Exhibit 10.12


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered into as of February 28, 2019, with an effective date of January 1, 2019 (the
“Effective Date”), by and between AudioEye, Inc., a Delaware corporation with an address at 5210 East Williams
Circle, Suite 750, Tucson, Arizona 85711 (the “Company”), and Lonny Sternberg, a natural person (“Executive”).


 


WITNESSETH:


 


WHEREAS, Executive desires to be employed
by the Company as its Chief Operating Officer (the “Position”) and the Company wishes to employ Executive in
such capacity;


 


NOW, THEREFORE, in consideration of the
foregoing recitals and the respective covenants and agreements of the parties contained in this document, the Company and Executive
hereby agree as follows:


 


1.           Employment
and Duties.  The Company agrees to employ and Executive agrees to serve in the Position.  The duties and
responsibilities of Executive shall include the duties and responsibilities as the Board of Directors of the Company (the “Board”),
the Executive Chairman or the Chief Executive Officer may from time to time reasonably assign to Executive.


 


Executive shall devote all of his business
time, attention, and energies to the business of the Company, provided that nothing in this Section 1 shall prohibit Executive
from (a) serving as a director or trustee of any charitable or educational organization or (b) engaging in additional activities
in connection with personal investments and community affairs, as long as these additional activities do not materially interfere,
individually or collectively, with the performance of the duties and responsibilities of Executive, and these activities are not
inconsistent with Executive’s duties under this Agreement and do not violate the terms of Section 13.


 


2.           Term.  The
term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Term”)
unless earlier terminated pursuant to Section 6 or Section 11. If Executive’s employment with the Company continues after
the expiration of the Term, then any such employment after the Term shall be on an at will basis, meaning that either Executive
or the Company may terminate the employment relationship and this Agreement at any time, for any or no reason, subject to the notice
requirements in Section 11(g) of this Agreement.  “Employment Period” shall mean the period that Executive
is employed by the Company.


 


3.           Place
of Employment.  Executive’s job site shall be in Tucson, Arizona (the “Job Site”).  The
parties acknowledge, however, that Executive may be required to travel in connection with the performance of his duties hereunder.


 




     


     


    

 


4.           Base
Salary.  For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive
during the Employment Period a base salary (the “Base Salary”) at an annual rate of $190,000.  The
Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.


 


5.           Bonuses.  During
the Employment Period, the Board or the Compensation Committee of the Board (the “Compensation Committee”) in
its sole discretion may grant to Executive a bonus or bonuses.


 


6.           Severance
Compensation.  The Company may terminate Executive’s employment during the Term by providing written notice
of the termination date pursuant to Section 11(g), subject to any additional notice requirements for a termination for “Cause”
set forth in Section 11(c)(2). Upon termination of Executive’s employment prior to expiration of the Term, unless Executive’s
employment is (i) terminated for Cause, (ii) terminated as a result of Death or Disability or (iii) Executive terminates his employment
without Good Reason, then:


 


(a)           Executive
shall be entitled to receive (i) Base Salary earned through the termination date; (ii) reimbursement of reasonable expenses paid
or incurred by Executive in connection with and related to the performance of his duties and responsibilities for the Company during
the period ending on the termination date, (iii) any accrued but unused vacation time through the termination date in accordance
with Company policy, and (iv) an amount equal to Executive’s Base Salary (the “Separation Payment”), during
the prior twelve (12) months (the “Separation Period”), provided that Executive executes an agreement releasing
Company and its affiliates from any liability associated with Executive’s employment with the Company in form and terms satisfactory
to the Company and that all time periods imposed by law permitting cancellation or revocation of such release by Executive shall
have passed or expired; and subject to anything to the contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially
equal installments over the course of the twelve (12) months following the date of termination in accordance with the customary
payroll practices of the Company.


 


7.           Equity
Awards.  Executive shall be eligible for such grants of awards under the AudioEye, Inc. 2012 Incentive Compensation
Plan (or any successor or replacement plan adopted by the Board and approved by the stockholders of the Company, the “Plan”)
as the Compensation Committee may from time to time determine (the “Share Awards”).  Share Awards
shall be subject to the applicable Plan terms and conditions; provided, however, that Share Awards shall be subject to any additional
terms and conditions as are provided herein or in any award agreement, which shall supersede any conflicting provisions governing
Share Awards provided under the Plan.


 




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8.           Clawback
Rights.  All amounts paid to Executive by the Company (other than Executive’s Base Salary and reimbursement
of expenses pursuant to paragraph 9 hereof) during the Employment Period and any time thereafter and any and all stock based compensation
(such as options and equity awards) granted during the Employment Period and any time thereafter (collectively, the “Clawback
Benefits”) shall be subject to “Clawback Rights” and to Executive’s repayment of or surrender
to the Company the Clawback Benefits during the period that Executive is employed by the Company and upon the termination of Executive’s
employment, for a period of three (3) years thereafter, if any of the following events occur. If a restatement (a “Restatement”)
of any financial results from which any Clawback Benefits to Executive shall have been determined (such restatement resulting from
material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not
include a restatement of financial results resulting from subsequent changes in accounting pronouncements or  requirements
which were not in effect on the date the financial statements were originally prepared), then Executive agrees to immediately repay
or surrender upon demand by the Company any Clawback Benefits which were determined by reference to any Company financial results
which were later restated, to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have
been paid, based on the restatement of the Company’s financial information.  All Clawback Benefits amounts resulting
from such Restatements shall be retroactively adjusted by the Compensation Committee to take into account the restated results.
If any such excess portion of the Clawback Benefits resulting from such restated results is not so repaid or surrendered by Executive
within ninety (90) days of the revised calculation being provided to Executive by the Company following a publicly announced restatement,
then the Company shall have the right to take any and all action to effectuate such adjustment.


 


The amount of Clawback Benefits to be repaid
or surrendered to the Company shall be determined by the Compensation Committee and applicable law, rules and regulations.  All
determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Company and
Executive.  The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements
conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd
Frank Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the
Dodd Frank Act and any and all rules and regulations promulgated thereunder from time to time in effect.  Accordingly,
the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the
Dodd Frank Act and such  rules and regulation as hereafter may be adopted and in effect.


 


9.           Expenses.  Executive
shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other
expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its
senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that Executive
shall properly account for such expenses in accordance with Company policies and procedures.


 


10.         Other
Benefits; Vacation.  During the Employment Period, Executive shall be eligible to participate in incentive, stock
purchase, savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision,
life (including accidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”),
in substantially the same manner and at substantially the same levels as the Company makes such opportunities available to the
Company’s managerial or salaried executive employees.  During the Employment Period, Executive shall be entitled
to accrue, on a pro rata basis, twenty (20) paid vacation days per year, which if not taken will accrue and be carried forward.
Vacation shall be taken at such times as are mutually convenient to Executive and the Company and no more than twenty (20) consecutive
days shall be taken at any one time without the advance written approval of the Chief Executive Officer.


 




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11.         Termination
of Employment.


 


(a)           Death.  If
Executive dies during the Employment Period, this Agreement and Executive’s employment with the Company shall automatically
terminate and the Company shall have no further obligations to Executive or his heirs, administrators or executors with respect
to compensation and benefits accruing thereafter, except for the obligation to pay to Executive’s heirs, administrators or
executors any earned but unpaid Base Salary, reimbursement of any and all reasonable expenses paid or incurred by Executive in
connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the
termination date and any accrued but unused vacation time through the termination date in accordance with Company policy.  The
Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.  


 


(b)          Disability.  In
the event that, during the Employment Period Executive shall be prevented from performing his duties and responsibilities hereunder
to the full extent required by the Company by reason of Disability (as defined below), this Agreement and Executive’s employment
with the Company shall automatically terminate and the Company shall have no further obligations or liability to Executive or his
heirs, administrators or executors with respect to compensation and benefits accruing thereafter, except for the obligation to
pay Executive or his heirs, administrators or executors any earned but unpaid Base Salary, reimbursement of any and all reasonable
expenses paid or incurred by Executive in connection with and related to the performance of his duties and responsibilities for
the Company during the period ending on the termination date and any accrued but unused vacation time through the termination date
in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including
income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with the Company. For
purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance
by Executive, with or without reasonable accommodation, of his duties and responsibilities hereunder for a total of sixty five
(65) business days during any twelve (12) consecutive months.


 


(c)           Cause.


 


(1)           At
any time during the Employment Period, the Company may terminate this Agreement and Executive’s employment hereunder for
Cause. For purposes of this Agreement, “Cause” shall consist of a termination due to the following, as specified
in the written notice of termination (and in each case following written notice a failure by Executive to cure within thirty (30)
days of such notice except as to clauses (E) or (F) which shall not be subject to cure): (A) Executive’s failure to substantially
perform the fundamental duties and responsibilities associated with Executive’s position for any reason other than a physical
or mental disability, including Executive’s failure or refusal to carry out reasonable instructions; (B) Executive’s
material breach of any material written Company policy; (C) Executive’s gross misconduct in the performance of Executive’s
duties for the Company; (D) Executive’s material breach of the terms of this Agreement; (E) being arrested or charged with
any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct
or character that the Board reasonably concludes is inconsistent with continued employment; or (F) any criminal conduct that is
a “statutory disqualifying event” (as defined under federal securities laws, rules and regulations).


 




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(2)           Prior
to any termination for Cause, Executive will be given five (5) business days written notice specifying the alleged Cause event
and will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event,
and after such hearing, there is at least a majority vote of the full Board to terminate him for Cause.  After providing
the notice in foregoing sentence, the Board may suspend Executive with full pay and benefits until a final determination pursuant
to this Section 11(c) has been made.


 


(3)           Upon
termination of this Agreement for Cause, the Company shall have no further obligations or liability to Executive or his heirs,
administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any
earned but unpaid Base Salary, reimbursement of any and all reasonable expenses paid or incurred by Executive in connection with
and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date,
and any accrued but unused vacation time through the termination date in accordance with Company policy.  The Company
shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.


 


(d)           Good
Reason and Without Cause.


 


(1)           At
any time during the term of this Agreement, subject to the conditions set forth in Section 11(d)(2) below, Executive may terminate
this Agreement and Executive’s employment with the Company for “Good Reason.”  For purposes of this
Agreement, “Good Reason” shall mean any of the following actions taken by the Company or a successor corporation
or entity without Executive’s consent: (A) material reduction of Executive’s base compensation; (B) material reduction
in Executive’s title, authority, duties or responsibilities; (C) failure or refusal of a successor to the Company to materially
assume the Company’s obligations under this Agreement in the event of a Change of Control as defined in Section 11(f)(ii);
(D) relocation of Executive’s Job Site that results in an increase in Executive’s one-way driving distance by
more than fifty (50) miles from Executive’s then-current principal residence; or (E) any other material breach by the
Company of this Agreement.


 


(2)           Executive
shall not be entitled to terminate this Agreement for Good Reason unless and until he or she shall have delivered written notice
to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to
terminate this Agreement and his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances
claimed to provide the basis for such termination for Good Reason, the Company shall not have eliminated the circumstances constituting
Good Reason within thirty (30) days of its receipt from Executive of such written notice, and Executive, in fact, terminates this
Agreement and his employment with the Company for Good Reason within 120 days following the initial existence of the event triggering
Good Reason.


 




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(3)           In
the event that Executive terminates this Agreement and his employment with the Company for Good Reason or the Company terminates
this Agreement and Executive’s employment with the Company without Cause, the Company shall pay or provide to Executive (or,
following his death, to Executive’s heirs, administrators or executors) the Separation Payment amount.  The Company
shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.


 


(4)           Notwithstanding
anything herein to the contrary, the benefits to Executive under this Agreement shall be reduced by the amount of any insurance
proceeds payable to Executive, as determined by the Company, but only to the extent that such reduction would not cause adverse
tax consequences under Section 409A of the Code (as defined below).


 


(e)           Without
“Good Reason” by Executive.  At any time during the term of this Agreement, Executive shall be entitled
to terminate this Agreement and Executive’s employment with the Company without Good Reason by providing prior written notice
of at least thirty (30) days to the Company.  Upon termination by Executive of this Agreement or Executive’s employment
with the Company without Good Reason, the Company shall have no further obligations or liability to Executive or his heirs, administrators
or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any earned but unpaid
Base Salary, reimbursement of any and all reasonable expenses paid or incurred by Executive in connection with and related to the
performance of his duties and responsibilities for the Company during the period ending on the termination date, and any accrued
but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments
made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.


 


(f)           Change
of Control.  For purposes of this Agreement, “Change of Control” shall mean the occurrence of
any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly,
indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended) of 50.1% or more of the shares of the outstanding common stock of the Company,
whether by merger, consolidation, sale or other transfer of shares of Company common stock (other than a merger or consolidation
where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities
of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company
or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute
the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning
of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute
at least a majority of the Board; provided, however, that the following acquisitions shall not constitute a Change
of Control for the purposes of this Agreement: (A) any acquisitions of Company common stock or securities convertible, exercisable
or exchangeable into Company common stock directly from the Company, or (B) any acquisition of Company common stock or securities
convertible, exercisable or exchangeable into Company common stock by any employee benefit plan (or related trust) sponsored by
or maintained by the Company.


 




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(g)           Any
termination of Executive’s employment by the Company or by Executive (other than termination by reason of Executive’s
death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement,
a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated, provided, however, failure to provide timely notification
shall not affect the employment status of Executive.


 


12.         Confidential
Information.


 


(a)           Disclosure
of Confidential Information. Executive recognizes, acknowledges and agrees that he or she has had and will continue to have
access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses (“Confidential
Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply,
customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter
become part of the public domain, or become known to others through no fault of Executive.  Executive acknowledges that
such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him
in confidence.  In consideration of the obligations undertaken by the Company herein, Executive will not, at any time,
during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by Executive during
the course of his employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions
of this Section 12 shall survive the termination of Executive’s employment hereunder for a period of three (3) years. Information
will not be deemed to be Confidential Information if: (i) the information was in Executive’s possession or within Executive’s
knowledge before the Company disclosed it to Executive; (ii) the information was or became generally known to those who could take
economic advantage of it; (iii) Executive obtained the information from a third party that was not known by Executive to be bound
by a confidentiality agreement or other obligation of confidentiality to the Company or any other party with respect to such information;
or (iv) Executive is required to disclose the information pursuant to legal process (e.g. a subpoena), provided that Executive
notifies the Company promptly upon receiving or becoming aware of such legal process.


 


(b)           Executive
affirms that he or she will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s)
in providing services to the Company or its subsidiaries.


 




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(c)           In
the event that Executive’s employment with the Company terminates for any reason, Executive shall deliver forthwith to the
Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided,
however, Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited
to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing
his compensation or relating to reimbursement of expenses, (iii) information that he or she reasonably believes may be needed for
tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.


 


(d)           Notwithstanding
any provision of this Agreement to the contrary, under 18 U.S.C. §1833(b), “An individual shall not be held criminally
or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose
of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal.” Nothing in this Agreement or any other Company policy is intended
to conflict with this statutory protection, and no Company director, officer, or member of management has the authority to impose
any rule to the contrary.


 


13.         Non-Competition
and Non-Solicitation.


 


(a)           Executive
agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary to protect the Company’s
legitimate proprietary interests and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the
technology, software and related products and services developed or provided by the Company and its affiliates relating to ADA-related
and other digital accessibility compliance requirements and enhancements (the “Business”) are or are intended to be
sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (the “Territory”)
(to the extent the Company comes to operate, either directly or through the engagement of a distributor or joint or co-venturer,
or sell a significant amount of its products and services to customers located, in areas other than the United States during the
Employment Period, the definition of Territory shall be automatically expanded to cover such other areas in which the Company did
business at any time during the last year of Employee’s employment with the Company). If that geographical scope of the Territory
is deemed by a court of competent jurisdiction to be overly broad, then the Territory extends to the United States, Guam and Puerto
Rico; or if that geographical scope is deemed by a court to be overly broad, then the Territory extends to the United States; or
if that geographical scope is deemed by a court of competent jurisdiction to be overly broad, then the Territory extends to Pima
County, Arizona and Maricopa County, Arizona. Executive further acknowledges and agrees that the Territory, scope of prohibited
competition with the Business, and time duration set forth in the non-competition restrictions set forth below are reasonable and
necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests
of, the Company, its affiliates and/or its clients or customers.  The provisions of this Section 13 shall survive the
termination of Executive’s employment hereunder.


 




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(b)           Executive
hereby agrees and covenants that he or she shall not without the prior written consent of the Company, directly or indirectly,
in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder,
officer, director or any other individual or representative capacity (other than (i) as a holder of less than ten (10%) percent
of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner,
passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may
hold an equity or debt position in portfolio companies that are competitive with the Company’s Business; provided however,
that Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with
respect to such portfolio companies), or whether on Executive’s own behalf or on behalf of any other person or entity or
otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within
the Territory:


 


(1)           Engage,
own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management,
operation or control of any business in competition with the Business of the Company;


 


(2)           Recruit,
solicit or hire, or attempt to recruit, solicit or hire, any current or former employee, or independent contractor of the Company
who was employed by or contracted with the Company any time during the final year of Executive’s employment with the Company,
to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor
is party to an employment agreement, for the purpose of competing with the Business of the Company;


 


(3)           Attempt
in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact with or knowledge
of during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive
with the Company’s Business with such customer or to persuade or attempt to persuade any such customer to cease to do business
or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer
elects to move its business to a person other than the Company, provide any services of the kind or competitive with the Business
of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other
person; or


 


(4)           Interfere
with the Company’s Business or with any relationship, contractual or otherwise, between the Company and any other party,
including, without limitation, any employee, customer, supplier, distributor, co-venturer or joint venturer of the Company, for
the purpose of soliciting such other party to discontinue or reduce its business with the Company.


 




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With respect to the activities described
in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and
until one (1) year following the termination of this Agreement or of Executive’s employment with the Company (including upon
expiration of this Agreement), whichever occurs later; provided, however, that if this Agreement or Executive’s employment
is terminated by Executive for Good Reason or by the Company without Cause, then the restrictions of this Section 13(b) shall terminate
concurrently with the termination and shall be of no further effect.  In the event that any provision of this Section 13
is determined by a court of competent jurisdiction to be unenforceable, such provision shall not render the entire Section unenforceable
but, to the extent possible, the court may appropriately blue pencil the Section to render such provision enforceable.


 


14.         Inventions.  All
systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived
by Executive during Executive’s employment by the Company that (i) are directly relevant to the Company’s business
as then constituted, (ii) are developed as a part of the tasks and assignments that are the duties and responsibilities of Executive,
and (iii) were created using substantially the Company’s resources, such as time, materials and space, shall be and continue
to remain the Company’s exclusive property, without any added compensation or any reimbursement for expenses to Executive,
and upon the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete
it, Executive promises and agrees that Executive will immediately disclose it to the Company and to no one else and thenceforth
will treat it as the property and secret of the Company. Executive will also execute any instruments requested from time to time
by the Company to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request
of the Company, do such acts and execute such instruments as the Company may require, but at the Company’s expense to obtain
patents, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement and
for the purpose of vesting title thereto in the Company, all without any reimbursement for expenses (except as provided in Section
9 or otherwise) and without any additional compensation of any kind to Executive.


 


15.         Section
409A.


 


The provisions of this Agreement are intended
to comply with or meet an exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner
consistent with the requirements for avoiding taxes or penalties under Section 409A.  The Company and Executive agree
to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary,
appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under
Section 409A.


 


To the extent that Executive will be reimbursed
for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement,
or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses
reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related
to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following
the taxable year in which you incurred the expense.


 




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A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon
or following a termination of employment unless such termination constitutes a “Separation from Service” within the
meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,” “termination
of employment” or like terms shall mean Separation from Service.


 


Each installment payable hereunder shall
constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).  Each
payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4)
is intended to meet the “short-term deferral” rule.  Each other payment is intended to be a payment upon
an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the
maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section
409A.


 


Notwithstanding anything to the contrary
in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A, any payment otherwise
due to Executive on or within the six (6) month period following Executive’s termination will accrue during such six (6)
month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date
of Executive’s termination of employment, to the extent required to avoid any adverse tax consequences under Section 409A.  Any
remaining payment(s), will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s
termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of Executive’s death and all other amounts will be payable in accordance with the payment schedule
applicable to each payment or benefit, to the extent and in a manner consistent with Section 409A.


 


16.         Miscellaneous.


 


(a)           Executive
acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary
character and that it would be difficult or impossible to replace such services.  Furthermore, the parties acknowledge
that monetary damages alone would not be an adequate remedy for any breach by Executive of Section 12 or Section 13 of this Agreement.
Accordingly, Executive agrees that any breach by Executive of Section 12 or Section 13 of this Agreement shall entitle the Company,
in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such
breach. The parties understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable
and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in
whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part
as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in
the jurisdiction in which the Company seeks enforcement thereof, such restriction shall be limited to the extent permitted by law.
The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that
the Company may have at law or in equity.


 




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(b)           Neither
Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written
consent of the other; provided, however, that the Company shall have the right to delegate its obligation of payment of all sums
due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder.


 


(c)           During
the term of this Agreement, the Company (i) shall indemnify and hold harmless Executive and his heirs and representatives as, and
to the extent, provided in the Company’s bylaws and (ii) shall cover Executive under the Company’s directors’
and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.


 


(d)           This
Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to Executive’s
employment by the Company, supersedes all prior understandings and agreements, whether oral or written, between Executive and the
Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged (it
being understood that, pursuant to Section 7, Share Awards shall govern with respect to the subject matter thereof). The invalidity
or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No
waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same time or any prior or subsequent time.


 


(e)           This
Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors,
heirs, beneficiaries and permitted assigns.


 


(f)            The
headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


(g)           All
notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage
prepaid, or by reputable national overnight delivery service (e.g. Federal Express) for overnight delivery to the Company at its
principal executive office or to Executive at his address of record in the Company’s records, or to such other address as
either party may hereafter give the other party notice of in accordance with the provisions hereof.  Notices shall be
deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business
day after deposited with an overnight delivery service for overnight delivery.


 




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(h)           This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without reference to
principles of conflicts of laws and each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of
the federal and state courts located in the County of Pima, State of Arizona.


 


(i)            This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth
above.


 


(j)            Executive
represents and warrants to the Company that he or she has the full power and authority to enter into this Agreement and to
perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations
hereunder will not conflict with any agreement to which Executive is a party.


 


(k)           The
Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform
its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder
will not conflict with any agreement to which the Company is a party.


 


[Remainder of page intentionally left
blank; signature page follows.]


 




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IN WITNESS WHEREOF, Executive and the Company
have caused this Executive Employment Agreement to be executed as of the date first above written.


 


	 	THE COMPANY:
	 	 	 
	 	AUDIOEYE, INC.
	 	 	 
	 	By:	/s/ Todd A. Bankofier
	 	 	Name:       Todd Bankofier
	 	 	Title:         Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ Lonny Sternberg
	 	Lonny Sternberg


 




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