Exhibit 10.33


 





EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into on July 29, 2014, and is effective for all purposes as of the
Effective Date (as defined below), by and between Staffing 360 Solutions, Inc., a Nevada corporation (the “Company”),
and Jeff R. Mitchell (the “Executive”).


 


RECITALS:


 


WHEREAS, the
Executive has heretofore been appointed as the Chief Financial Officer of the Company; and


 


WHEREAS, the
Company and the Executive now desire to enter into this Agreement to memorialize the terms and conditions under which the Executive
shall hereinafter serve as the Chief Financial Officer of the Company.


 


NOW, THEREFORE,
in consideration of the foregoing and of the respective mutual covenants and agreements set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:


 


1.                 
Certain Definitions. The following capitalized terms shall have the following meanings. All other capitalized terms
used herein shall have the meanings set forth in this Agreement.


 


(a)               
“Board” means the Company’s Board of Directors or any designated committee thereof.


 


(b)              
“Cause”: For purposes of this Agreement, the Company shall have “Cause” to terminate the
Executive’s employment hereunder for any of the following actions: (i) the Executive causing material harm to the Company
through (A) a material breach by the Executive of the terms and provisions of this Agreement (including, without limitation, Section
4 hereof) or (B) the commission by Executive of an act or acts of gross negligence, dishonesty, fraud or willful malfeasance in
the performance of his duties hereunder, (ii) Executive is indicted for, or convicted of, or pleads guilty or nolo contendere with
respect to, theft, fraud, a crime involving moral turpitude or a felony under federal or applicable state law, or (iii) the Executive’s
willful failure to perform his material duties under this Agreement (other than a failure due to Disability) after thirty (30)
day written notice specifying the failure, during which period the Executive shall have the opportunity to cure such failure (it
being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence
the cure promptly after such written notice and thereafter diligently prosecute such cure to completion).


 


(c)               
“Common Stock” means the shares of common stock, par value $0.00001 per share, of the Company.


 






    	 



    	 



    

 


(d)              
“Contract Year” shall be a calendar year.


 


(e)               
“Disability” shall mean the absence of the Executive from the Executive’s duties to the Company
for a total of 30 consecutive days, or 60 days during any one six month period as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by the Company and acceptable to the Executive or
the Executive’s legal representative (such agreement as to acceptability not to be withheld unreasonably).


 


(f)               
“Effective Date” means March 17, 2014.


 


(g)              
“Good Reason”: The Executive shall have Good Reason to resign from employment upon the occurrence of
any of the following events:


 


(i)                
any material adverse change in the Executive’s job titles, duties, responsibilities, perquisites granted hereunder,
or authority without his consent, including no longer reporting directly to the Chairman (whether Executive or Non-Executive) or
the Chief Executive Officer of the Company;


 


(ii)              
if the principal duties of the Executive are required to be performed at a location other than New York, New York without
his consent; or





(iii)            
a material breach of this Agreement by the Company, including without limitation, the failure to pay compensation or benefits
when due hereunder.


 


The Executive must provide to the Company
written notice of his resignation within ten (10) days following the occurrence of the event or events constituting Good Reason
and the Company shall have a period of thirty (30) days following its receipt of such notice (the “Cure Period”)
in which to cure such event or events. If the Company does not cure the event or events constituting the basis for Good Reason
by the end of the Cure Period, the Executive may resign from employment within seven (7) days immediately following the last day
of the Cure Period. A resignation or other voluntary termination of employment by the Executive that does not comply with the requirements
of this Section 1(g) shall not constitute termination for Good Reason.


 


(h)              
 “Section 409A” shall mean, collectively, Section 409A of the Internal Revenue Code of 1986, as amended,
and the Department of Treasury Regulations and other interpretive guidance promulgated thereunder, including without limitation
any such regulations or other guidance that may be issued after the date of this Agreement.


 


2.                 
Employment.


 


(a)               
The Company shall continue to employ the Executive and the Executive shall remain employed by the Company during the Contract
Term (as defined below) in the positions set forth in Section 3 and upon the other terms and conditions herein provided unless
the Executive’s employment is terminated earlier as provided in Section 7 hereof.


 






    	 



    	 



    

 


(b)              
The term of this Agreement shall begin on the Effective Date and shall end on the third (3) year anniversary of the Effective
Date (the “Initial Term”) and, after the expiration of the Initial Term, this Agreement shall automatically
renew for successive one (1) year terms (each a “Renewal Term” and, collectively with all Renewal Terms and
the Initial Term, the “Contract Term”), unless this Agreement is otherwise terminated pursuant to the
terms hereof.


 


3.                 
Position and Duties.


 


(a)               
During the Contract Term, the Executive shall serve as:


 


(i)                
the Chief Financial Officer of the Company and shall have such duties, functions, responsibilities and authority as are
consistent with the Executive’s position as the senior financial officer of the Company and its properties.


 


(b)              
The Executive shall be required to spend all of his business time on the business and affairs of the Company (unless approved
in writing by his immediate supervisor). An agreed exception to this relates to Jeff Mitchell serving on the Board of AWGI which
Board seat is approved but not expected to take a material amount of time from the duties owed to the Company.


 


4.                 
Right of First Offer; Confidential Information; Non-Solicitation; Non-Disparagement; and Return of Company Property.


 


(a)               
Right of First Offer. Without in any manner limiting or modifying the fiduciary or similar duties of the Executive
to the Company under applicable law, in consideration of the benefits to inure to the Executive hereunder, the Executive agrees
that during the Contract Term, if the Executive or any affiliate of the Executive (each, an “Executive Affiliate”)
obtains or otherwise becomes aware of an opportunity to acquire and/or invest in any staffing company (the “Business Opportunity”),
the Executive and/or Executive Affiliate shall present such Business Opportunity to the Company and shall not pursue any such Business
Opportunity. However, during the Post-Termination Restricted Period, in the event the Executive of any Executive Affiliate receives
a Business Opportunity, then Executive will (and will cause each applicable Executive Affiliate to) first offer to the Company
in writing (the “Offer”) the opportunity to acquire and/or invest in the Business Opportunity prior to directly
and/or indirectly proceeding with such opportunity for the account of the Executive or any Executive Affiliate. The Offer shall
be in writing and shall describe in reasonable detail the Business Opportunity and the proposed transaction involving such Business
Opportunity (including the terms of any proposed acquisition of the Business Opportunity). The Company shall have a period of fifteen
(15) days from the receipt of the Offer to elect whether it desires to accept the Offer and pursue the acquisition of the applicable
Business Opportunity. If the Company does not deliver an affirmative written decision to accept the Offer to the Executive within
fifteen (15) days of the receipt of the Offer, the Executive or any Executive Affiliate shall be permitted to pursue such opportunity
for their own accounts.


 






    	 



    	 



    

 


As used herein, the
term “Restricted Period” means: (i) any time during the Contract Term and (ii) for a period of six (6) months
following the termination of this Agreement and the Executive’s association with the Company (the “Post-Termination
Restricted Period”).


 


(b)              
Confidential Information. The Executive acknowledges that he has had and will have access to confidential information
(including, but not limited to, current and prospective confidential know-how, marketing plans, business plans, financial and pricing
information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, clients,
contacts, prospects and assets of the Company and its subsidiaries (collectively, the “Staffing 360 Entities”)
that is unique, valuable and not generally known outside the Staffing 360 Entities, and which was obtained from the Staffing 360
Entities or which was learned as a result of the performance of services by the Executive on behalf of the Staffing 360 Entities
(“Confidential Information”). The Executive agrees that he will not, at any time, directly or indirectly, use,
divulge, furnish or make accessible to any person any Confidential Information, but instead will keep all Confidential Information
strictly and absolutely confidential and use such Confidential Information in the furtherance of the business of the Staffing 360
Entities; provided, however, that this provision shall not prevent the Executive from using his general business skill and
knowledge in any future employment to the extent such skill and knowledge is not specifically related to the business of the Confidential
Information. The Executive will deliver promptly to the Company, at the termination of his employment or at any other time at the
Company’s request, without retaining any copies (other than Executive Records, as defined below), all documents and other
materials in his possession relating, directly or indirectly, to any Confidential Information. For purposes of this Agreement,
“Executive Records” shall mean any written or electronic records of the Executive’s personal contacts.


 


(c)               
Non-Solicitation of Employees. During the Restricted Period, the Executive shall not solicit the employment or services
of (whether as an employee, officer, director, agent, consultant or independent contractor), any employee, officer, director, full-time
consultant or independent contractor of the Staffing 360 Entities.


 


(d)              
Non-Solicitation of Business Partners. During the Restricted Period, the Executive shall not directly or indirectly,
solicit or encourage, or attempt to solicit or encourage, any customers, suppliers, licensees, agents, consultants or independent
contractors or other business partners or business affiliates of the Staffing 360 Entities (collectively, “Business Partners”),
to cease doing business with or modify their business relationship with the Staffing 360 Entities, or in any way intentionally
interfere with the relationship between any such Business Partner and the Staffing 360 Entities (regardless of who initiates the
contact).


 


(e)               
Non-Disparagement. The Executive shall not make, and shall not cause or direct any person or entity to make, any
disparaging or untrue comments or statements, whether written or oral, about any Staffing 360 Entity (or any shareholder, member,
director, manager or officer thereof). No Staffing 360 Entity shall make, and shall not cause or direct any person or entity to
make, any disparaging or untrue comments or statements, whether written or oral, about Executive. “Disparaging” comments
or statements include such comments or statements which discredit, ridicule, or defame any person or entity or place such person
or entity in a negative light or impair the reputation, goodwill or commercial interest thereof.


 






    	 



    	 



    

 


(f)               
Return of Company Property/Passwords. The Executive hereby expressly covenants and agrees that following termination
of the Executive’s employment with the Company for any reason or at any time upon the Company’s request, the Executive
will promptly return to the Company all property of the Company in his possession or control (whether maintained at his office,
home or elsewhere), including, without limitation, all Company passwords, credit cards, keys, laptop computers, cell phones and
all copies of all management studies, business or strategic plans, budgets, notebooks and other printed, typed or written materials,
documents, diaries, calendars and data of or relating to the Staffing 360 Entities or their personnel or affairs, in whatever media
maintained; provided, that, the Executive shall be permitted to retain his Executive Records.


 


(g)              
Remedies for Breach. The Executive acknowledges that a breach of this Section 4 would immediately and irreparably
harm the Staffing 360 Entities and that a remedy at law would be inadequate to compensate the Staffing 360 Entities for their losses
by reason of such breach and therefore that the Company and/or the Staffing 360 Entities shall, in addition to any other rights
and remedies available under this Agreement, at law or otherwise, be entitled to an injunction to be issued by any court of competent
jurisdiction enjoining and restraining the Executive from committing any violation of this Section 4, without the necessity of
proving actual damages or posting bond, and the Executive hereby consents to the issuance of such injunction.


 


5.                 
Place of Employment. During his employment hereunder, the Executive shall be based at the Company’s offices located
in New York, New York, currently located at 641 Lexington Avenue; provided, that from the Effective Date until June 30, 2014 (or
such earlier date that executive relocates to New York City on a permanent basis), Executive may work remotely from his personal
residence for up to one-third (1/3) of the time.


 


6.                 
Compensation and Related Matters. During the Executive’s employment hereunder, the Executive shall be paid the
compensation and shall be provided with the benefits described below:


 


(a)               
Annual Base Salary. The Executive’s annual base compensation (“Annual Base Salary”) shall
be: (i) from the Effective Date through May 31, 2014, $200,000 (on an annualized basis), provided that such amount shall be retroactively
increased to $250,000 (on an annualized basis) subsequent to the Executive’s permanent relocation to New York City, and (ii)
from June 1, 2014 through December 31, 2014, $250,000 (on an annualized basis), each payable in accordance with the Company’s
prevailing payroll practices. The Annual Base Salary paid to the Executive for each Contract Year shall be increased, but shall
not be decreased, at each anniversary of the Effective Date by the increase in the Consumer Price Index for All Urban Consumers
(CPI-U) for the Northeast Region for all items over the prior year of the Term, as determined by the United States Department of
Labor Bureau of Labor Statistics or an amount determined by the Board in its discretion, whichever is greater.


 


(b)              
Bonus. The Executive shall also be eligible to receive a cash bonus for each fiscal year of the Company, in accordance
with Schedule A.


 






    	 



    	 



    

 


(c)               
Equity Compensation. The Executive shall also be eligible to receive shares of restricted stock and stock options
in accordance with Schedule B.


 


(d)              
Relocation Expenses. The Company shall reimburse the cost of the Executive’s relocation expenses, up to a maximum
reimbursement of $25,000 (unless the Company’s Executive Chairman approves a greater amount), based on actual expenses incurred
in connection with the Executive’s relocation to New York City. Until July 1, 2014, the Executive may live in the Company’s
corporate housing facility in New York City. The Company shall reimburse the Executive for the cost of up to two (2) trips to New
York City by the Executive, his wife and daughter for the purpose of searching for a home.


 


(e)               
Benefits. The Company shall continue in force full family medical coverage and comprehensive major medical and hospitalization
coverage, including dental and vision coverage, for Executive and his dependents, with terms reasonably satisfactory to Executive,
which policy the Company shall keep in effect at its sole cost through the Term and any extension of renewal. Executive shall be
entitled to participate in or receive all other benefits under any employee benefit plan or other arrangement made available by
the Company to any of its employees (including, without limitation, the Company’s 401(k) and similar plans as may be approved
by the Board, collectively, the “Benefits”), on terms at least as favorable as those on which other senior executives
of the Company shall participate; provided, however, that the Executive shall be entitled to 25 days of paid vacation during
each Contract Year, exclusive of Company holidays.


 


(f)               
Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred
by the Executive in the performance of his duties to the Company hereunder. Such expenses shall be reimbursable in accordance with
prevailing policies of the Company upon submission of verifiable receipts.


 


7.                 
Termination. The Executive’s employment hereunder may be terminated prior to the end of the Contract Term by the
Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:


 


(a)               
Death. This Agreement and the Executive’s employment hereunder shall terminate upon the Executive’s death.


 


(b)              
Disability. If the Disability of the Executive has occurred during the Contract Term, the Company may give the Executive
written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment
with the Company (including the rights to receive compensation and benefits, except as otherwise required by law) shall terminate
effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of his duties.


 


(c)               
Cause. The Company may terminate the Executive’s employment hereunder for Cause immediately upon the Company
providing notice of termination to Executive (subject to any applicable cure periods).


 






    	 



    	 



    

 


(d)              
Without Cause. The Company may terminate the Executive’s employment hereunder without Cause upon 30 days notice.


 


(e)               
Good Reason. The Executive may resign from his employment for Good Reason (as provided in Section 1(g)).


 


(f)               
Resignation without Good Reason. The Executive may resign his employment without Good Reason upon 30 days written
notice to the Company.


 


(g)              
Notice of Termination. Any termination of the Executive’s employment hereunder by the Company or the Executive
(other than by reason of the Executive’s death) shall be communicated by a notice of termination to the other party hereto.
For purposes of this Agreement, a “notice of termination” shall mean a written notice which (i) indicates
the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision indicated and (iii) specifies
the effective date of the termination.


 


8.                 
Severance Benefits.


 


(a)               
Termination without Cause or for Good Reason. Subject to Section 18, if prior to the expiration of the Contract Term
the Executive’s employment is terminated: (i) by the Company other than for Cause, death or Disability, or (ii) by the
Executive for Good Reason (as defined above), the Executive shall be entitled to receive a lump sum cash payment specified herein
(the “Severance Payment”), provided that (A) the Executive has executed and delivered to the Company (no later
than the thirtieth (30th) day following the date on which his employment terminated), and has not revoked, a general
release of the Company and its affiliates in a form reasonably satisfactory to the Company and (B) the Executive is in compliance
with the requirements of Section 4. The Severance Payment shall be paid, less applicable taxes, on the thirtieth (30th)
day following the date on which the Executive’s employment terminated (or such later date as may be required by Section 18).
The Severance Payment shall be equal to the amount of Executive’s Annual Base Salary that would have been due through the
end of the Initial Term or Renewal Term (as the case may be), less applicable taxes. In addition, subject to Section 18, the Company
shall continue to provide all Benefits to the Executive under this Agreement for each Contract Year through the end of the Initial
Term or Renewal Term (as the case may be).


 


(b)              
Termination by Death or Disability. Subject to Section 18, upon the termination of the Executive’s employment
by reason of his death or Disability, the Company shall pay to the Executive or his estate within thirty (30) days after the termination,
a lump-sum amount equal to the amount of Annual Base Salary that would have been due through the end of the then applicable Contract
Year, less applicable taxes, and any vested and earned but unpaid awards under the Company’s stock incentive plans and other
stock or incentive awards. This Section 8(b) shall not limit the entitlement of the Executive, his estate or beneficiaries to any
disability or other Benefits then available to the Executive under any life, disability insurance or other benefit plan or policy
which is maintained by the Company for the Executive’s benefit.


 






    	 



    	 



    

 


(c)               
Termination for Cause or Without Good Reason. If the Executive’s employment is terminated by the Company for
Cause or by the Executive without Good Reason, the Executive shall be entitled to all Annual Base Salary and all Benefits accrued
through the date of termination (less applicable taxes) and any vested and earned but unpaid awards under the Company’s stock
incentive plans and other stock or incentive awards. Such accrued compensation shall be paid in accordance with the Company’s
ordinary payment practices and, in any event, on or prior to the fifteenth (15th) day of the third (3rd)
calendar month following the end of the calendar year in which the date of termination occurs.


 


(d)              
Survival. Neither the termination of the Executive’s employment hereunder nor the expiration of the Contract
Term shall impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such termination or
expiration. The obligations of Section 4 shall, to the extent provided in Section 4, survive the termination or expiration of the
Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the
terms of this Agreement.


 


9.                 
Arbitration. In the event that the Company or the Executive, his spouse or any other person claiming benefits on behalf
of or through Executive, has a dispute or claim based upon this Agreement, including the interpretation or application of the terms
and provisions of this Agreement, the sole and exclusive remedy is for that party to submit the dispute to binding arbitration
in accordance with the rules of arbitration of the American Arbitration Association (“AAA”) in New York, New
York. Any arbitrator selected to arbitrate any such dispute shall be independent and neutral and will have the power to interpret
this Agreement. Any determination or decision by the arbitrator shall be binding upon the parties and may be enforced in any court
of law. The expenses of the arbitrator will be paid 50% by the Company and 50% by Executive, his spouse or other person, as the
case may be, provided that the arbitrator shall be free to apportion such fees between the parties as he/she may determine in his/her
discretion as permitted by the AAA rules of arbitration. The parties agree that this arbitration provision does not apply to the
right of the Executive to file a charge, testify, assist or participate in any manner in an investigation, hearing or proceeding
before the Equal Employment Opportunity Commission or any other agency pertaining to any matters covered by this Agreement and
within the jurisdiction of the agency.


 


10.             
Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and
their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees,
and legatees, as applicable.


 


11.             
Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive
laws of the State of New York, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction
would apply, provided, however, the laws regarding shareholder approval of the Company’s 2014 Equity Incentive Plan (the
“Plan”) shall be governed in accordance with the laws of the State of Nevada.


 






    	 



    	 



    

 





12.             
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and effect.


 


13.             
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 transmission or certified
or registered mail, postage prepaid, as follows:


 


If to the Company, to:


 


 


 


Staffing 360 Solutions,
Inc.


  641 Lexington Avenue, Suite 1526


 


  New York, New York 10022


 


Tel: (212) 634-640






Attention: Brendan Flood


 


with a copy (which shall not constitute notice) to:


 


Ellenoff Grossman & Schole LLP


150 East 42nd Street, 11th Floor


New York, NY 10028


Tel: (212) 370-1300

Fax: (212) 370-7889


Attention: Barry I. Grossman, Esq.


 


If to the Executive, to:


 


Jeff R. Mitchell


30 Lincoln Plaza


30 West 63rd
Street, Apt. 5J


New York, NY 10023


Tel: (646) 895-0022


 


or at any other address as any party shall have specified by
notice in writing to the other parties.


 


14.             
Severability. In the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable,
the entire Agreement shall not fail on account thereof. It is further agreed that if any one or more of such paragraphs or provisions
shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of
the Company, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities
covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make
them valid and effective and any such modification shall not thereby affect the validity of any other paragraph or provisions contained
in this Agreement.


 






    	 



    	 



    

 


15.             
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original,
but all of which together will constitute one and the same Agreement. Such counterparts may be delivered by fax or e-mail/.pdf
transmission, such shall not impair the validity thereof.


 


16.             
Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement
with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous
agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its 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. This Agreement terminates and supersedes any and all prior agreements and understandings (whether written
or oral) between the parties with respect to the subject matter of this Agreement.


 


17.             
Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by the Executive and a disinterested officer or director of the Company. By an instrument in writing similarly executed,
the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such
other party was or is obligated to comply with or perform; provided, however, that such waiver shall not 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.


 


18.             
Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted
in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A. Notwithstanding
any provision of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable
or provided under this Agreement (including the Severance Payment) may be subject to Section 409A, the Company may adopt (without
any obligation to do so or to indemnify the Executive for failure to do so) such limited amendments to this Agreement and appropriate
policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are
necessary or appropriate to: (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve
the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (ii) comply with the requirements
of Section 409A; provided, however, that before the Company adopts any such amendment to this Agreement or policy (excluding
for this purpose a policy that applies generally to plans or arrangements in addition to this Agreement), the Company will provide
notice to the Executive reasonably in advance of adopting the amendment or policy of the need and appropriateness of such amendment
or policy. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with
the requirements of Section 409A from the Executive or any other individual to the Company or any of the Company’s affiliates,
employees or agents.


 


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


 






    	 



    	 



    

 





IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date and year first above written.


 


 





	 	EXECUTIVE
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	Jeff R. Mitchell
	 	 	 
	 	COMPANY
	 	 	 
	 	STAFFING 360 SOLUTIONS, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Brendan Flood
	 	 	Title: Executive Chairman





 






    	 



    	 



    

 


Schedule A


 


The Company agrees to
pay the Executive an annual bonus (the “Bonus”) up to fifty percent (50%) of Executive’s Annual Base Salary.
The Bonus shall be calculated as based on criteria to be agreed by the Board within 30 days of signing this agreement. The bonus
will be calculated on a calendar year basis, pro-rated in the first year, and paid within 60 days of the end of the calendar year.
The bonus criteria can be amended by the Board of Directors at its discretion.


 






    	 



    	 



    




 


Schedule
B


 


(a)The Executive
shall be granted an aggregate of 125,000 restricted shares of Common Stock (the “Restricted Shares“), as follows:





		(i)	50,000 Restricted Shares on the date that Employee’s Annual Base Salary is increased to $250,000 pursuant to Section
6(a) (the “Initial Grant”);



 


		(ii)	25,000 Restricted Shares on the one (1) year anniversary of the Initial Grant;






		(iii)	25,000 Restricted Shares on the two (2) year anniversary of the Initial Grant; and






		(iv)	25,000 Restricted Shares on the three (3) year anniversary of the Initial Grant.



 


Upon termination of employment, except
in the case of ‘Cause’ or ‘Resignation Without Good Reason’, as outlined in Clause 7 above, all of the
Restricted Shares will fully vest to the benefit of the Employee or his dependents.


 


(b)The
Executive shall be granted stock options, pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”),
to acquire an aggregate of 150,000 shares of Common Stock (the “Stock Options”) on the date of this Agreement.
The Stock Options shall have an exercise price of $2.00 per share, shall otherwise be subject to the Plan (including the change
of control provisions thereof), and shall vest as follows:


 


		(i)	30,000 Stock Options shall become exercisable on the date of the Initial Grant;






		(ii)	30,000 Stock Options shall become exercisable on the one (1) year anniversary of the Initial Grant;



 


		(iii)	30,000 Stock Options shall become exercisable on the two (2) year anniversary of the Initial Grant;



 


		(iv)	30,000 Stock Options shall become exercisable on the three (3) year anniversary of the Initial Grant; and



 


		(v)	30,000 Stock Options shall become exercisable on the four (4) year anniversary of the Initial Grant.