Exhibit 10-b



 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (this “Agreement”), dated as of this 18th day of July, 2014, is entered into
by and between Marilu Brassington (“Executive”) and Bitzio, Inc., a Nevada corporation (the “Company”).


 


RECITALS


 


WHEREAS, Executive
and the Company have entered into a Share Exchange Agreement pursuant to which the Company is purchasing E-Motion Apparel, Inc.
from Executive and others, and said agreement contemplates that the parties will enter into this Employment Agreement.


 


WHEREAS, the Company
believes that the future growth, profitability and success of the business of the Company will be significantly enhanced by the
employment of Executive as Chief Financial Officer and as Chief Executive Officer of its subsidiary, E-Motion Apparel, Inc.


 


WHEREAS, subject
to the terms and conditions of this Agreement, the Company desires to employ the Executive, and the Executive desires to accept
such employment with the Company.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:


 


I.
DEFINITIONS


 


1.1 Certain Definitions.
Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth below:


 


(a) “Act”
means the California General Corporation Law, as amended from time to time.


 


(b) “Agreement”:
has the meaning set forth in the introductory paragraph.


 


(c) “Board”: means the
Board of Directors of the Company.


 


(d) “Business
Day”: means any day other than a Saturday or Sunday or a day on which the Federal Reserve Bank of New York is closed.


 




    	 



    	 



    


 


(e) “Cause”:
means (i) the willful failure of Executive to perform substantially Executive’s duties with the Company (as described in
Section 2.2) or to follow a lawful reasonable directive from the Board (other than any such failure resulting from incapacity due
to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Board which
specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s
duties or to follow a lawful reasonable directive and Executive is given a reasonable opportunity (not to exceed thirty (30) days)
to cure any such failure to substantially perform; or (ii) (A) any willful act of fraud, or embezzlement or theft by Executive,
in each case, in connection with Executive’s duties hereunder or in the course of Executive’s employment hereunder
or (B) Executive’s admission in any court, or conviction of, a felony involving moral turpitude, fraud, or embezzlement,
theft or misrepresentation of any statement or representation made by Executive hereunder. For the avoidance of doubt, no act or
failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by
Executive in bad faith and without reasonable belief that Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith
and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to Executive a copy of a resolution duly adopted by the Board at a meeting of the Board called
and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with
counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty
of the conduct described above, and specifying the particulars thereof in detail.


 


(f) “Company”: has the
meaning set forth in the introductory paragraph.


 


(g) “Disability”:
means a physical or mental incapacity as a result of which Executive becomes unable to continue to perform fully her duties under
this Agreement for 90 consecutive calendar days or for shorter periods aggregating 90 or more days in any 12-month period or upon
the determination by a physician selected by Executive on account of Executive’s mental or physical incapacity that Executive
will be unable to return to work and perform her duties on a full-time basis within 90 calendar days following the date of such
determination, , provided that, notwithstanding the foregoing, in the event that the Company does not provide or fails to make
applicable payments or contributions under any worker’s compensation or disability program(s), including California State
Disability Insurance, a Disability shall not include any physical or mental incapacity resulting from any work related injury or
accident.


 


(h) “Effective Date”:
means July 18, 2014.


 


(i) “Executive”: has
the meaning set forth in the introductory paragraph.


 


(j) “Employment Period”:
has the meaning set forth in Section 2.1.


 


(k) “Good Reason”:
means, without Executive’s express written consent, the occurrence of any of the following circumstances unless, in the case
of paragraphs (i), (iii), (iv) or (vi), such circumstances are fully corrected prior to the date of termination specified in the
written notice given by Executive notifying the Company of her resignation for Good Reason:


 


(i)
The assignment to Executive of any duties inconsistent with her status as Chief Financial Officer of the Company and Chief Executive
Officer E-Motion Apparel, Inc. or an adverse alteration in the nature or status of her responsibilities;


 




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(ii)
The failure of Executive to be elected/re-elected as a member of the board of directors of E-Motion Apparel, Inc.;


 


(iii) The relocation of the
Company’s principal executive offices or of the principal executive offices of E-Motion Apparel, Inc. to a location outside
Southern California, or the Company’s requiring Executive either: (i) to be based anywhere other than at one of the aforesaid
offices; or (ii) to relocate her primary residence outside of California; or


 


(iv) The failure by the
Company to pay to Executive any material portion of her compensation, except pursuant to a compensation deferral elected by
Executive.


 


(l) “Person”:
means an individual, a corporation, a partnership, a limited liability company, an association, a trust, a joint stock company,
a joint venture, an unincorporated organization or any federal, state, county, city, municipal or other local or foreign government
or any subdivision, authority, commission, board, bureau, court, administrative panel or other instrumentality thereof.


 


(m) “Profit Share”:
has the meaning set forth in Section 2.3(b). “


 


(n) “Salary”: has the
meaning set forth in Section 2.3(a). “


 


(o) “Termination Date”:
has the meaning set forth in Section 2.1.


 


II.
TERMS OF EMPLOYMENT


 


2.1 Employment Period.
Executive’s employment under this Agreement will commence on the Effective Date and shall continue until the fifth anniversary
of the Effective Date, unless sooner terminated in accordance with Section 2.5. The period of Executive’s employment under
this Agreement as determined under the preceding sentence is referred to herein as the “Employment Period,”
and the date on which such employment terminates pursuant to this Section 2.1 or Section 2.5 is referred to herein as the “Termination
Date.”


 


2.2 Duties During Employment
Period. Executive will be employed by the Company as the Chief Financial Officer and Treasurer of the Company. Executive will
also serve as the Chief Executive Officer of E-Motion Apparel, Inc. Executive will report to the Chief Executive Officer of the
Company and to the Board. In such capacities, Executive will perform such duties and exercise such powers as are set forth in the
Act or as reasonably assigned to Executive by the Board or by the Chief Executive Officer from time to time. Executive will also
serve as a member of the Board without additional compensation when so appointed. Executive shall devote her full business time
and attention to her duties hereunder, except that Executive may serve on advisory boards or the board of directors of other companies
if such service does not substantially interfere with her duties to the Company or create a conflict of interest.


 




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2.3 Compensation.


 


(a) Salary. For Executive’s
services under this Agreement, the Company will pay to Executive an annual salary (“Salary”). The annual
Salary will be One fifty Thousand Dollars ($150,000). The Board may review the amount of the Salary in six months, and the Board
may adjust the Salary upwards after any such review, with any such upward adjustments effective as of the dates determined by the
Board. There will be no diminution of the Salary (as increased from time to time). Executive’s Salary will be payable to
Executive periodically, but not less frequently than once a month. During the period from the Effective Date through May 31, 2015,
the Company will defer payment of $8,500 per month and pay only $4,000 per month in cash, provided that portions approved by Executive
of the salaries of the Company’s other executive officers are likewise deferred. The Company’s obligation to pay the
deferred portion will be satisfied by issuing to Executive on June 1, 2015 59,500,000 shares of the Company’s common stock,
representing deferred salary of $89,250 converted to shares at $0.0015 per share


 


(a-1) Salary Deferral.
Executive agrees that the Company may defer payment of up to two-thirds of her salary, provided that portions approved by
Executive of the salaries of the other three executive officers are likewise deferred. The deferral will continue until the earlier
of the date on which the Board of Directors determines that the Company’s anticipated cash flow is adequate to terminate
the deferrals or the date on which the Company ceases to defer the salary of any of the executive officers in the proportions
agreed upon. The deferral may not be renewed, once terminated, without Executive’s written consent. The deferred portion
may be converted to shares at the discretion of the executive at $0.0015 per share.


 


(b) Profit Share.
Thirty days after the end of each half-calendar year (i.e. on January 30 and July 30 of each year), the Company will pay Executive
an amount equal to five percent (5%) of the contribution margin realized during the preceding half-year from sales to the Existing
Customers. Contribution margin will be measured in a manner consistent with general accounting principles. The “Existing
Customers” consist of all entities that submitted purchase orders to E-Motion Apparel, Inc. during the twenty-four
months preceding the Effective Date.


 


c) Equity Interest.
Promptly after the execution of this Agreement, the executive will be issued 50,000,000 shares of the Company’s common stock
which will vests over 2 year period, with 1/8 of such shares vesting every quarter.


 


(d) Deductions and Withholdings.
All amounts payable or that become payable under this Agreement will be subject to any deductions and withholdings required by
law.


 


2.4 Benefits.


 


(a) Benefits. Except
as otherwise addressed in this Section 2.4, during the Employment Period, Executive shall be entitled to participate in all pension,
medical, retirement and other benefit plans and programs generally available to the Company’s senior officers, including
participation in incentive compensation programs such as, but not limited to, bonus programs and stock options. The Company will
adopt a stock option program during 2014 for the benefit of executives and key employees.


 




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(b) Vacation. Executive
shall be entitled to paid vacation time of our (_4_) weeks per fiscal year taken in accordance with the vacation policy of the
Company as applicable to all executives and key employees of the Company. Executive shall also be entitled to all paid holidays
and to reasonable sick leave in accordance with the policies of the Company applicable to its executive management. Executive will
accrue vacation pro rata on a monthly basis so long as Executive’s total accrued vacation does not exceed eight (_8_) weeks.
Should Executive’s accrued vacation time reach 8 weeks, Executive will cease to accrue vacation until Executive’s accrued
vacation time falls below that level.


 


(c) Expenses. Subject to compliance with
the Company’s policies as from time to time in effect regarding the incurrence, substantiation and verification of business
expenses during the Employment Period, the Company will pay or reimburse Executive for all reasonable expenses incurred in connection
with the performance of Executive’s duties under this Agreement or for promoting, pursuing or otherwise furthering the business
of the Company, including Executive’s reasonable expenses for travel, entertainment and similar items.


 


2.5 Termination. Executive acknowledges
and agrees that Executive’s right to compensation under this Agreement terminates at the end of the Employment Period, except
as otherwise provided in this Agreement or by law.


 


(a) Termination by the Company for Cause or
Resignation without Good Reason.


 


(i) The Company will have the right to terminate
Executive’s employment under this Agreement for Cause upon ten (10) days prior written notice to Executive and pursuant to
the definition of “Cause” as set forth in Section 1.1(e) hereof. Executive shall resign from the Board promptly after
the Company’s request, in the event Executive is so terminated or Executive resigns with or without Good Reason.


 


(ii) If Executive is terminated For Cause, or
if she resigns her position without Good Reason, then: (a) all of her rights and benefits under this Agreement shall thereupon
terminate and her employment shall be deemed terminated on the date of such termination or resignation; (b) she shall be entitled
to all accrued Salary, Profit Share, vested options, rights, payments and benefits earned, vested or paid on or before such date
under the Company’s plans and programs, but unvested Company stock options granted to Executive by the Company pursuant to
a Company stock option plan (“Company Stock Options”) will be deemed terminated; (c) her right to exercise
vested Company Stock Options will expire 180 days from the date of such termination or resignation, and all stock options not so
exercised will be deemed terminated; (d) the Company shall pay Executive within ten (10) days following the Termination Date all
accrued but unused vacation earned by Executive through the Termination Date and all unreimbursed expenses incurred by Executive
prior to the Termination Date; and (e) her right to indemnification under the Company’s charter and bylaws or pursuant to
the Act will continue in force. The Company shall make all payments due to Executive pursuant to this Section 2.5 promptly following
her last day of employment with the Company.


 




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(b) Termination by Death
of Executive. If Executive dies during the Employment Period, the Company will pay to such Person or Persons as Executive may
designate in writing or, in the absence of such designation, to the estate of Executive, the sum of (i) accrued but unpaid
Salary earned prior to Executive’s death, (ii) accrued but unused vacation earned prior to Executive’s death,
(iii) all unreimbursed expenses incurred by Executive prior to her death, (iv) all benefits they are entitled to under the
terms of the Company’s benefit plans and programs by reason of a participant’s death during active employment, including
applicable rights and benefits under the Company’s equity plans. Notwithstanding anything to the contrary contained in the
Company’s equity plan documents or in this paragraph, upon Executive’s death one hundred percent (100%) of Executive’s
unvested Company Stock Options, if any, will be deemed vested.


 


(c) Termination for Disability.
The Company will have the right to terminate Executive’s employment under this Agreement at any time upon the Disability
of Executive during the Employment Period. If Executive’s employment is terminated because of Executive’s Disability,
the Company will pay to Executive the sum of (i) accrued but unpaid Salary earned prior to Executive’s Disability, (ii) accrued
but unused vacation earned by Executive prior to Executive’s Disability and (iii) all unreimbursed expenses incurred
by Executive prior to her Disability. Notwithstanding such termination of employment, the Company shall continue to provide to
Executive the benefits of those Company plans under which Executive qualifies until the expiration of the term remaining in this
Agreement.


 


III.
MISCELLANEOUS


 


3.1 Assignment of Inventions.
Executive agrees to promptly make full written disclosure to the Company of all Inventions, and to assign to the Company all right,
title and interest in and to any and all Inventions. Executive further acknowledges that all Inventions are “works made for
hire” as that term is defined in the United States Copyright Act. As used herein, the term “Inventions” means
all original designs, works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or
registrable under copyright or similar laws, that Executive may individually or jointly conceive or develop or reduce to practice,
or cause to be conceived or developed or reduced to practice during the period of employment with the Company. The term “Inventions”
does not, however, apply to, and this Section 3.1 does not require an assignment of, any invention that the Executive develops
entirely on her own time without using the Company’s equipment, supplies, facilities, or trade secret information,


 


3.2 Notices. Any notice
to be given or to be served upon any Party in connection with this Agreement must be in writing and will be deemed to have been
given and received when delivered to the address specified by the Party to receive the notice. Any Party may, at any time by giving
five (5) days’ prior written notice to the other Party, designate any other address in substitution of the foregoing address
to which such notice will be given. Such notices will be given to a Party at the address specified below:


 




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	 	If to Company:	 
	 	 	 
	 	Bitzio, Inc.	 
	 	9625 Cozycroft Avenue, Suite A	 
	 	Chatsworth, CA 91311	 
	 	 	 
	 	If to Executive:	 
	 	 	 
	 	Marilu Brassington	 
	 	                                                                     	 
	 	                                                                    	 


 


Notices, requests and other
communications will be deemed given upon the first to occur of such item having been (a) delivered personally to the address
provided in this Section 3.2, (b)  by email, confirmed by one of the other means described in this Section 3.2, or (d) delivered
or refused by the recipient if sent by registered or certified mail, return receipt requested or by reputable national overnight
courier service in the manner described above to the address provided in this Section 3.2 (in each case regardless of whether
such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication
is to be delivered pursuant to this Section 3.2). Any Party from time to time may change its address, or other information
for the purpose of notices to that Party by giving notice specifying such change to the other Party.


 


3.3 Entire Agreement. This Agreement supersedes
all prior discussions and agreements, whether oral or written, between the Parties with respect to the subject matter hereof, and
contains the entire agreement between the Parties with respect to the subject matter thereof.


 


3.4 Waiver. Any term or condition of this
Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective
unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition and delivered
pursuant to Section 3.2. No waiver by any Party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.
All remedies, either under this Agreement or by applicable law or otherwise afforded, will be cumulative and not alternative.


 


3.5 Governing Law. This agreement shall
be governed by and construed in accordance with the laws of the State of California without regard to its principles of conflicts
of laws.


 


3.6 Waiver of Jury Trial. EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE AND FOR ANY COUNTERCLAIM
WITH RESPECT THERETO.


 




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3.7 Jurisdiction. Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may be brought in any court of competent jurisdiction in Los Angeles County, California or any federal court
sitting in Los Angeles County, California, and each of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the full extent permitted
by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any
such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided
in Section 3.2 will be deemed effective service of process on such party.


 


3.8 Successors and Assigns. The provisions
of this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided
that Executive may not assign, delegate or otherwise transfer any of her rights or obligations under this Agreement without the
prior written consent of the Company.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Bitzio, Inc.
	 	A Nevada corporation 
	 	 	 
	 	By:	/s/ Hubert Blanchette
	 	Name:	Hubert Blanchette
	 	Title:	Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Marilu Brassington
	 	Marilu Brassington




 


[Signature
Page to Employment Agreement]