Exhibit 10.1


 


FIRST AMENDMENT TO Executive
EMPLOYMENT AGREEMENT


 


This FIRST AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), effective as of June 8, 2018 (the “Effective
Date”), is made and entered into by and between PeerStream, Inc. (f/k/a Snap Interactive, Inc.), a Delaware corporation
(the “Company”), and Eric Sackowitz (“Executive”) for purposes of amending that certain Executive
Employment Agreement, dated as of May 5, 2017, by and between the Company and Executive (the “Employment Agreement”).
Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings assigned
to such terms in the Employment Agreement.


 


WHEREAS, Section
12(j) of the Employment Agreement provides that the Employment Agreement can only be amended by a writing signed by the parties
thereto; and


 


WHEREAS, the
Company and Executive mutually desire to amend the Employment Agreement to increase Executive’s Base Salary, increase his
Annual Incentive Bonus opportunity for the 2018 calendar year, and to provide for certain cash bonus payments upon the achievement
of certain performance goals as described in that certain Technology Services Agreement, dated March 21, 2018, by and between the
Company and ProximaX Limited, a Gibraltar private company.


 


NOW, THEREFORE,
pursuant to Section 12(j) of the Employment Agreement, in consideration of the mutual promises, conditions, and covenants contained
herein and in the Employment Agreement, and other good and valuable consideration, the adequacy of which is hereby acknowledged,
the parties agree to amend the Employment Agreement as follows, effective as of the Effective Date:


 


1. Section 5(a) of
the Employment Agreement is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following
new Section 5(a):


 


(a) Base Salary.
Executive shall receive an annualized base salary of Two Hundred Eighty Thousand Dollars ($280,000) (“Base Salary”),
which shall become effective as of June 7, 2018 (the “New Effective Date”) and be prorated for any partial years
of employment. Additionally, the Company will review Executive’s Base Salary at least annually during the Employment Period,
and, in the sole discretion of the Board, may increase (but not decrease) such Base Salary from time to time, but shall not be
obligated to effectuate such an increase. Executive’s Base Salary shall be subject to all appropriate federal and state withholding
taxes and shall be payable in accordance with the Company’s standard payroll procedures.


 


2. Section 5(b) of
the Employment Agreement is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following
new Section 5(b):


 


(b)
Bonus Compensation.


 


(i) For
the 2018 calendar year, Executive shall be eligible to receive an annual incentive bonus (the “Annual Incentive Bonus”)
of up to Ninety Thousand Dollars (US $90,000) as follows:


 


(A) Forty-Five
Thousand Dollars (US $45,000) of the Annual Incentive Bonus shall be paid to Executive during the annual review period (generally
January or February) in 2019, provided Executive is employed by the Company on the date the Annual Incentive Bonus is paid; and


 



     

     


    

 


(B) The
Board shall determine, in its sole discretion, what, if any, portion of the remaining Forty-Five Thousand Dollars (US $45,000)
of the Annual Incentive Bonus should be paid to Executive, and the Company shall pay such additional amount (if any) at the same
time as the guaranteed portion described above in (A), provided that Executive is employed by the Company on the date the Annual
Incentive Bonus is paid. If the benchmarks and/or targets applicable to the Annual Incentive Bonus have not been established and
communicated to Executive as of the New Effective Date, then as soon as practicable after the New Effective Date, the CEO will
endeavor in good faith to formulate benchmarks and/or targets on the basis of which the portion of the Annual Incentive Bonus subject
to this subsection (B) will be determined, and the CEO will promptly communicate those benchmarks and/or targets, in writing, to
Executive.


 


(ii) Annual
incentive bonuses awarded to Executive for subsequent calendar years, if any, shall be determined by the Board, based on criteria
to be established jointly by the CEO and Executive. Each such annual incentive bonus shall be payable during the annual review
period (generally January or February) in the calendar year following the calendar year to which the annual incentive bonus relates,
provided Executive is employed by the Company on such payment date. For the avoidance of doubt, Executive’s receipt of an
annual incentive bonus in one calendar year does not guarantee that Executive will receive an annual incentive bonus in any subsequent
calendar year, and the amounts and payment provisions applicable to any such annual bonus shall be within the Board’s complete
discretion.


 


(iii) Executive
shall be eligible to receive additional bonus payments upon the achievement of certain performance goals as described in that certain
Technology Services Agreement (the “ProximaX Agreement”), dated March 21, 2018, by and between the Company
and ProximaX Limited, a Gibraltar private company (“ProximaX”), of up to Two Hundred Thousand Dollars (US $200,000)
(the “ProximaX Bonus”) as follows:


 


(A) One
Hundred Thousand Dollars (US $100,000) of the ProximaX Bonus shall be paid to Executive as soon as administratively practicable,
and in no event later than the Company’s next regularly scheduled payroll date, following the New Effective Date, provided
Executive is employed by the Company on the date such bonus is paid;


 


(B) Fifty
Thousand Dollars (US $50,000) of the ProximaX Bonus shall be paid to Executive as soon as administratively practicable, and in
no event later than the Company’s next regularly scheduled payroll date, following the date the CEO or the Board, as applicable,
determines, in his or its discretion, that the Research and Development and Code Development Milestone #2, as described in Exhibit A
to the ProximaX Agreement, has been achieved, and provided Executive is employed by the Company on the date such bonus is paid;
and


 



    	 	2	 



     


    

 


(C) Fifty
Thousand Dollars (US $50,000) of the ProximaX Bonus shall be paid to Executive as soon as administratively practicable, and in
no event later than the Company’s next regularly scheduled payroll date, following the date the CEO or the Board, as applicable,
determines, in his or its discretion, that the Research and Development and Code Development Milestone #3, as described in Exhibit A
to the ProximaX Agreement, has been achieved, and provided Executive is employed by the Company on the date such bonus is paid.


 


(iv) Executive
shall be eligible to receive an additional cash bonus equal to two percent (2%) of any future cash proceeds paid to the Company
by ProximaX in excess of the $10 million in payments described in Section 2 of Exhibit A to the ProximaX Agreement,
which bonus shall be paid to Executive as soon as administratively practicable, following the date such proceeds are received by
the Company, and provided Executive is employed by the Company on the date such bonus is paid.


 


(v) The
compensation payable to Executive pursuant to this Section 5(b) shall be subject to all appropriate federal and state withholding
taxes and shall be payable in accordance with the Company’s standard payroll procedures.


 


3. Except as expressly
amended by this Amendment, the Employment Agreement shall continue in full force and effect in accordance with the provisions thereof.


 


[Remainder of Page Intentionally Left
Blank;


Signature Page Follows]


 




    	 	3	 



     


    

 


IN WITNESS WHEREOF,
the Company and Executive have executed, or caused to be executed, this Amendment to be effective as of the Effective Date.


 


	 	PEERSTREAM, INC.
	 	 
	 	By: 	/s/ Alexander Harrington
	 	Name:	Alexander Harrington
	 	Title:	Chief Executive Officer
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Eric Sackowitz
	 	Name:  Eric Sackowitz


 


Signature Page to


First Amendment to Employment Agreement