS 14th DAY OF ____________ 2021


 





	CECIL N. SMITH III	 
	 	 
	/s/ Cecil Smith	 


 


 


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