EX 10.1


 


AMENDED & RESTATED CHANGE IN CONTROL
AND SEVERANCE AGREEMENT


 


This Amended and Restated Change in Control and Severance Agreement
(the “Agreement”) is made and entered into by and between Dan Mondor (“Executive”) and Inseego
Corp., a Delaware corporation (the “Company”), this 7th day of June 2021 (the “Effective Date”)
and amends and restates that certain Change in Control and Severance Agreement,
dated June 6, 2018, and Offer Letter dated June 6, 2017, as amended by an Amendment to Offer Letter dated October 26, 2017 (collectively,
the “Existing Employment Agreements”).


 


WHEREAS, The Board of Directors of the
Company (the “Board”) recognizes the importance of Executive’s role at the Company and that the possibility
of an acquisition of the Company or an involuntary termination can be a distraction to Executive and can cause Executive to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that
the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of
such an event;


 


WHEREAS, the Board believes that it is
in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment
and to motivate Executive to maximize the value of the Company on a Change in Control (as defined below) for the benefit of its stockholders;


 


WHEREAS, the Board believes that it is
imperative to provide Executive with severance benefits upon certain terminations of Executive’s service to the Company that enhance
Executive’s financial security and provide incentive and encouragement to Executive to remain with the Company notwithstanding the
possibility of such an event;


 


WHEREAS, Executive and the Company desire
to amend and restate the Existing Employment Agreements in their entirety; and


 


WHEREAS, unless otherwise defined herein,
capitalized terms used in this Agreement are defined in Section 10 below.


 


NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, including the agreements set forth below, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.      
Term of Agreement.


 


This Agreement shall become effective as of the
Effective Date and terminate on December 31, 2021 (the “End of the Term”); however, termination of this Agreement
shall not affect the Company’s obligations, if any, under this Agreement with respect to a Covered Termination that occurs prior
to End of the Term. Sections 3 and 7-14 shall survive the termination of this Agreement.


 


2.      
Compensation.


 


(a)    
Base Salary. The Company shall pay the Executive an annual base salary of $550,000 in periodic installments in accordance
with the Company's customary payroll practices and applicable wage payment laws, but no less frequently than monthly.


 


(b)   
Annual Bonus. For each complete calendar year of the Employment Term, Executive shall be eligible to receive an annual bonus
(the "Annual Bonus"). As of the Effective Date, the Executive's annual target bonus opportunity shall be equal
to 130% of Base Salary (the "Target Bonus"), based on the achievement of Company and Executive performance goals
established by the Compensation Committee of the Board (the "Compensation Committee"); provided that, depending
on results, the Executive's actual bonus may be higher or lower than the Target Bonus, as determined by the Compensation Committee.


 


(c)    
Equity Awards. During the Employment Term, the Executive shall be eligible to participate in the Inseego Corp. 2018 Omnibus
Incentive Compensation Plan (the “SIP”) or any successor plan, subject to the terms of the SIP or successor
plan, as determined by the Board or the Compensation Committee, in its discretion.


 


 






    	 	 	 



     


    

 


(d)   
Fringe Benefits and Perquisites. Executive shall be entitled to fringe benefits and perquisites consistent with the practices
of the Company and governing benefit plan requirements (including plan eligibility provisions), and to the extent the Company provides
similar benefits or perquisites (or both) to similarly situated executives of the Company, including without limitation.


 


(e)    
Employee Benefits. Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained
by the Company, as in effect from time to time (collectively, "Employee Benefit Plans"), to the extent consistent
with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee
Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.


 


(f)     
Paid Time Off. Executive will be entitled to paid time off in accordance with the Company's policies for executive officers
as such policies may exist from time to time.


 


(g)   
Business Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business,
entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive's duties hereunder in
accordance with the Company's expense reimbursement policies and procedures consistent with the existing practices of the Company.


 


3.      
At-Will Employment.


 


The Company and Executive acknowledge that Executive’s
employment shall be “at-will,” as defined under applicable law. If Executive’s employment terminates for any reason,
Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, the
Indemnification Agreement between the Company and Executive entered into on or about June 6, 2017 (the “Indemnification Agreement”),
the Company’s bylaws (as may be amended from time to time), the Company’s Amended and Restated Certificate of Incorporation
(as may be amended from time to time), and/or any other agreement evidencing the grant to Executive of equity compensation.


 


4.      
Covered Termination Other Than During a Change in Control Period.


 


If Executive experiences a Covered Termination
other than during a Change in Control Period, and if Executive delivers to the Company a general release of all claims against the Company
and its affiliates, in the form provided by the Company which shall be substantially in the form attached as Exhibit A (which form
may be modified by the Company to comply with the facts and applicable law) (a “Release of Claims”) that becomes
effective within 55 days following the Covered Termination and irrevocable within 62 days following the Covered Termination (the “Release
Requirements”), then in addition to any accrued but unpaid salary, accrued but unused paid time off in accordance with the
applicable policies of the Company, incurred but unreimbursed business expenses payable in accordance with this Agreement, the expense
reimbursement policies of the Company and applicable law, or vested benefits (other than severance) under any Company benefit plan (the
“Accrued Amounts”) the Company shall provide Executive with the following:


 


(a)    
Severance. If a Covered Termination occurs prior to the End of
Term, Executive shall be entitled to receive an amount equal to twelve (12) months of his base salary, at the rate in effect immediately
prior to the Termination Date. Any payments pursuant to this Section 3(a) shall be payable in cash in the form of salary continuation,
commencing on the first normally-scheduled Company payroll date that is at least 75 days following the Termination Date (with any such
amounts that normally would have been payable during the period between the Termination Date and such first payment being included in
such first payment), less authorized deductions and applicable withholding taxes.


 


(b)   
Equity Awards. Each outstanding and unvested restricted stock award, stock option and restricted stock unit award, held
by Executive that vests solely based upon Executive’s continued employment, shall automatically become vested and, if applicable,
exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, as of immediately prior to the Termination
Date with respect to that number of shares of Company Common Stock that would have vested had Executive continued employment with the
Company for twelve (12) months following the Termination Date. All equity awards that vest pursuant to the preceding sentence, or the
proceeds therefrom, shall be held by the Company until such time as the Executive has timely satisfied the Release Requirements, if at
all, and if Executive fails to timely satisfy the Release Requirements, Executive shall forfeit all such awards.


 


 






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(c)    
Continued Healthcare. If Executive elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay the premium
for Executive and Executive’s covered dependents, if any, through the earliest of (i) the last date severance is paid to Executive
under subsection (a), above, (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare
coverage under a group health plan sponsored by another employer of Executive or his spouse and (iii) the date that Executive and/or Executive’s
covered dependents, if any, become no longer eligible for COBRA. Any such payment or reimbursement shall be subject to any required withholding
taxes. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare
coverage at Executive’s expense in accordance with the provisions of COBRA. The Company shall have no obligation to make any payment
under this subsection (c) if it reasonably determines that doing so would cause adverse consequences under Section 105(h) of the Internal
Revenue Code or the Patient Protection and Affordable Care Act or other similar law.


 


(d)   
Pro Rata Bonus. Executive shall receive a pro rata bonus for the fiscal year of termination based on achievement of the
applicable performance goals for the fiscal year of termination based on the number of days in the fiscal year during which Executive
was employed as compared to 365, which shall be based on actual achievement of corporate performance goals and criteria as determined
by the Board, shall be based on assumed full achievement of any individual performance goal and criteria, and shall be paid to Executive
at the time such bonuses normally are paid, but not later than March 15 of the calendar year following the Covered Termination. Any such
pro rata bonus shall be paid in a single cash lump sum, less authorized deductions and applicable withholding taxes.


 


5.      
Covered Termination During a Change in Control Period.


 


If Executive experiences a Covered Termination
during a Change in Control Period, and if Executive satisfies the Release Requirements, then in addition to any Accrued Amounts, but in
lieu of any amounts the Executive otherwise could have received under Section 4 of this Agreement, the Company shall provide Executive
with the following:


 


(a)    
Severance. Executive shall be entitled to receive an amount equal to the sum of eighteen (18) months of Executive’s
base salary, plus an amount equal to twelve (12) months of the Executive’s annual target bonus opportunity, in each case, at the
rate in effect immediately prior to the Termination Date. The base salary component shall be payable in cash in the form of salary continuation,
commencing on the first normally-scheduled Company payroll date that is at least 75 days following the Termination Date (with any such
amounts that normally would have been payable during the period between the Termination Date and such first payment being included in
such first payment), less authorized deductions and applicable withholding taxes. The target annual bonus component shall be payable in
cash in a lump sum within 10 days of the date the Executive timely satisfied the Release Requirements.


 


(b)   
Equity Awards. Each outstanding and unvested restricted stock award, stock option and restricted stock unit award held by
Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon
shall immediately lapse, as of immediately prior to the Termination Date with respect to one hundred percent (100%) of the unvested
shares underlying Executive’s equity awards. In all other respects Executive’s equity awards shall continue to be bound by
and subject to the terms of their respective agreements and equity plans. All equity awards that vest pursuant to the provisions of this
Section 5(b), or the proceeds therefrom, shall be held by the Company until such time as the Executive has timely satisfied the Release
Requirements, if at all, and if Executive fails to timely satisfy the Release Requirements, Executive shall forfeit all such awards.


 


(c)    
Continued Healthcare. If Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA,
the Company shall directly pay the premium for Executive and Executive’s covered dependents, if any, through the earliest of (i)
the eighteen (18) month anniversary of the Termination Date, (ii) the date Executive and Executive’s covered dependents, if any,
become eligible for healthcare coverage under a group health plan sponsored by another employer of Executive or his spouse and (iii) the
date that Executive and/or Executive’s covered dependents, if any, become no longer eligible for COBRA. Any such payment or reimbursement
shall be subject to any required withholding taxes. After the Company ceases to pay premiums pursuant to the preceding sentence, Executive
may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. The Company
shall have no obligation to make any payment under this subsection (c) if it reasonably determines that doing so would cause adverse consequences
under Section 105(h) of the Internal Revenue Code or the Patient Protection and Affordable Care Act or other similar law.


 


 






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6.      
In Contemplation.


 


In the event Executive is terminated in Contemplation
of a Change in Control, Executive initially shall receive the amounts under Section 4 hereof, provided that, if the Change of Control
actually occurs, that Change in Control satisfies the requirements of Treasury Regulation 1.409A-3(i)(5), and the Executive timely satisfied
the Release Requirements, then the total severance payable under Section 4(a) shall be eighteen (18) months in the aggregate, (2) the
Executive shall receive the target annual bonus amount described in Section 5(a), less any amount paid or payable under Section 4(d),
within 10 days of the Change in Control, (3) Section 5(b) shall apply to any outstanding and unvested restricted stock award, stock option
and restricted stock unit award held by Executive, and (4) subsection 5(c) shall apply instead of subsection 4(c).


 


7.      
Other Terminations.


 


If Executive’s service with the Company
is terminated by the Company or by Executive for any or no reason other than a Covered Termination, Executive shall only be entitled to
Accrued Amounts.


 


8.      
Deemed Resignation.


 


Upon termination of Executive’s employment
for any reason, Executive shall be deemed to have resigned from all offices and directorships, if any, then held with the Company or any
of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate
such resignations.


 


9.      
Limitation on Payments.


 


Notwithstanding anything in this Agreement to
the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”)
would (a) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), and (b) but for this sentence, be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full or (ii) delivered
as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income and payroll taxes and the Excise Tax, results in the receipt
by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under
Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the Termination
Date or, in the event such accounting firm is precluded from performing calculations hereunder, such other accounting firm of national
reputation as may be determined by the Company, and reasonably acceptable to Executive, shall perform the foregoing calculations. The
Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting
firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s
right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company
or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company
and Executive. Any reduction in payments and/or benefits pursuant to this Section 9 will occur in the following order: (1) reduction
of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options (with the later vesting reduced
first) (3) cancellation of accelerated vesting of stock options (with the later vesting reduced first) and (4) reduction of
other benefits payable to Executive or any such other order determined by the Company that will not result in adverse tax consequences
under Section 409A of the Code.


 


10.   
Definition of Terms.


 


The following terms referred to in this Agreement
shall have the following meanings:


 


(a)    
“Cause” means (i) any act of material misconduct or material dishonesty by Executive in the performance
of his duties; (ii) any willful failure, gross neglect or refusal by Executive to attempt in good faith to perform his duties to
the Company or to follow the lawful instructions of the Board (except as a result of physical or mental incapacity or illness) which is
not promptly cured after written notice; (iii) Executive’s commission of any fraud or embezzlement against the Company (whether
or not a misdemeanor); (iv) any material breach of any written agreement with the Company, which breach has not been cured by Executive
(if curable) within thirty (30) days after written notice thereof to Executive by the Company; (v) Executive’s being convicted
of (or pleading guilty or nolo contendere to) any felony or misdemeanor involving theft, embezzlement, dishonesty or moral turpitude;
and/or (vi) Executive’s failure to materially comply with the material policies of the Company in effect from time to time
relating to conflicts of interest, ethics, codes of conduct, insider trading, or discrimination and harassment, or other breach of Executive’s
fiduciary duties to the Company, which failure or breach is or could reasonably be expected to be materially injurious to the business
or reputation of the Company.


 


 






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(b)   
“Change in Control” means either:


 


(i)     
any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the
Effective Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (the “Company Voting Securities”) or of substantially all of
the Company’s assets; provided, however, that an event described in this clause (i) shall not be deemed to be a Change in Control
if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary (provided, that this exclusion
applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee
benefit plan sponsored or maintained by the Company or any majority-owned subsidiary, (C) any underwriter temporarily holding securities
pursuant to an offering of such securities, or (D) any person pursuant to a Non-Qualifying Transaction (as defined in clause (ii));
or


 


(ii)   
 the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance
of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination:
(A) more than fifty percent (50%) of the total voting power of (x) the corporation resulting from such Business Combination
(the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly
has beneficial ownership of one hundred (100%) of the voting securities eligible to elect directors of the Surviving Corporation
(the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior
to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant
to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power
of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than
any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes
the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and
(C) at least a majority of the members of the board of directors of the Parent Corporation (or if there is no Parent Corporation,
the Surviving Corporation) following the consummation of the Business Combination were members of the Board as of the date hereof or at
the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”).


 


(c)    
“Change in Control Period” means the period commencing 30 days prior to a Change in Control and ending
on the 12-month anniversary of such Change in Control.


 


(d)   
“Contemplation of a Change in Control” means a Covered Termination that occurs as a result of an action
directed or requested by a person that directly or indirectly undertakes a transaction that constitutes a Change in Control of the Company.


 


(e)    
“Covered Termination” means Executive’s resignation for Good Reason or the termination of Executive’s
employment by the Company other than a Disability Termination or a termination for Cause that, in each case and to the extent necessary,
constitutes a Separation from Service (as defined below).


 


(f)     
“Disability Termination” means a termination of employment by the Company of the Executive after the
Executive has been unable for 90 days in any 365 day period to perform his material duties because of physical or mental incapacity or
illness.


 


(g)   
“Good Reason” means the occurrence, without Executive’s written consent, of any of the following:
(i) a material diminution in Executive’s base salary, (ii) a material diminution in Executive’s job responsibilities,
duties or authorities. Notwithstanding the foregoing, Executive shall not be deemed to have “Good Reason” unless: (x) the
condition giving rise to such resignation continues more than thirty (30)
days following Executive’s providing to the Company a written notice detailing such condition, (y) such
written notice is provided to the Company within ninety (90) days of the initial occurrence of such condition and (z) Executive’s
resignation is effective within thirty (30) days following the expiration of the Company cure period pursuant to subclause (x).


 


(h)   
“Termination Date” means the date Executive experiences a Covered Termination.


 


 






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11.   
Assignment and Successors.


 


The Company may assign its rights and obligations
under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise).
This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, permitted assigns,
personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s
rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may
be transferred only by will or operation of law.


 


12.   
Notices.


 


Any notice, request, claim, demand, document and
other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered
personally or sent by facsimile or certified or registered mail, postage prepaid (or if it is sent through any other method agreed upon
by the parties), as follows:


 


(i)     
if to the Company:


 


Inseego Corp.

Attn: Board of Directors 


9710 Scranton Road,
Suite 200 


San Diego, CA 92121




 


(ii)   
if to Executive, at the address set forth in Executive’s personnel file with the Company; or


 


(iii) 
at any other address as any party shall have specified by notice in writing to the other party.


 


13.   
Non-Disparagement.


 


Executive agrees that he shall not disparage,
criticize or defame the Company, its affiliates and their respective affiliates, directors, officers, agents, partners, shareholders or
employees, either publicly or privately, except in the reasonable good faith performance of his duties to the Company. Nothing in this
Section 13 shall have application to any evidence, testimony or disclosure required by any court, arbitrator or government agency.


 


14.   
Dispute Resolution.


 


The parties agree that if any disputes should
arise between Executive and the Company (including claims against its employees, officers, directors, shareholders, agents, successors
and assigns) relating or pertaining to or arising out of Executive’s employment with the Company, the dispute will be submitted
exclusively to binding arbitration before a neutral arbitrator in accordance with the rules of the American Arbitration Association in
San Diego, California. This means that disputes will be decided by an arbitrator rather than a court or jury, and that both Executive
and the Company waive their respective rights to a court or jury trial, except to enforce the decision of the arbitrator. The parties
understand that the arbitrator’s decision will be final and exclusive, and cannot be appealed. Nothing in this Agreement is intended
to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion
of any such arbitration. The Company and the Executive shall share in the arbitrator’s fees and expenses equally. The arbitrator
shall have the power to award the prevailing party its attorneys’ fees and costs of arbitration (including the arbitrator’s
fees paid by the arbitrator) except to the extent prohibited by applicable law. Notwithstanding the foregoing, Executive and the Company
each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration.


 


15.   
Miscellaneous Provisions.


 


(a)    
Section 409A.


 


(i)     
Separation from Service. Notwithstanding any provision to the contrary in this Agreement, no amount deemed deferred compensation
subject to Section 409A of the Code shall be payable pursuant to Sections 4, 5 or 6 above unless Executive’s termination of
employment constitutes a “separation from service” with the Company within the meaning of Section 409A of the Code and
the Department of Treasury regulations and other guidance promulgated thereunder (“Separation from Service”).


 


 






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(ii)   
Specified Employee. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time
of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to
the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order
to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s benefits shall not
be provided to Executive prior to the earlier of (A) the expiration of the six (6)-month period measured from the date of Executive’s
Separation from Service or (B) the date of Executive’s death. Upon the first business day following the expiration of the applicable
Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 14(a)(ii) shall be paid in a lump sum to
Executive, and any remaining payments due under this Agreement shall be paid as otherwise provided herein.


 


(iii) 
Expense Reimbursements. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions
of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no
later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one
year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under
this Agreement will not be subject to liquidation or exchange for another benefit.


 


(iv)  
Reserved.


 


(v)   
Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement
as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release of Claims,
(A) the Company shall deliver the Release of Claims to Executive within ten (10) business days following the Termination Date,
(B) if Executive fails to execute the Release of Claims on or prior to the Release Expiration Date (as defined below) or timely revokes
his acceptance of the Release of Claims thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned
on the Release of Claims, and (C) in any case where the Termination Date and the Release Expiration Date fall in two separate taxable
years, any payments required to be made to Executive that are conditioned on the Release of Claims and are treated as nonqualified deferred
compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 14(a)(v), “Release
Expiration Date” shall mean the date that is forty-five (45) days following the date upon which the Company timely
delivers the Release of Claims to Executive.


 


(b)   
Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state,
local or foreign withholding or other taxes or charges which the Company is required to withhold. If any questions as to the amount or
requirement of withholding shall arise, the Company will consider in good faith any written opinion of counsel submitted by Executive
that expressly permits the Company to rely on such written opinion.


 


(c)    
Amendment; Waiver. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed
by Executive and a member of the Board or a Company officer designated by the Board. No waiver shall operate as a waiver of, or estoppel
with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder
preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.


 


(d)   
Entire Agreement. The terms of this Agreement, collectively with the Inventions, Disclosure, Confidentiality & Proprietary
Rights Agreement between the Company and Executive entered into on or about June 6, 2017 (the “Confidentiality Agreement”),
and the Indemnification Agreement, is intended by the Parties to be the final expression of their agreement with respect to the employment
of Executive by the Company and supersede all prior understandings and agreements (but not the Confidentiality Agreement or the Indemnification
Agreement), whether written or oral, including the Existing Employment Agreements. The parties further intend that this Agreement, collectively
with the Confidentiality Agreement, and the Indemnification Agreement, shall constitute the complete and exclusive statement of their
terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the
terms of this Agreement.


 


(e)    
Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws
of the State of California.


 


(f)     
Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision hereof, which shall remain in full force and effect.


 


 






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(g)   
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.


 


IN WITNESS WHEREOF, each of the parties has executed
this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.


 


 


	INSEEGO CORP.
	 	 
	By:	 	
     /s/ Kurt E. Scheuerman

     

	Title:	 	
    SVP & General Counsel

     

	Date:	 	June 7, 2021
	 
	EXECUTIVE
	 
	
     /s/ Dan Mondor

     Dan Mondor

     

	Date: June 7, 2021





 


 


 


 


 






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