Exhibit 10.1


 


Employment
Agreement


 


This
Employment Agreement (the "Agreement")
is made and entered into as of July 1, 2014, by and between Daniel Balsiger (the "Executive") and Icon Vapor, Inc.,
a Nevada Corporation (the "Company").


 


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein; and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual covenants, promises and obligations set forth herein, the parties agree as follows:


 


1.           Term.
The Executive's employment hereunder shall be effective as of September 17th, 2012 (the "Effective
Date") and shall continue until the third anniversary thereof, unless terminated earlier
pursuant to Section 5 of this Agreement[; provided that, on such third anniversary of the Effective Date and each annual anniversary
thereafter (such date and each annual anniversary thereof, a "Renewal Date"),
the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one
year, unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days' prior
to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred
to as the "Employment Term,"


 


2.           Position
and Duties.


 


2.1           Position.
During the Employment Term, the Executive shall serve as the President and CEO of the Company, reporting to the Board of Directors.
In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time
by Board of Directors, which duties, authority and responsibility are consistent with the Executive's position. The Executive
shall, if requested, also serve as a member of the board of directors of the Company (the "Board")
or as an officer or director of any affiliate of the Company for no additional compensation.


 


2.2           Duties.
During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance
of the Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise
which would conflict or interfere with the performance of such services either directly or indirectly without the prior written
consent of the Board. Notwithstanding the foregoing, the Executive will be
permitted to (a) with the prior written consent of the Board (which consent will not be unreasonably withheld or delayed) act
or serve as a director, trustee, committee member or principal of any type of business, civic or charitable organization as long
as such activities are disclosed in writing to the Company's Board of Directors in accordance with the Company's Conflict of Interest
Policy, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that,
such ownership represents a passive investment and that the Executive is not a controlling person of or a member of a group that
controls, such corporation; provided further that, the activities described in clauses (a) and (1)) do not interfere with the
performance of the Executive's duties and responsibilities to the Company as provided hereunder, including, but not limited to,
the obligations set forth in Section
2 hereof.






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3.           Place
of Performance. The principal place of Executive's employment shall be the Company's principal executive office currently
located in San Diego, CA. ; provided that, the Executive may be required to travel on Company business during the Employment Term.


 


4.           Compensation.


 


4,1           Base
Salary. The Company shall pay the Executive an annual rate of base salary of $120,000
in periodic installments in accordance with the Company's customary payroll practices. The Executive's base salary shall be reviewed
at least annually by the Board and the Board may, but shall not be required to. increase (but not decrease) the base salary during
the Employment Term. The Executive's annual base salary, as in effect from time to time, is hereinafter referred to as "Base
Salary".


 


4.2           Annual
Bonus.


 


For
each calendar year of the Employment Term, the Executive shall be eligible to earn an annual bonus award (the "Annual
Bonus") of up to 25% of Base Salary, and in no event less than 10% of Base Salary,
based upon the achievement of annual performance goals established by the Board/Compensation Committee of the Board (the "Compensation
Committee").


 


(a)           The
Annual Bonus, if any, will be paid within two and a half (2 1/2) months after the end of the applicable calendar year.


 


(b)           Except
as otherwise provided in Section 5,
in order to be eligible to receive an Annual Bonus. the Executive must be employed by the Company on the last day of the applicable
calendar year/date that Annual Bonuses are paid.


 


4.3           Signing
Bonus. The Company shall pay the Executive a lump sum cash signing bonus of $30,000.00 (the "Signing
Bonus") within 360 days following the Effective Date; provided that. the Executive
shall repay the gross amount of the Signing Bonus if, prior to December 2013 , the Executive terminates his/her employment without
Good Reason (as defined below) or is terminated by the Company for Cause (as defined below).






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4.4           Equity
Awards. During the Employment Term, the Executive shall be eligible to participate in any Executive Equity Plan that is employed,
or any successor plan, subject to the terms of any Executive Equity Plan or successor plan, as determined by the Board or the
Compensation Committee, in its discretion.


 


4.5           Fringe
Benefits and Perquisites. NA


 


4.6           Employee
Benefits. During the Employment Term, the Executive shall be entitled to participate in all employee benefit plans, practices
and programs maintained by the Company, as in effect from time to time (collectively, "Employee
Benefit Plans"), on a basis which is no less favorable than is
provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of
the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time
in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.


 


4.7           Vacation.
During the Employment Term, the Executive shall be entitled to 21 days of paid vacation days per calendar year (prorated for partial
years) in accordance with the Company's vacation policies, as in effect from time to time.


 


4.8           Indemnification.


 


(a)           In
the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"),
other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and
the Company or any of its affiliates with respect to this Agreement or the Executive's employment hereunder, by reason of the
fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving
at the request of the Company as a director, officer, member, employee or agent of another corporation or a partnership, joint
venture, trust or other enterprise, the Executive shall be indemnified and held harmless by the Company [to the fullest extent
applicable to any other officer or director of the Company/to the maximum extent permitted under applicable law] from and against
any liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of any Proceeding (including
attorneys' fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys' fees) shall
he paid by the Company in
advance of the final disposition of such litigation upon receipt by the Company of (i) a written request for payment; (ii) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (iii)
an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately
be determined that the Executive is not entitled to be indemnified by the Company under this Agreement


 


(b)           During
the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall purchase and
maintain, at its own expense, directors' and officers' liability insurance providing coverage to the Executive on terms that are
no less favorable than the coverage provided to other directors and senior officers of the Company.






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4.9           Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the
contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any
other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may he required to be made pursuant to such law, government
regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation
or stock exchange listing requirement).


 


5.           Termination
of Employment. The Employment Term and the Executive's employment hereunder
may be terminated by either the Company or the Executive after the completion of the first three year agreement term provided
that, unless otherwise provided herein, either party shall be required to give the other party at least 180 days advance written
notice of any termination of the Executive's employment. Upon termination of the Executive's employment during the Employment
Term, the Executive shall be entitled to the compensation and benefits described in this Section
5 and shall have no further rights to any compensation or any other
benefits from the Company or any of its affiliates


 


5.
1           Expiration of the Term, for Cause or Without Good Reason.


 


(a)           The
Executive's employment hereunder may be terminated upon either party's/the
Executive's] failure to renew the Agreement in accordance with Section
1, by the Company for Cause or by the Executive without Good Reason.
If the Executive's employment is terminated upon either party's failure to renew the Agreement, by the Company for Cause or by
the Executive without Good Reason, the Executive shall be entitled to receive:


		(i)	any
                                                                                                                                                                           accrued
                                                                                                                                                                           but
                                                                                                                                                                           unpaid
                                                                                                                                                                           Base
                                                                                                                                                                           Salary
                                                                                                                                                                           and
                                                                                                                                                                           accrued
                                                                                                                                                                           but
                                                                                                                                                                           unused
                                                                                                                                                                           vacation
                                                                                                                                                                           which
                                                                                                                                                                           shall
                                                                                                                                                                           be
                                                                                                                                                                           paid
                                                                                                                                                                           on
                                                                                                                                                                           the
                                                                                                                                                                           Termination
                                                                                                                                                                           Date
                                                                                                                                                                           (as
                                                                                                                                                                           defined
                                                                                                                                                                           below)/within
                                                                                                                                                                           one
                                                                                                                                                                           (1)
                                                                                                                                                                           week
                                                                                                                                                                           following
                                                                                                                                                                           the
                                                                                                                                                                           Termination
                                                                                                                                                                           Date
                                                                                                                                                                           (as
                                                                                                                                                                           defined
                                                                                                                                                                           below)/on
                                                                                                                                                                           the
                                                                                                                                                                           pay
                                                                                                                                                                           date
                                                                                                                                                                           immediately
                                                                                                                                                                           following
                                                                                                                                                                           the
                                                                                                                                                                           Termination
                                                                                                                                                                           Date
                                                                                                                                                                           (as
                                                                                                                                                                           defined
                                                                                                                                                                           below)
                                                                                                                                                                           in
                                                                                                                                                                           accordance
                                                                                                                                                                           with
                                                                                                                                                                           the
                                                                                                                                                                           Company's
                                                                                                                                                                           customary
                                                                                                                                                                           payroll
                                                                                                                                                                           procedures,



		(ii)	any
                                                                                                                                                              earned
                                                                                                                                                              but
                                                                                                                                                              unpaid
                                                                                                                                                              Annual
                                                                                                                                                              Bonus
                                                                                                                                                              with
                                                                                                                                                              respect
                                                                                                                                                              to
                                                                                                                                                              any
                                                                                                                                                              completed
                                                                                                                                                              fiscal
                                                                                                                                                              year
                                                                                                                                                              immediately
                                                                                                                                                              preceding
                                                                                                                                                              the
                                                                                                                                                              Termination
                                                                                                                                                              Date,
                                                                                                                                                              which
                                                                                                                                                              shall
                                                                                                                                                              be
                                                                                                                                                              paid
                                                                                                                                                              on
                                                                                                                                                              the
                                                                                                                                                              otherwise
                                                                                                                                                              applicable
                                                                                                                                                              payment
                                                                                                                                                              date
                                                                                                                                                              except
                                                                                                                                                              to
                                                                                                                                                              the
                                                                                                                                                              extent
                                                                                                                                                              payment
                                                                                                                                                              is
                                                                                                                                                              otherwise
                                                                                                                                                              deterred
                                                                                                                                                              pursuant
                                                                                                                                                              to
                                                                                                                                                              any
                                                                                                                                                              applicable
                                                                                                                                                              deferred
                                                                                                                                                              compensation
                                                                                                                                                              arrangement,
                                                                                                                                                              provided
                                                                                                                                                              that,
                                                                                                                                                              if
                                                                                                                                                              the
                                                                                                                                                              Executive's
                                                                                                                                                              employment
                                                                                                                                                              is
                                                                                                                                                              terminated
                                                                                                                                                              by
                                                                                                                                                              the
                                                                                                                                                              Company
                                                                                                                                                              for
                                                                                                                                                              Cause,
                                                                                                                                                              then
                                                                                                                                                              any
                                                                                                                                                              such
                                                                                                                                                              accrued
                                                                                                                                                              but
                                                                                                                                                              unpaid
                                                                                                                                                              Annual
                                                                                                                                                              Bonus
                                                                                                                                                              shall
                                                                                                                                                              be
                                                                                                                                                              forfeited






 



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		(iii)	reimbursement
                                                                                                                                      for
                                                                                                                                      unreimbursed
                                                                                                                                      business
                                                                                                                                      expenses
                                                                                                                                      properly
                                                                                                                                      incurred
                                                                                                                                      by
                                                                                                                                      the
                                                                                                                                      Executive,
                                                                                                                                      which
                                                                                                                                      shall
                                                                                                                                      be
                                                                                                                                      subject
                                                                                                                                      to
                                                                                                                                      and
                                                                                                                                      paid
                                                                                                                                      in
                                                                                                                                      accordance
                                                                                                                                      with
                                                                                                                                      the
                                                                                                                                      Company's
                                                                                                                                      expense
                                                                                                                                      reimbursement
                                                                                                                                      policy;
                                                                                                                                      and



		(iv)	such
                                                                                                                                     employee
                                                                                                                                     benefits
                                                                                                                                     (including
                                                                                                                                     equity
                                                                                                                                     compensation),
                                                                                                                                     if
                                                                                                                                     any,
                                                                                                                                     as
                                                                                                                                     to
                                                                                                                                     which
                                                                                                                                     the
                                                                                                                                     Executive
                                                                                                                                     may
                                                                                                                                     he
                                                                                                                                     entitled
                                                                                                                                     under
                                                                                                                                     the
                                                                                                                                     Company's
                                                                                                                                     employee
                                                                                                                                     benefit
                                                                                                                                     plans
                                                                                                                                     as
                                                                                                                                     of
                                                                                                                                     the
                                                                                                                                     Termination
                                                                                                                                     Date;
                                                                                                                                     provided
                                                                                                                                     that,
                                                                                                                                     in
                                                                                                                                     no
                                                                                                                                     event
                                                                                                                                     shall
                                                                                                                                     the
                                                                                                                                     Executive
                                                                                                                                     be
                                                                                                                                     entitled
                                                                                                                                     to
                                                                                                                                     any
                                                                                                                                     payments
                                                                                                                                     in
                                                                                                                                     the
                                                                                                                                     nature
                                                                                                                                     of
                                                                                                                                     severance
                                                                                                                                     or
                                                                                                                                     termination
                                                                                                                                     payments
                                                                                                                                     except
                                                                                                                                     as
                                                                                                                                     specifically
                                                                                                                                     provided
                                                                                                                                     herein.



 


Items
5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the "Accrued
Amounts”.


 


(b)          For
purposes of this Agreement, "Cause"
shall mean:


		(i)	the
                                                                                                                                    Executive's
                                                                                                                                    willful
                                                                                                                                    failure
                                                                                                                                    to
                                                                                                                                    perform
                                                                                                                                    his
                                                                                                                                    duties
                                                                                                                                    (other
                                                                                                                                    than
                                                                                                                                    any
                                                                                                                                    such
                                                                                                                                    failure
                                                                                                                                    resulting
                                                                                                                                    from
                                                                                                                                    incapacity
                                                                                                                                    due
                                                                                                                                    to
                                                                                                                                    physical
                                                                                                                                    or
                                                                                                                                    mental
                                                                                                                                    illness);



		(ii)	the
                                                                                                                                     Executive's
                                                                                                                                     willful
                                                                                                                                     failure
                                                                                                                                     to
                                                                                                                                     comply
                                                                                                                                     with
                                                                                                                                     any
                                                                                                                                     valid
                                                                                                                                     and
                                                                                                                                     legal
                                                                                                                                     directive
                                                                                                                                     of
                                                                                                                                     the
                                                                                                                                     Board;



		(iii)	the
                                                                                                                                      Executive's
                                                                                                                                      willful
                                                                                                                                      engagement
                                                                                                                                      in
                                                                                                                                      dishonesty,
                                                                                                                                      illegal
                                                                                                                                      conduct
                                                                                                                                      or
                                                                                                                                      gross
                                                                                                                                      misconduct,
                                                                                                                                      which
                                                                                                                                      is,
                                                                                                                                      in
                                                                                                                                      each
                                                                                                                                      case,
                                                                                                                                      materially
                                                                                                                                      injurious
                                                                                                                                      to
                                                                                                                                      the
                                                                                                                                      Company
                                                                                                                                      or
                                                                                                                                      its
                                                                                                                                      affiliates;



		(iv)	the
                                                                                                                                     Executive's
                                                                                                                                     embezzlement,
                                                                                                                                     misappropriation
                                                                                                                                     or
                                                                                                                                     fraud,
                                                                                                                                     whether
                                                                                                                                     or
                                                                                                                                     not
                                                                                                                                     related
                                                                                                                                     to
                                                                                                                                     the
                                                                                                                                     Executive's
                                                                                                                                     employment
                                                                                                                                     with
                                                                                                                                     the
                                                                                                                                     Company;



		(v)	the
                                                                                                                                                Executive's
                                                                                                                                                conviction
                                                                                                                                                of
                                                                                                                                                or
                                                                                                                                                plea
                                                                                                                                                of
                                                                                                                                                guilty
                                                                                                                                                or
                                                                                                                                                nolo
                                                                                                                                                contendere
                                                                                                                                                to
                                                                                                                                                a
                                                                                                                                                crime
                                                                                                                                                that
                                                                                                                                                constitutes
                                                                                                                                                a
                                                                                                                                                felony
                                                                                                                                                (or
                                                                                                                                                state
                                                                                                                                                law
                                                                                                                                                equivalent)
                                                                                                                                                or
                                                                                                                                                a
                                                                                                                                                crime
                                                                                                                                                that
                                                                                                                                                constitutes
                                                                                                                                                a
                                                                                                                                                misdemeanor
                                                                                                                                                involving
                                                                                                                                                moral
                                                                                                                                                turpitude,
                                                                                                                                                if
                                                                                                                                                such
                                                                                                                                                felony
                                                                                                                                                or
                                                                                                                                                other
                                                                                                                                                crime
                                                                                                                                                is
                                                                                                                                                work-related,
                                                                                                                                                materially
                                                                                                                                                impairs
                                                                                                                                                the
                                                                                                                                                Executive's
                                                                                                                                                ability
                                                                                                                                                to
                                                                                                                                                perform
                                                                                                                                                services
                                                                                                                                                for
                                                                                                                                                the
                                                                                                                                                Company
                                                                                                                                                or
                                                                                                                                                results
                                                                                                                                                in
                                                                                                                                                material
                                                                                                                                                harm
                                                                                                                                                to
                                                                                                                                                the
                                                                                                                                                Company
                                                                                                                                                or
                                                                                                                                                its
                                                                                                                                                affiliates;
	 	 	 
	 	(vi)	the
                                                                                                                                Executive's
                                                                                                                                violation
                                                                                                                                of
                                                                                                                                a
                                                                                                                                material
                                                                                                                                policy
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Company;





		(vii)	the
Executive's willful unauthorized disclosure of Confidential Information (as defined below).



		(viii)	the
                                                                                                                                       Executive's
                                                                                                                                       material
                                                                                                                                       breach
                                                                                                                                       of
                                                                                                                                       any
                                                                                                                                       material
                                                                                                                                       obligation
                                                                                                                                       under
                                                                                                                                       this
                                                                                                                                       Agreement
                                                                                                                                       or
                                                                                                                                       any
                                                                                                                                       other
                                                                                                                                       written
                                                                                                                                       agreement
                                                                                                                                       between
                                                                                                                                       the
                                                                                                                                       Executive
                                                                                                                                       and
                                                                                                                                       the
                                                                                                                                       Company,
                                                                                                                                       or



		(ix)	any
                                                                                                                                     material
                                                                                                                                     failure
                                                                                                                                     by
                                                                                                                                     the
                                                                                                                                     Executive
                                                                                                                                     to
                                                                                                                                     comply
                                                                                                                                     with
                                                                                                                                     the
                                                                                                                                     Company's
                                                                                                                                     written
                                                                                                                                     policies
                                                                                                                                     or
                                                                                                                                     rules,
                                                                                                                                     as
                                                                                                                                     they
                                                                                                                                     may
                                                                                                                                     be
                                                                                                                                     in
                                                                                                                                     effect
                                                                                                                                     from
                                                                                                                                     time
                                                                                                                                     to
                                                                                                                                     time
                                                                                                                                     during
                                                                                                                                     the
                                                                                                                                     Employment
                                                                                                                                     Term,
                                                                                                                                     if
                                                                                                                                     such
                                                                                                                                     failure
                                                                                                                                     causes
                                                                                                                                     material
                                                                                                                                     harm
                                                                                                                                     to
                                                                                                                                     the
                                                                                                                                     Company.









 



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For
purposes of this provision, no act or failure to act on the part of the Executive shall he considered
"willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief
that the 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 upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the
Company.


 


Termination
of the Executive's employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice
is provided to the Executive and the Executive is given an opportunity, together with counsel, to he heard before. the Board),
finding that the Executive is guilty of the conduct described in any of (i)-(ix) above. Except for a failure, breach or refusal
which, by its nature, cannot reasonably be expected to be cured. the Executive shall have ten (10) business days from the delivery
of written notice by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably
expects irreparable injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period
within which to cure as is reasonable under the circumstances, which may include the termination of the Executive's employment
without notice and with immediate effect.


 


(c)          For
purposes of this Agreement, "Good
Reason" shall mean the occurrence of any
of the following, in each case during the Employment Term without the Executive's written consent


		(i)	a
                                                                                                                                    material
                                                                                                                                    reduction
                                                                                                                                    in
                                                                                                                                    the
                                                                                                                                    Executive's
                                                                                                                                    Base
                                                                                                                                    Salary
                                                                                                                                    [other
                                                                                                                                    than
                                                                                                                                    a
                                                                                                                                    general
                                                                                                                                    reduction
                                                                                                                                    in
                                                                                                                                    Base
                                                                                                                                    Salary
                                                                                                                                    that
                                                                                                                                    affects
                                                                                                                                    all
                                                                                                                                    similarly
                                                                                                                                    situated
                                                                                                                                    executives
                                                                                                                                    in
                                                                                                                                    substantially
                                                                                                                                    the
                                                                                                                                    same
                                                                                                                                    proportions;



		(ii)	a
                                                                                                                                     material
                                                                                                                                     reduction
                                                                                                                                     in
                                                                                                                                     the
                                                                                                                                     Executive's
                                                                                                                                     Target
                                                                                                                                     Bonus
                                                                                                                                     opportunity;



		(iii)	a
                                                                                                                                      relocation
                                                                                                                                      of
                                                                                                                                      the
                                                                                                                                      Executive's
                                                                                                                                      principal
                                                                                                                                      place
                                                                                                                                      of
                                                                                                                                      employment
                                                                                                                                      by
                                                                                                                                      more
                                                                                                                                      than
                                                                                                                                      100
                                                                                                                                      miles,
                                                                                                                                      except
                                                                                                                                      for
                                                                                                                                      required
                                                                                                                                      travel
                                                                                                                                      on
                                                                                                                                      Company
                                                                                                                                      business
                                                                                                                                      to
                                                                                                                                      an
                                                                                                                                      extent
                                                                                                                                      substantially
                                                                                                                                      consistent
                                                                                                                                      with
                                                                                                                                      the
                                                                                                                                      Executive's
                                                                                                                                      business
                                                                                                                                      travel
                                                                                                                                      obligations
                                                                                                                                      as
                                                                                                                                      of
                                                                                                                                      the
                                                                                                                                      date
                                                                                                                                      of
                                                                                                                                      relocation;



		(iv)	any
                                                                                                                                     material
                                                                                                                                     breach
                                                                                                                                     by
                                                                                                                                     the
                                                                                                                                     Company
                                                                                                                                     of
                                                                                                                                     any
                                                                                                                                     material
                                                                                                                                     provision
                                                                                                                                     of
                                                                                                                                     this
                                                                                                                                     Agreement
                                                                                                                                     or
                                                                                                                                     any
                                                                                                                                     material
                                                                                                                                     provision
                                                                                                                                     of
                                                                                                                                     any
                                                                                                                                     other
                                                                                                                                     agreement
                                                                                                                                     between
                                                                                                                                     the
                                                                                                                                     Executive
                                                                                                                                     and
                                                                                                                                     the
                                                                                                                                     Company;



		(v)	the
                                                                                                                                    Company's
                                                                                                                                    failure
                                                                                                                                    to
                                                                                                                                    obtain
                                                                                                                                    an
                                                                                                                                    agreement
                                                                                                                                    from
                                                                                                                                    any
                                                                                                                                    successor
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Company
                                                                                                                                    to
                                                                                                                                    assume
                                                                                                                                    and
                                                                                                                                    agree
                                                                                                                                    to
                                                                                                                                    perform
                                                                                                                                    this
                                                                                                                                    Agreement
                                                                                                                                    in
                                                                                                                                    the
                                                                                                                                    same
                                                                                                                                    manner
                                                                                                                                    and
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    same
                                                                                                                                    extent
                                                                                                                                    that
                                                                                                                                    the
                                                                                                                                    Company
                                                                                                                                    would
                                                                                                                                    be
                                                                                                                                    required
                                                                                                                                    to
                                                                                                                                    perform
                                                                                                                                    if
                                                                                                                                    no succession
had taken place, except where such assumption occurs by operation of law;










    	6



    	 



    



		(vi)	the
                                                                                                                                       Company's
                                                                                                                                       failure
                                                                                                                                       to
                                                                                                                                       nominate
                                                                                                                                       the
                                                                                                                                       Executive
                                                                                                                                       for
                                                                                                                                       election
                                                                                                                                       to
                                                                                                                                       the
                                                                                                                                       Board
                                                                                                                                       and
                                                                                                                                       to
                                                                                                                                       use
                                                                                                                                       its
                                                                                                                                       best
                                                                                                                                       efforts
                                                                                                                                       to
                                                                                                                                       have
                                                                                                                                       him
                                                                                                                                       elected
                                                                                                                                       and
                                                                                                                                       re-elected,
                                                                                                                                       as
                                                                                                                                       applicable;



		(vii)	a
                                                                                                                                        material,
                                                                                                                                        adverse
                                                                                                                                        change
                                                                                                                                        in
                                                                                                                                        the
                                                                                                                                        Executive's
                                                                                                                                        title,
                                                                                                                                        authority,
                                                                                                                                        duties
                                                                                                                                        or
                                                                                                                                        responsibilities
                                                                                                                                        (other
                                                                                                                                        than
                                                                                                                                        temporarily
                                                                                                                                        while
                                                                                                                                        the
                                                                                                                                        Executive
                                                                                                                                        is
                                                                                                                                        physically
                                                                                                                                        or
                                                                                                                                        mentally
                                                                                                                                        incapacitated
                                                                                                                                        or
                                                                                                                                        as
                                                                                                                                        required
                                                                                                                                        by
                                                                                                                                        applicable
                                                                                                                                        law)
                                                                                                                                        taking
                                                                                                                                        into
                                                                                                                                        account
                                                                                                                                        the
                                                                                                                                        Company's
                                                                                                                                        size,
                                                                                                                                        status
                                                                                                                                        as
                                                                                                                                        a
                                                                                                                                        public
                                                                                                                                        company
                                                                                                                                        and
                                                                                                                                        capitalization
                                                                                                                                        as
                                                                                                                                        of
                                                                                                                                        the
                                                                                                                                        date
                                                                                                                                        of
                                                                                                                                        this
                                                                                                                                        Agreement;
                                                                                                                                        or



		(viii)	a
                                                                                                                                         material
                                                                                                                                         adverse
                                                                                                                                         change
                                                                                                                                         in
                                                                                                                                         the
                                                                                                                                         reporting
                                                                                                                                         structure
                                                                                                                                         applicable
                                                                                                                                         to
                                                                                                                                         the
                                                                                                                                         Executive.



 


The
Executive cannot terminate his employment for Good Reason unless he has provided written notice to the Company of the existence
of the circumstances providing grounds for termination for Good Reason within 180 days of the initial existence of such grounds
and the Company has had at least 60 days from the date on which such notice is provided to cure such circumstances. if the Executive
does not terminate his employment for Good Reason within 60 days after the first occurrence of the applicable grounds, then the
Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.


 


Notwithstanding
the foregoing, in the event that a Change in Control (as defined below) occurs during the Employment Term, the Executive may terminate
[his/her] employment for any reason during the 180 day period following the Change in Control and such termination shall he deemed
to be for Good Reason.


 


5.2           Non-renewal
By the Company, Without Cause or for Good Reason. The Employment Term and the Executive's
employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause or on account of the Company's
failure to renew the Agreement in accordance with Section
1. In the event of such termination, the Executive shall be entitled to receive the Accrued
Amounts and subject to the Executive's compliance with Section 6, Section
7, Section 8 and Section 9
of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers
and directors in a form provided by the Company (the "Release")
and such Release becoming effective within 30 days following. the Termination Date (such 30-day period, the "Release
Execution Period"), the Executive shall be entitled to receive the following:


 


(a)           a
lump sum payment equal to two (2) times the sum of the Executive's Base Salary and Target
Bonus for the year in which the Termination Date occurs, which shall be paid within 15 days following the Termination Date; provided
that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until
the beginning of the second taxable year;






    	7



    	 



    




(b)           a
payment equal to the product of (ii) the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which
the Date of Termination occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the
numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator
of which is the number of days in such year (the "Pro-Rata
Bonus"). This amount shall he paid on the date that annual bonuses
are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal
year in which the Termination Date occurs;


 


(c)           If
the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"),
the Company shall reimburse the Executive for [the monthly COBRA
premium paid by the Executive for fhirrisel Cherselli and [his/her]
dependents OR
the difference between the monthly COBRA premium paid by the Executive for [himself/herself]
and [his/her] dependents and the monthly premium amount paid by similarly situated active executives]. Such reimbursement shall
be paid to the Executive on the day of the month immediately following the month in which the Executive timely remits the premium
payment. The Executive shall be eligible to receive such reimbursement until the earliest of (i) the eighteen-month anniversary
of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation
coverage; and (iii) the date on which the Executive receives substantially similar coverage from another employer.


 


(d)           The
treatment of any outstanding equity awards shall be determined in accordance with the terms of the Executive Equity Plan(s) UNDER
WHICH EQUITY AWARDS WILL BE GRANTED and the applicable award agreements.


 


(e)           
Notwithstanding the terms of any applicable
award agreements:





	 	(i)	all
outstanding unvested stock options/stock appreciation rights granted to the Executive during the Employment Term shall become
fully vested and exercisable for the remainder of their full term:.






	 	(ii)	all outstanding equity-based compensation awards other than stock options/stock appreciation rights that are not intended to qualify
as performance-based compensation under Section 162(m)(4)(C) shall become fully vested and the restrictions thereon shall lapse;
provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and
that are required under Section 409A of the Code ("Section 409A") shall remain in effect; and






	 	(iii)	all
                                         outstanding equity-based compensation awards other than stock options/stock appreciation
                                         rights that are intended to constitute performance-based compensation under Section 162(m)(4XC)
                                         shall remain outstanding and shall vest or be forfeited in accordance with the terms
                                         of the applicable award agreements, if the applicable performance goals are satisfied.












    	8



    	 



    

 


5.3           Death
or Disability.


 


(a)           The
Executive's employment hereunder shall terminate automatically upon theExecutive's death during the Employment Term, and the Company
may terminate the Executive's employment on account of the Executive's Disability.


 


(b)           If
the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the
Executive (or the Executives estate andior beneficiaries, as the case may be) shall be entitled to receive the
following:


		(i)	the
                                                                                                                                                             Accrued
                                                                                                                                                             Amounts;
                                                                                                                                                             and



		(ii)	a
                                                                                                                                                              lump
                                                                                                                                                              sum
                                                                                                                                                              payment
                                                                                                                                                              equal
                                                                                                                                                              to
                                                                                                                                                              the
                                                                                                                                                              Annual
                                                                                                                                                              Bonus,
                                                                                                                                                              if
                                                                                                                                                              any,
                                                                                                                                                              that
                                                                                                                                                              the
                                                                                                                                                              Executive
                                                                                                                                                              would
                                                                                                                                                              have
                                                                                                                                                              earned
                                                                                                                                                              for
                                                                                                                                                              the
                                                                                                                                                              calendar
                                                                                                                                                              year
                                                                                                                                                              in
                                                                                                                                                              which
                                                                                                                                                              the
                                                                                                                                                              Termination
                                                                                                                                                              Date
                                                                                                                                                              occurs
                                                                                                                                                              based
                                                                                                                                                              on
                                                                                                                                                              the
                                                                                                                                                              achievement
                                                                                                                                                              of
                                                                                                                                                              applicable
                                                                                                                                                              performance
                                                                                                                                                              goals
                                                                                                                                                              for
                                                                                                                                                              such
                                                                                                                                                              year,
                                                                                                                                                              which
                                                                                                                                                              shall
                                                                                                                                                              be
                                                                                                                                                              payable
                                                                                                                                                              on
                                                                                                                                                              the
                                                                                                                                                              date
                                                                                                                                                              that
                                                                                                                                                              annual
                                                                                                                                                              bonuses
                                                                                                                                                              are
                                                                                                                                                              paid
                                                                                                                                                              to
                                                                                                                                                              the
                                                                                                                                                              Company's
                                                                                                                                                              similarly
                                                                                                                                                              situated
                                                                                                                                                              executives,
                                                                                                                                                              but
                                                                                                                                                              in
                                                                                                                                                              no
                                                                                                                                                              event
                                                                                                                                                              later
                                                                                                                                                              than
                                                                                                                                                              two-and-a-half
                                                                                                                                                              (2
                                                                                                                                                              1/2)
                                                                                                                                                              months
                                                                                                                                                              following
                                                                                                                                                              the
                                                                                                                                                              end
                                                                                                                                                              of
                                                                                                                                                              the
                                                                                                                                                              calendar
                                                                                                                                                              year
                                                                                                                                                              in
                                                                                                                                                              which
                                                                                                                                                              the
                                                                                                                                                              Termination
                                                                                                                                                              Date
                                                                                                                                                              occurs.



 


(c)           For
purposes of this Agreement, Disability shall mean the Executive's inability,due to physical or mental incapacity, to substantially
perform his duties and responsibilities under this Agreement for one hundred eighty (180) days out of any three hundred sixty-five
(365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of the Executive's Disability
as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually
acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician,
each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing.
The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes
of this Agreement.


 



    	9



    	 



    

 





5.4          Change
in Control Termination.


 


(a)          Notwithstanding
any other provision contained herein, if the Executive's employment hereunder is terminated
by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section
1 or without Cause (other than on account of the Executive's death or Disability), in each
case within twelve (12) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and
subject to the Executive's compliance with Section 6, Section
7, Section
8 and Section 9 of this Agreement and his
execution of a Release which becomes effective within 180 days following the Termination Date. the Executive shall be entitled
to receive the following:


		(i)	a
                                                                                                                                                            lump
                                                                                                                                                            sum
                                                                                                                                                            payment
                                                                                                                                                            equal
                                                                                                                                                            to
                                                                                                                                                            three
                                                                                                                                                            (3)
                                                                                                                                                            times
                                                                                                                                                            the
                                                                                                                                                            sum
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            Executive's
                                                                                                                                                            Base
                                                                                                                                                            Salary
                                                                                                                                                            and
                                                                                                                                                            Target
                                                                                                                                                            Bonus
                                                                                                                                                            for
                                                                                                                                                            the
                                                                                                                                                            year
                                                                                                                                                            in
                                                                                                                                                            which
                                                                                                                                                            the
                                                                                                                                                            Termination
                                                                                                                                                            Date
                                                                                                                                                            occurs
                                                                                                                                                            (or
                                                                                                                                                            if
                                                                                                                                                            greater,
                                                                                                                                                            the
                                                                                                                                                            year
                                                                                                                                                            immediately
                                                                                                                                                            preceding
                                                                                                                                                            the
                                                                                                                                                            year
                                                                                                                                                            in
                                                                                                                                                            which
                                                                                                                                                            the
                                                                                                                                                            Change
                                                                                                                                                            in
                                                                                                                                                            Control
                                                                                                                                                            occurs),
                                                                                                                                                            which
                                                                                                                                                            shall
                                                                                                                                                            he
                                                                                                                                                            paid
                                                                                                                                                            within
                                                                                                                                                            30
                                                                                                                                                            days
                                                                                                                                                            following
                                                                                                                                                            the
                                                                                                                                                            Termination
                                                                                                                                                            Date:
                                                                                                                                                            provided
                                                                                                                                                            that,
                                                                                                                                                            if
                                                                                                                                                            the
                                                                                                                                                            Release
                                                                                                                                                            Execution
                                                                                                                                                            Period
                                                                                                                                                            begins
                                                                                                                                                            in
                                                                                                                                                            one
                                                                                                                                                            taxable
                                                                                                                                                            year
                                                                                                                                                            and
                                                                                                                                                            ends
                                                                                                                                                            in
                                                                                                                                                            another
                                                                                                                                                            taxable
                                                                                                                                                            year,
                                                                                                                                                            payment
                                                                                                                                                            shall
                                                                                                                                                            not
                                                                                                                                                            be
                                                                                                                                                            made
                                                                                                                                                            until
                                                                                                                                                            the
                                                                                                                                                            beginning
                                                                                                                                                            of
                                                                                                                                                            the
                                                                                                                                                            second
                                                                                                                                                            taxable
                                                                                                                                                            year;



		(ii)	a
                                                                                                                                                             lump
                                                                                                                                                             sum
                                                                                                                                                             payment
                                                                                                                                                             equal
                                                                                                                                                             to
                                                                                                                                                             the
                                                                                                                                                             Executive's
                                                                                                                                                             Target
                                                                                                                                                             Bonus
                                                                                                                                                             for
                                                                                                                                                             the
                                                                                                                                                             (calendar/fiscal]
                                                                                                                                                             year
                                                                                                                                                             in
                                                                                                                                                             which
                                                                                                                                                             the
                                                                                                                                                             Date
                                                                                                                                                             of
                                                                                                                                                             Termination
                                                                                                                                                             occurs
                                                                                                                                                             (or
                                                                                                                                                             if
                                                                                                                                                             greater,
                                                                                                                                                             the
                                                                                                                                                             year
                                                                                                                                                             in
                                                                                                                                                             which
                                                                                                                                                             the
                                                                                                                                                             Change
                                                                                                                                                             in
                                                                                                                                                             Control
                                                                                                                                                             occurs),
                                                                                                                                                             which
                                                                                                                                                             shall
                                                                                                                                                             be
                                                                                                                                                             paid
                                                                                                                                                             within
                                                                                                                                                             sixty
                                                                                                                                                             (60)
                                                                                                                                                             days
                                                                                                                                                             following
                                                                                                                                                             the
                                                                                                                                                             Termination
                                                                                                                                                             Date;
                                                                                                                                                             provided
                                                                                                                                                             that,
                                                                                                                                                             if
                                                                                                                                                             the
                                                                                                                                                             Release
                                                                                                                                                             Execution
                                                                                                                                                             Period
                                                                                                                                                             begins
                                                                                                                                                             in
                                                                                                                                                             one
                                                                                                                                                             taxable
                                                                                                                                                             year
                                                                                                                                                             and
                                                                                                                                                             ends
                                                                                                                                                             in
                                                                                                                                                             another
                                                                                                                                                             taxable
                                                                                                                                                             year,
                                                                                                                                                             payment
                                                                                                                                                             shall
                                                                                                                                                             not
                                                                                                                                                             he
                                                                                                                                                             made
                                                                                                                                                             until
                                                                                                                                                             the
                                                                                                                                                             beginning
                                                                                                                                                             of
                                                                                                                                                             the
                                                                                                                                                             second
                                                                                                                                                             taxable
                                                                                                                                                             year;



 


(b)         If
the Executive timely and properly elects continuation coverage under COBRA the Company shall reimburse the Executive for the monthly
COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 5th
of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be
eligible to receive such reimbursement until the earliest of (i) the eighteen-month anniversary of the Termination Date; (ii)
the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive
receives/becomes eligible to receive substantially similar coverage from another employer.


 


 


 


 


(c)         Notwithstanding
the terms of any equity incentive plan or award agreements, as applicable:


		(i)	all
                                                                                                                                    outstanding
                                                                                                                                    unvested
                                                                                                                                    stock
                                                                                                                                    options/stock
                                                                                                                                    appreciation
                                                                                                                                    rights
                                                                                                                                    granted
                                                                                                                                    to
                                                                                                                                    the
                                                                                                                                    Executive
                                                                                                                                    during
                                                                                                                                    the
                                                                                                                                    Employment
                                                                                                                                    Ferm
                                                                                                                                    shall
                                                                                                                                    become
                                                                                                                                    fully
                                                                                                                                    vested
                                                                                                                                    and
                                                                                                                                    exercisable
                                                                                                                                    for
                                                                                                                                    the
                                                                                                                                    remainder
                                                                                                                                    of
                                                                                                                                    their
                                                                                                                                    full
                                                                                                                                    term;



		(ii)	all
                                                                                                                                     outstanding
                                                                                                                                     equity-based
                                                                                                                                     compensation
                                                                                                                                     awards
                                                                                                                                     other
                                                                                                                                     than
                                                                                                                                     [stock
                                                                                                                                     options/stock
                                                                                                                                     appreciation
                                                                                                                                     rights
                                                                                                                                     that
                                                                                                                                     arc
                                                                                                                                     not
                                                                                                                                     intended
                                                                                                                                     to
                                                                                                                                     qualify
                                                                                                                                     as
                                                                                                                                     performance-based
                                                                                                                                     compensation
                                                                                                                                     under
                                                                                                                                     Section
                                                                                                                                     I
                                                                                                                                     62(m)(4)(C)
                                                                                                                                     shall
                                                                                                                                     become
                                                                                                                                     fully
                                                                                                                                     vested
                                                                                                                                     and
                                                                                                                                     the
                                                                                                                                     restrictions
                                                                                                                                     thereon
                                                                                                                                     shall
                                                                                                                                     lapse;
                                                                                                                                     provided
                                                                                                                                     that,
                                                                                                                                     any
                                                                                                                                     delays
                                                                                                                                     in
                                                                                                                                     the
                                                                                                                                     settlement
                                                                                                                                     or
                                                                                                                                     payment
                                                                                                                                     of
                                                                                                                                     such
                                                                                                                                     awards
                                                                                                                                     that
                                                                                                                                     are
                                                                                                                                     set
                                                                                                                                     forth
                                                                                                                                     in
                                                                                                                                     -the
                                                                                                                                     applicable
                                                                                                                                     award
                                                                                                                                     agreement
                                                                                                                                     and
                                                                                                                                     that
                                                                                                                                     are
                                                                                                                                     required
                                                                                                                                     under
                                                                                                                                     Section
                                                                                                                                     409A
                                                                                                                                     shall
                                                                                                                                     remain
                                                                                                                                     in
                                                                                                                                     effect;
                                                                                                                                     and



		(iii)	all
                                                                                                                                      outstanding
                                                                                                                                      equity-based
                                                                                                                                      compensation
                                                                                                                                      awards
                                                                                                                                      other
                                                                                                                                      than
                                                                                                                                      stock
                                                                                                                                      options/stock
                                                                                                                                      appreciation
                                                                                                                                      rights
                                                                                                                                      that
                                                                                                                                      are
                                                                                                                                      intended
                                                                                                                                      to
                                                                                                                                      constitute
                                                                                                                                      performance-based
                                                                                                                                      compensation
                                                                                                                                      under
                                                                                                                                      Section
                                                                                                                                      162(m)(4)(C)
                                                                                                                                      shall
                                                                                                                                      remain
                                                                                                                                      outstanding
                                                                                                                                      and
                                                                                                                                      shall
                                                                                                                                      vest
                                                                                                                                      or
                                                                                                                                      be
                                                                                                                                      forfeited
                                                                                                                                      in
                                                                                                                                      accordance
                                                                                                                                      with
                                                                                                                                      the
                                                                                                                                      terms
                                                                                                                                      of
                                                                                                                                      the
                                                                                                                                      applicable
                                                                                                                                      award
                                                                                                                                      agreements,
                                                                                                                                      if
                                                                                                                                      the
                                                                                                                                      applicable
                                                                                                                                      performance
                                                                                                                                      goals
                                                                                                                                      are
                                                                                                                                      satisfied.



 



    	10



    	 



    




 


(d)         For
purposes of this Agreement, "Change
in Control" shall mean the occurrence of any of the following:





	 	(i)	 one
    person (or more than one person acting as a group) acquires ownership of
    stock of the Company that, together
    with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power
    of the stock of such corporation, provided that, a Change in Control shall not occur it any person or more than one person
    acting as a group) owns more than 50 of the total fair market value or total voting power of the Company's stock and acquires
    additional stock



 






	 	(ii)	one person (or more than one person
    acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition)
    ownership of the Company's stock possessing 50% or more of the total voting power of the stock of such corporation;






 


 


 


 


 


 


   


 


		(iii)	a
                                                                                                                                                  majority
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  members
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Board
                                                                                                                                                  are
                                                                                                                                                  replaced
                                                                                                                                                  during
                                                                                                                                                  any
                                                                                                                                                  twelve-month
                                                                                                                                                  period
                                                                                                                                                  by
                                                                                                                                                  directors
                                                                                                                                                  whose
                                                                                                                                                  appointment
                                                                                                                                                  or
                                                                                                                                                  election
                                                                                                                                                  is
                                                                                                                                                  not
                                                                                                                                                  endorsed
                                                                                                                                                  by
                                                                                                                                                  67%
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  Board
                                                                                                                                                  before
                                                                                                                                                  the
                                                                                                                                                  date
                                                                                                                                                  of
                                                                                                                                                  appointment
                                                                                                                                                  or
                                                                                                                                                  election;
                                                                                                                                                  or



		(iv)	the
                                                                                                                                                 sale
                                                                                                                                                 of
                                                                                                                                                 all
                                                                                                                                                 or
                                                                                                                                                 substantially
                                                                                                                                                 all
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Company's
                                                                                                                                                 assets.



 


Notwithstanding
the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company,
a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under
Section 409A.


 


5.5         Notice
of Termination. Any termination of the Executive's employment hereunder by
the Company or by the Executive during the Employment Term (other than termination pursuant to Section 5.3(a) on account of the
Executive's death) shall be communicated by written notice of termination ("Notice
of Termination") to the other party hereto in accordance with Section 27.
The Notice of Termination shall specify:


 


(a)        The
termination provision of this Agreement relied upon;


 


(b)        To
the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive's employment under
the provision so indicated; and


 


(c)        The
applicable Termination Date.


 


5.6       Termination
Date. The Executive's Termination Date shall be:


 


(a)        lf
the Executive's employment hereunder terminates on account of the Executive's
death, the date of the Executive's death;






    	11



    	 



    




(b)        if
the Executive's employment hereunder is terminated on account of the Executive's
Disability, the date that it is determined that the Executive has a Disability;


 


(c)        If
the Company terminates the Executive's employment hereunder for Cause, the date the Notice of Termination is delivered to the
Executive;


 


(d)        If
the Company terminates the Executive's employment hereunder with Out Cause, the date specified in the Notice of Termination, which
shall be no less than 7 days following the dale on which the Notice of Termination is delivered; provided that, the Company shall
have the option to provide the Executive with a lump sum payment equal to 14 days' Base Salary in lieu of such notice, which shall
be paid in a lump sum on the Executive's Termination Date and for all purposes of this Agreement, the Executive's Termination
Date shall be the date on which such Notice of Termination is delivered;


 


(e)        If
the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive's Notice of
Termination, which shall be no less than 60 days following the date on which the Notice of Termination is delivered; [provided
that, the Company may waive all or any part of the 60 day notice period for no consideration by giving written notice to the Executive
and for all purposes of this Agreement; the Executive's Termination Date shall be the date determined by the Company; and


 


(f)        If
the Executive's employment hereunder terminates because either party provides notice of non-renewal pursuant to Section
1, the Renewal Date immediately following the date on which the applicable
party delivers notice of non-renewal.


 


Notwithstanding
anything contained herein, the Termination Date shall not occur until the date on which the Executive incurs a "separation
from service" within the meaning of Section 409A.


 


5.7       Mitigation.
In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and except as provided in Section
5.2(c), any amounts payable pursuant to this Section 5
shall not be reduced by compensation the Executive earns on account of employment with another employer.


 


5.8       Resignation
of All Other Positions. Upon termination of the Executive's employment hereunder for any
reason, the Executive agrees to resign, effective on the Termination Dateishall be deemed to have resigned from all positions
that the Executive holds as an officer or member of the board of directors (or a committee thereof) of the Company or any of its
affiliates.


 



    	12



    	 



    




 


5.9       Section
280G 


 


If
any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment Or benefits
received in connection with a Change in Control or the Executive's termination of employment,
whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments
collectively referred to herein as the "280G
Payments") constitute "parachute payments" within the
meaning of Section 280G of the Code and would, but for this Section 5.9, be subject to the excise tax imposed under Section 4999
of the Code (the "Excise
Tax"), then such 280G Payments shall be reduced in a manner determined by the Company
(by the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the Executive
will be subject to the Excise Tax. if two economically equivalent amounts are subject to reduction but are payable at different
times, the amounts shall be reduced (but not below zero) on a pro rata basis.


 


(a)        All
calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel
appointed by the Company (the "Tax
Counsel") whose determinations shall be conclusive and binding
on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this
Section 5.9, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section
280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents
as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all
costs the Tax Counsel may reasonably incur in connection with its services.


 


6.            Cooperation.
The parties agree that certain matters in which the Executive will be involved during the Employment. Term may necessitate the
Executive's cooperation in the future. Accordingly, following the termination of the Executive's employment for any reason, to
the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with matters arising
out of the Executive's service to the Company; provided that, the Company shall make reasonable efforts to minimize disruption
of the Executive's other activities. The Company shall reimburse the Executive for reasonable expenses incurred in connection
with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company
shall compensate the Executive at an hourly rate [based on the Executive's Base Salary on the Termination Date.


 


7.            Confidential
Information. The Executive understands and acknowledges that during the Employment Term, he will have access to and learn
about Confidential Information, as defined below.


 



    	13



    	 



    




 


7.1           Confidential
Information Defined.


 


(a)        Definition. 





For
purposes of this Agreement, "Confidential
Information" includes, but is not limited to, all information not
generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies,
plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements,
transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer
software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles,
systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information,
accounting records, legal information, marketing information, advertising information, pricing information, credit information,
design information, payroll information, staffing information, personnel information,
employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings,
sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs,
styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries,
experimental processes, experimental results, specifications, customer information, customer lists, client information, client
lists, manufacturing information, factory lists distributor lists, and buyer lists of the Company or its businesses or any existing
or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted
information to the Company in confidence.


 



The
Executive understands that the above list is not exhaustive, and that Confidential
Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would
otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information
is known or used.


 


The
Executive understands and agrees that Confidential Information includes information developed by him in the course of his employment
by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential
information shall not include information that is generally available to and known by the public at the time of disclosure to
the Executive; provided that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the
Executive's behalf.


 


(b)        Company
Creation and Use of Confidential Information.


 


The
Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized
knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training
its employees, and improving its offerings in the field of vapor/vaporizer industry. The Executive understands and acknowledges
that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential
Information provides the Company with a competitive advantage over others in the marketplace.


 



    	14



    	 



    




 


(c)        Disclosure
and Use Restrictions.


 


The
Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or
indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published,
communicated or made available,
in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and
authority to know and use the Confidential Information in connection with the business ofthe Company and, in any event, not
to anyone outside olthe direct employ of the Company except as required in the perfbrmance of the Executive's authorized
employment duties to the Company or with the prior consent of Board of Directors acting on behalf of the Company in each
instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and
(iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other
resources containing any Confidential Information, or remove any such documents, records, files, media or other resources
from the premises or control of the Company, except as required in the performance of the Executive's authorized employment
duties to the Company or with the prior consent of Board of Directors acting on behalf of the Company in each instance (and
then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall
be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or
pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the
disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Executive shall promptly
provide written notice of any such order to Board of Directors.


 


The
Executive understands and acknowledges that his obligations under this Agreement with regard to any particular Confidential Information
shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after he
begins employment by the Company) and shall continue during and after his employment by the Company until such time as such Confidential
Information has become public knowledge other than as a result of the Executive's breach of this Agreement or breach by those
acting in concert with the Executive or on the Executive's behalf.


 


8.           Restrictive
Covenants.


 


8.
1       Acknowledgment. The Executive understands that the nature of the
Executive's position gives him access to and
knowledge of Confidential Information and places him in a position of trust and confidence with the Company.


 


The
Executive further understands and acknowledges that the Company's ability to reserve these for the exclusive knowledge and use
of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by
the Executive is likely to result in unfair or unlawful competitive activity.


 


8.2           Non-competition.
Because of the Company's legitimate business interest as described
herein and the good and valuable consideration offered to the Executive, during the Employment Term and for the 24 months thereafter,
to run consecutively, beginning on the last day of the Executive's employment with the Company, for any reason or no reason and
whether employment is terminated at the option of the Executive or the Company, the Executive agrees and covenants riot to engage
in Prohibited Activity within the territory of North America.


 



    	15



    	 



    




 


For
purposes of this Section 8, 'Prohibited Activity"
is activity in which the Executive contributes his knowledge, directly or indirectly, in
whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director,
stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as
the Company, including those engaged in the business of vapor/vaporizer product development, marketing and sales. Prohibited Activity
also includes activity that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential
Information,


 


Nothing
herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of
any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person
of, or a member of a group that controls, such corporation,


 


This
Section 8 does not,
in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived
by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or
an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
The Executive shall promptly provide written notice of any such order to Board of Directors.


 


8.3           Non-solicitation
of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire
or recruit, or induce the termination of employment of any employee of the Company during 2 years, to run consecutively, beginning
on the last day of the Executive's employment with the Company.


 


8.4             Non-solicitation
of Customers. The Executive understands and acknowledges that because
of the Executive's experience with and relationship to the Company, he will have access to and learn about much or all of the
Company's customer information,
"Customer Information" includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history,
order preferences, chain of command, pricing information and other information identifying facts and circumstances specific to
the customer and relevant to sales.


 


The
Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable
harm.


 


The
Executive agrees and covenants, during 2 years, to run consecutively, beginning on the last day of the Executive's employment
with the Company, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail,
telephone, fax, and instant message), attempt to contact or meet with the Company's current, former or prospective customers for
purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.





 



    	16



    	 



    

 


[This
restriction shall only apply to:


 


(a)       Customers
or prospective customers the Executive contacted in any way during the past 24 months.


 


(b)       Customers
about whom the Executive has trade secret or confidential information


 


(c)       Customers
who became customers during employment with the Company.


 


(d)       Customers
about whom the Executive has information that is not available publicly.


 


9.           Non-disparagement.
The Executive agrees and covenants that he will not at any time make,
publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements
concerning the Company [Group] or its businesses, or any of its employees, officers, and existing and prospective customers,
suppliers, investors and other associated third parties.


 


This
Section 9 does not,
in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived
by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or
an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order,
The Executive shall promptly provide written notice of any such order to Board of Directors.


 


10           Acknowledgernent.
The Executive acknowledges and agrees that the services to be rendered
by [him/her] to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant
to the Company's industry, methods of doing business and marketing strategies by virtue of the Executive's employment; and that
the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect
the legitimate business interest of the Company.


 


The
Executive further acknowledges that the amount of his compensation reflects, in part, his obligations and the Company's rights
under Section 7,
Section 8 and Section 9 of this
Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced
herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the terms and
conditions of Section 7, Section 8 and Section 9
of this Agreement or the Company's enforcement thereof


 


11.           Remedies.
in the event of a breach or threatened breach by the Executive of Section
7, Section 8 or Section 9
of this Agreement, the Executive hereby consents and agrees that the Company shall he entitled
to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such
breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that
money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned
equitable relief shall be in addition to, not in lieu of legal remedies, monetary damages or other available forms of relief


 



    	17



    	 



    




12.           Arbitration.
Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall he submitted
to and decided by binding arbitration. Arbitration shall be administered exclusively by American Arbitration Association and shall
be conducted consistent with the rules, regulations and requirements thereof as well as any requirements imposed by state law.
Any arbitral award determination shall be final and binding upon the Parties.


 


13.           Proprietary
Rights.


 


13.1           Work
Product. The Executive acknowledges and agrees that all writings, works of authorship,
technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced,
authored, edited, amended, conceived or reduced to practice by the Executive individually or jointly with others during the period
of his employment by the Company and relating in any way to the business or contemplated business, research or development of
the Company (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing
the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other
tangible embodiments thereof (collectively, "Work
Product"), as well as any and all rights in and to copyrights, trade secrets, trademarks
(and related goodwill), mask works, patents and other intellectual property rights therein arising in any jurisdiction throughout
the world and all related rights of priority under international conventions with respect thereto, including all pending and future
applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals
thereof (collectively, ''Intellectual Property Rights"), shall be the sole
and exclusive property of the Company.


 


For
purposes of this Agreement, Work Product includes, but is not limited to, Company information, including plans, publications,
research, strategies, techniques, agreements, documents, contracts, terms of agreements, negotiations, know-how, computer programs,
computer applications, software design, web design, work in process, databases, manuals results, developments, reports, graphics,
drawings, sketches, market studies, formulae, notes, communications, algorithms, product plans, product designs, styles, models,
audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes,
experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information,
marketing information, advertising information, and sales information.





 



    	18



    	 



    




13.2           Work
Made for Hire; Assignment. The Executive acknowledges that, by reason of being employed by the Company at the relevant
times, to the extent permitted by law, all of the Work Product consisting of copy rightable subject matter is "work made
for hire" as defined in 17 .§ 101 and such copyrights are therefore owned
by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for
no additional consideration, the Executive's entire right, title and interest in and to all Work Product and intellectual Property
Rights therein, including the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation
or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed
to reduce or limit the Company's rights, title or interest in any Work Product or Intellectual Property Rights so as to be less
in any respect than that the Company would have had in the absence of this Agreement.


 


13.3           Further
Assurances: Power of Attorney. During and after his employment, the Executive agrees
to reasonably cooperate with the Company to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well
as an Intellectual Property Right in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce
the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations,
affidavits, waivers, assignments and other documents and instruments as shall be requested by the Company. The Executive hereby
irrevocably grants the Company power of attorney to execute and deliver any such documents on the Executive's behalf in Ihis/her]
name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance,
prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Executive
does not promptly cooperate with the Company's request (without limiting the rights the Company shall have in such circumstances
by operation of law). The power of attorney is coupled with an interest and shall not be effected by the Executive's subsequent
incapacity.


 


13.4           No
License. The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any
license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information,
materials, software or other tools made available to him by the Company.


 


14.           Security.


 


14.1         Security
and Access. The Executive agrees and covenants (a) to comply with all Company security policies arid procedures as in
force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems,
facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems,
computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls,
passwords and any and all other Company facilities, 1T resources and communication technologies ("Facilities
Information Technology and Access Resources"); (b) not to access or use any Facilities
and information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information
Technology Resources in any manner after the termination of the Executive's employment by the Company, whether termination is
voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing
by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering
with any Facilities and Information Technology Access Resources or other Company property or materials by others.






    	19



    	 



    

 


14.2           Exit
Obligations. Upon (a) voluntary or involuntary termination of the Executive's employment
or (b) the Company's request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company
any and all Company property , including keys, key cards, access cards, identification cards, security devices, employer credit
cards, network access devices, computers, cell phones, smartphones, PDAs pagers, fax machines equipment, speakers, webcams, manuals,
reports, files, books, compilations, work product, email messages, recordings, tapes, disks, thumb drives or other removable information
storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in
any fashion, including but not limited to those that constitute or contain any Confidential information or Work Product, that
arc in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business
associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies
of any such documents and materials not returned to the Company that remain in the Executive's possession or control, including
those stored on any non-Company devices, networks, storage locations and media in the Executive's possession or control.


 


15.           Publicity.
The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and
licensees, of the Executive's name, voice, likeness, image, appearance and biographical information in, on or in connection with
any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising
and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes and all other printed and
electronic forms and media throughout the world, at any time during or after the period of his employment by the Company, for
all legitimate commercial and business purposes of the Company ("Permitted
Uses”) without further consent from or royalty, payment or other
compensation to the Executive. The Executive hereby forever waives and releases the Company and its directors, officers, employees
and agents from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any legal
or equitable theory whatsoever at any time during or after the period of his employment by the Company, arising directly or indirectly
from the Company's and its agents', representatives' and licensees' exercise of their rights in connection with any Permitted
Uses.


 


16.           Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of California
without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall
be brought only in a state or federal court located in the state of California, county
of San Diego. The parties hereby irrevocably submit to the {non-]exclusive jurisdiction of such courts and waive the defense of
inconvenient forum to the maintenance of any such action or proceeding in such venue.


 



    	20



    	 



    

 





17.           Stock
Ownership Requirements. NA 


 


18.           Entire
Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between
the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of
the Agreement.


 


19.            Modification
and Waiver. No provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in writing and signed by the Executive and by majority Board of Directors
of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of
this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision
or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties
in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further
exercise thereof or the exercise of any other such right, power or privilege.


 


20.           Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction
to he enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such
holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon
the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.


 


The
parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement
in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision,
deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications
as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted
by law.


 


The
parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and if such provision
or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had not been set forth herein.









    	21



    	 



    

 


21.           Captions.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph.


 


22.           Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.


 


23.           Tolling.
Should the Executive violate any or the terms of the restrictive covenant obligations articulated herein, the obligation at issue
will run from the first date on which the Executive ceases to be in violation of such obligation.


 


24.           Section
409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement
may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under
this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or
as a short-term deferral shall be excluded from Section 409A to the maximum extent possible, For purposes of Section 409A, each
installment payment provided under this Agreement shall be treated as a separate payment Any payments to be made under this Agreement
upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by the Executive on account of non-compliance with Section 409A.


 


Notwithstanding
any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with [his/her] termination
of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and
the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or
benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the
"Specified Employee Payment Date").
The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to
the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without
delay in accordance with their original schedule.


 


25.           Notification
to Subsequent Employer. When the Executive's employment with the Company terminates, the Executive agrees to notify any subsequent
employer of the restrictive covenants section contained in this Agreement. In addition, the Executive authorizes the Company to
provide a copy of the restrictive covenants section of this Agreement to third parties, including but not limited to, the
Executive's subsequent, anticipated or possible future employer.






    	22



    	 



    

 


26.           Successors
and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment
by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement
to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or • otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns


 


27.           Notice,
Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent
by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below
(or such other addresses as specified by the parties by like notice):


 


If
to the Company:


 


ICON VAPORS,
INC.


 


[COMPANY ADDRESS]


 


BOARD
OF DIRECTORS


 


If
to the Executive: 


 


[EXECUTIVE
ADDRESS]


 


28.           Representations
of the Executive. The Executive represents and warrants to the Company that:


 


28.1           The
Executive's acceptance of employment with the Company and the performance of [his/her] duties hereunder will not conflict
with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party
or is otherwise bound,


 


28.2           The
Executive's acceptance of employment with the Company and the performance of [his/her] duties hereunder will not violate
any non-solicitation, non-competition or other similar covenant or agreement of a prior employer.


 


29.           Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for
the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.





 



    	23



    	 



    




INTO
THIS AGREEMENT, THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HEHAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN
ATTORNEY OF HISCHOICE BEFORE SIGNING THIS AGREEMENT.


 


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




 





	08-15-2014	Icon Vapor, Inc.
	 	 	 
	 	By	/s/ Daniel Balsiger
	 	Name:	Daniel Balsiger
	 	Title:	President



  





	EXECUTIVE	 	 
	 	 	08-15-2014
	Signature	/s/ Michael Klepper	 
	Print Name:	Michael Klepper	 
	Title:	Secretary, BOD Member	 



 


 24