Exhibit 10.4


 





ENER-CORE,
INC. 


EXECUTIVE
EMPLOYMENT AGREEMENT


This Executive
Employment Agreement (this “Agreement”) is entered into as of June 29, 2016 (the “Effective Date”),
by and between Ener-Core, Inc., a Delaware corporation (the “Company”), and Douglas Hamrin (“Executive”). 


AGREEMENT


In consideration
of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:


1.             Duties and Scope of Employment.


(a)             Title and Duties.
As of the Effective Date, Executive will be employed as the Company’s Vice President of Engineering reporting to the President
of the Company. During the Employment Term (as defined in Section 2 below), Executive will have authority and render such business
and professional services in the performance of Executive’s duties as are customarily associated with Executive’s
position within the Company and Executive agrees to perform such other duties and functions as may from time to time be reasonably
assigned or delegated to Executive by the Company’s President.


(b)             Obligations.
During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive is entitled, Executive
will perform Executive’s duties faithfully and to the best of Executive’s ability and will devote such time as reasonably
necessary to fulfill Executive’s responsibilities in the position. It will be at the Executive’s discretion to determine
the time that is reasonable to fulfill this obligations. Executive and the Company agree that the Company represents Executive’s
principal business focus. Executive agrees to travel as reasonably necessary to fulfill Executive’s responsibilities in
the position. During the Employment Term, Executive agrees that Executive shall maintain loyalty to the Company, shall take no
action that would be injurious to the Company interests, and shall comply with all rules, regulations and policies of the Company.
During the Employment Term, it shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, (iii) manage personal
investments and business endeavors, including but not limited to advisory services, so long as such activities do not significantly
interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this
Agreement.


(c)             Executive’s
Employability. Executive represents and warrants that: (i) Executive has the right to execute, deliver and perform Executive’s
duties under this Agreement, and (ii) Executive is not a party to any other agreements, arrangements or obligations (e.g. confidentiality
agreements, noncompetition agreements), whether written, oral or implied, which include terms that would limit Executive’s
ability to execute, deliver and perform Executive’s duties under this Agreement or which are otherwise inconsistent with
this Agreement. This warranty will remain in full force and effect throughout the Employment Term (as defined in Section 2 below).






    	 		 



     


    







2.             Employment Term. The “Employment Term” under this Agreement will commence on the Effective Date
and will continue, unless sooner terminated as provided by this Agreement, for one (1) year thereafter (the “Initial Term”);
provided, however, that the Initial Term will automatically be extended for successive one (1) year terms, unless
either party gives the other party written notice no less than 30 days prior to the end of the Initial Term or any extension thereof
stating that this Agreement will terminate at the expiration of the Initial Term or any extension thereof. Notwithstanding anything
in this Agreement to the contrary, this Agreement and Executive’s employment will terminate automatically at the conclusion
of an unrenewed Initial Term or extension thereof and, in such event, the Company will have no obligation or liability to Executive
thereafter except for the obligations of the Company specifically set forth in Sections 7, 8 and 15(a).


3.             Compensation.


(a)             Base Salary. During the Employment Term, the Company will pay Executive as compensation for Executive’s services
a base salary at rate of $180,000 per year (which salary may be increased but not decreased by the Board in its sole discretion)
(the “Base Salary”). The Base Salary will be paid in regular installments in accordance with the Company’s
normal payroll practices, subject to applicable deductions and withholdings. The first and last payment will be adjusted, if necessary,
to reflect a commencement or termination date other than the first or last working day of a pay period.


(b)             Annual Bonus. Executive shall be eligible for an annual bonus and/or other annual incentive compensation (collectively
the “Annual Bonus”) during the Employment Term, in accordance with any applicable executive bonus plan applicable
to Executive as may be adopted by the Board in its sole discretion. Any such Annual Bonus earned by Executive shall be paid no
later than seventy-five (75) days following the end of the year during which the Annual Bonus is earned, unless Executive shall
elect to defer the receipt of such Annual Bonus pursuant to a Company-sponsored deferred compensation plan then in effect to the
extent the Company’s bonus and deferred compensation plans allow for such a deferral.


(c)             Equity Incentive/Option Plan Eligibility. Executive shall be eligible to participate in the Company’s
equity incentive plan or incentive option plan, as applicable, with grants and vesting schedules as determined by the Board (at
their sole discretion) from time to time. Any such grant shall be conditioned upon Executive’s execution of such documentation
(such as, but not limited to, a grant notice) as the Board deems reasonably necessary in connection with such grant.


4.             Employee
Benefits. During the Employment Term, Executive will be considered a full-time employee and be entitled to participate in
the employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other Employees
of Executive’s classification at the Company (the “Benefits”). The Company reserves the right to cancel
or change the Benefit plans and programs it offers to its employees at any time.



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5.             Vacation. Executive shall be entitled to fifteen (15) days of Paid Time Off per year, which shall be adjusted annually
based on years of service with the Company, in accordance with Company’s standard policy, as may be amended from time to
time, with the timing and duration of specific vacations mutually and reasonably agreed to by Executive and the Company. For the
purposes of this section, years of service with the Company shall be calculated starting with the effective employment date of
May 1, 2008.


6.             Business Expenses. During the Employment Term, the Company will reimburse Executive for reasonable, customary and
documented business, travel and related expenses, incurred by Executive in the furtherance of or in connection with the performance
of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time
to time (the “Expense Reimbursement”). Reimbursement of expenses under this Section 6 shall be made within 30
days following submission of a completed expense reimbursement form and Executive shall submit such completed expense reimbursement
form no later than six (6) months after such expense was incurred by Executive.


7.             Termination; Severance. 


(a)             Termination by the Company for Cause. The Company may terminate Executive’s employment for “Cause”
(defined below). If the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement
for Cause, then this Agreement shall terminate without further obligations to Executive, other than for payment of the sum of:
(i) Executive’s Base Salary and bonuses, if any, through the date of termination to the extent not therefore paid; (ii) any
earned but unused vacation and PTO time; and (iii) Expense Reimbursement, to the extent not theretofore paid (the sum of the amounts
described in clauses (i), (ii) and (iii) shall be hereinafter referred to as “Accrued Obligations”).


(b)             Termination by the Company other than for Cause, Death or Disability.


  (i)             In
General. Except as otherwise provided in Section 7(b)(ii) below, if the Company terminates Executive’s employment or
gives written notice of a non-renewal of this Agreement without Cause, then Executive will be entitled to receive (i) Accrued
Obligations, (ii) monthly cash severance payments at the Base Salary rate, less standard withholdings and deductions, paid during
the six (6) month period immediately following the termination date of Executive’s employment and (iii) continuation of
Company provided health insurance coverage to Executive and his dependents covered as of the termination date, or reimbursement
to Executive for equivalent COBRA coverage, paid during the six (6) month period immediately following the termination date of
Executive’s employment ; provided, however, that Executive’s right to receive any of the payments set
forth in clause (ii) or (iii) above will be conditioned upon Executive and Executive’s spouse, if Executive has one at the
time, executing, and not revoking, a general release of claims and affirmation of Executive’s other continuing obligations
under this Agreement in a form acceptable to and provided by the Company (including without limitation an unconditional release,
representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission, etc.). All such payments
will cease as of the earlier of the date on which Executive obtains new employment or the date on which Executive engages (or
assist any other person or entity to engage) in any activity competitive with the business of the Company. If Executive obtains
new full-time employment during the severance period or engages in a competitive activitiy, Executive is responsible for notifying
the Company immediately.



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  (ii)             During Change of Control Period. If, during the six (6)-month period immediately preceding or following a Change
of Control, the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement without
Cause, then Executive will be entitled to receive (i) Accrued Obligations, (ii) monthly cash severance payments at the
Base Salary rate, less standard withholdings and deductions, paid during the six (6) month period immediately following the termination
date of Executive’s employment, and (iii) immediate vesting of all unvested outstanding options issued in the Executive’s
name; provided, however, that Executive’s right to receive any the payments set forth in clause (ii) above
will be conditioned upon Executive and Executive’s spouse, if Executive has one at the time, executing, and not revoking,
a general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable
to and provided by the Company (including without limitation unconditional release, representations that no claims have been filed,
confidentiality, nondisparagement, transition, no admission, etc.). All such payments will cease as of the earlier of the date
on which Executive obtains new employment or the date on which Executive engages (or assist any other person or entity to engage)
in any activity competitive with the business of the Company. If Executive obtains new full-time employment during the severance
period or engages in a competitive activitiy, Executive is responsible for notifying the Company immediately.


(c)             Termination by Executive Generally. Executive may terminate this Agreement at any time by written notice of resignation
(a “Resignation Notice”) to the Board; provided that:


  (i)           
Executive’s resignation will not become effective until the earlier of (A) 90 days after the date the Resignation
Notice is given to the Board, or (B) the date on which the Company specifies that such resignation will become effective; and


  (ii)           
 For a period of 30 days following the effective date of Executive’s resignation, Executive shall make himself or
herself available to the Company and/or its agents (A) for the purpose of facilitating an efficient transition of Executive’s
job related responsibilities and duties to other designated individuals, and (B) to respond to questions from the Company and/or
its agents regarding information and/or activities in which Executive was engaged while employed by the Company. The parties acknowledge
and agree that (I) this Section 7(c)(ii) is premised on Executive’s reasonable efforts to cooperate, and the Company’s
reasonable use of Executive’s time, and (II) Executive will not be compensated for Executive’s time under this Section
7(c)(ii) except that if Executive is required for more than 40 hours of service under this Section 7(c)(ii).


(d)             Definitions.


  (i)           
Cause. For purposes of this Agreement, “Cause” means (A) Executive’s willful dishonesty
or fraud with respect to the business affairs of the Company; (B) Executive’s willful falsification of any employment or
Company records; (C) Executive’s misappropriation of or intentional damage to the business or property of the Company, including
the improper use or disclosure of the confidential or proprietary information of the Company (excluding damage of little or no
consequence to the business or property of the Company); (D) Executive’s conviction (including any plea of guilty or nolo
contendere) of a felony or crime that involves moral turpitude; (E) Executive’s willful and continued failure to comply
with reasonable written directives of the company after Executive’s receipt of written notice by the Company of the refusal
and a reasonable opportunity to cure (as described below); or (F) the misappropriation of any corporate opportunity, or otherwise
obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the
Company is entitled. The Company must give Executive written notice of its intention to terminate Executive for Cause, which notice
must (I) state the grounds on which the proposed termination for Cause is based, and (II) be given no later than 90 days after
the later of occurrence of the event giving rise to these grounds or the discovery thereof by the Board. Executive must have 30
days after receiving this notice to cure these grounds (if cure is possible). If Executive fails to cure these grounds within
30 days, “Cause” will exist for the Company’s termination of Executive’s employment. For purposes of this
definition, no act, or failure to act, by Executive will be considered “willful” if done, or omitted to be done, by
Executive in good faith and in the reasonable belief that the act or omission was in the best interest of the Company or required
by applicable law.



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(ii)           
Change of Control. For purposes of this Agreement, a “Change of Control” occurs when:


 (1)              
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
from time to time (“Exchange Act”)), becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented
by the Company’s then outstanding voting securities (“Voting Power”), unless such “person”
was the “beneficial owner” of at least 20% of the Voting Power as of the Effective Date and does not become the “beneficial
owner” of 80% or more of the Voting Power; or


(2)              
The Company consummates the sale, exchange, lease or other disposition of all or substantially all of its assets to a person
or group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act; or


(3)              
The Company consummates a merger, reorganization, recapitalization, consolidation, or similar transaction with any other
corporation or other business entity, in one transaction or a series of related transactions (except one in which (A) the holders
of the Company’s voting securities outstanding immediately before such merger or consolidation continue to hold at least
50% of the voting power in the surviving entity, or (B) a transaction in which a single party (or a group of affiliated parties)
acquires voting securities of the Company and the holders of voting securities of the Company immediately before the transaction
do not dispose of a majority of their interests in the Company in connection with that transaction); or


(4)              
The Company dissolves or liquidates; or


For purposes of this
Section 7(e)(ii), “Company” includes Company’s affiliates and successors.


(e)             Limited
Rights to Severance Payments. For clarity, Executive shall only be entitled to any severance payments of any kind pursuant
to this Agreement as provided under Section 7(b) hereof. No Severance Payment obligations shall arise out of (i) a termination
or nonrenewal of this Agreement by the Company with Cause, or (ii) a termination of this Agreement by the Executive except as
otherwise provided under Section 7(b)(ii)(B).



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8.             Death or Disability. The Employment Term and Executive’s employment will terminate upon Executive’s death
or Disability. Upon termination of Executive’s employment for either death or Disability, Executive or Executive’s
estate, as the case may be, will be entitled to receive any Accrued Obligations and health benefits as described in section 7(b).
In addition, Executive or Executive’s estate, as the case may be, may be granted (i) additional vesting of then-unvested
stock or stock options, as applicable, (ii) a proportional amount of any earned and unpaid Annual Bonus based on Executive’s
performance through the date of termination, (iii) severance payments as described in section 7(b); provided, however, that any
payments of items (i), (ii), and (iii) will be conditioned upon Executive (or Executive’s estate) and Executive’s spouse
(if Executive has one at the time), executing, and not revoking, a general release of claims and affirmation of Executive’s
other continuing obligations under this Agreement in a form acceptable to and provided by the Company (including without limitation
unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission,
etc.). Upon termination of Executive’s employment due to death or Disability pursuant to this Section, Executive or Executive’s
estate, as the case may be, will have no further rights to any compensation or any other benefits under this Agreement except as
noted in this section. All other benefits, if any, due Executive following Executive’s termination for death or Disability
will be determined in accordance with the Company’s plans and practices. For purposes of this Agreement, “Disability”
means Executive’s inability to perform one or more of the essential functions of Executive’s job due to Executive’s
physical or mental impairment, with or without reasonable accommodation as required by law, for any period aggregating more than
120 days in any 365 consecutive day period. If the Company determines that Executive has become Disabled, the Company shall notify
Executive of its determination. Executive may then request an accommodation from the Company to assist in his return to work. The
Company will determine whether Executive’s request can be accommodated without undue hardship no later than 30 days after
Executive requests an accommodation. In the event Executive’s request cannot be accommodated, the Company may, by notice
given in the manner provided in this Agreement, terminate the status of Executive as an executive and employee of the Company.
Any such termination shall become effective 30 days after such notice of termination is given, unless within such 30 day period,
Executive becomes capable of rendering services of the character contemplated hereby (and a physician chosen by the Company so
certifies in writing) and Executive in fact resumes such services.


9.             Confidential Information.


(a)             Executive
covenants that Executive will not use for Executive’s benefit, or disclose, communicate or divulge to, or use for the direct
or indirect benefit of any Person other than the Company, any confidential, proprietary or unique information (“Confidential
Information”) belonging to, used by or in possession of the Company including, but not limited to, the methods, policies,
procedures, techniques, trade secrets, software, products, customer lists or other knowledge or processes used or developed by
the Company or other information concerning the Company of which Executive became aware as a result of Executive’s employment
with the Company. If Executive is uncertain about whether certain information or material is Confidential Information, then Executive
shall treat that information or material as Confidential Information. The foregoing restrictions will not apply to (i) information
which is or becomes, other than as a result of a breach of this Agreement or a similar confidentiality obligation generally available
to the public, or (ii) the disclosure of information required pursuant to a subpoena or other legal process; provided that Executive
will notify the Company, in writing, of the receipt of any such subpoena or other legal process requiring such disclosure immediately
after receipt thereof and the Company will have a reasonable opportunity to quash such subpoena or other legal process prior to
any disclosure by Executive. For purposes of this Agreement the word “Person” means and includes any: (i) natural
person; (ii) firm; (iii) partnership; (iv) joint venture; (v) corporation; (vi) limited liability company; (vii) limited liability
partnership; (viii) business venture; (ix) trust; (x) association; (xi) consumer organization; (xii) state, local or federal government
agency, branch, department or other governmental unit; (xiii) bankruptcy or other trustee; or (xiv) any other Person.



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(b)             During the Employment Term and after the expiration thereof, regardless of the reason, Executive shall not use the Confidential
Information for the benefit of Executive or any other Person other than the Company. During the Employment Term, Executive shall
keep the Confidential Information in the strictest confidence and share it with other Persons only for the benefit of the Company.
Moreover, from and after the expiration of the Employment Term, regardless of reason, Executive will not disclose any Confidential
Information to any Persons other than the Company, in whole or in part, in any matter either directly or indirectly.


(c)             From and after the expiration or termination of Executive’s employment with the Company, regardless of the reason,
Executive shall not make copies of any Confidential Information in any form or manner whatsoever (including, but not limited to,
computer printouts, computer tapes, discs, etc.). Moreover, immediately upon and after the expiration or termination of Executive’s
employment with the Company, regardless of the reason, Executive shall surrender, transfer possession of, and deliver (collectively,
“Transfer”) to the Company all originals and all copies, in whatever form (whether written, contained on computer
media or otherwise) of: (i) all Confidential Information; and (ii) all property, notes, manuals, reports, documents and other things
that relate in any way, directly or indirectly, to any Confidential Information (subparts (i) and (ii) are referred to collectively
as “Information”), as are in Executive’s possession, custody or control. If requested by the Company,
the Transfer shall be accompanied by a written statement executed by Executive, certifying that: (A) all originals and all copies
of all Information have been returned to the Company; and (B) Executive has not retained any original or copy of any Information.
Notwithstanding anything to the contrary contained in this Section 9(c), Executive may comply with any properly issued subpoena
or order of an administrative or judicial body, provided that Executive shall give the Company written notice of such subpoena
or order at least 10 days prior to Executive’s compliance therewith.


(d)             Executive shall also execute the Company’s standard confidentiality and invention assignment agreement, as it may
be updated from time to time.


(e)             All
restrictive covenants contained in this Section 9 shall survive termination of this Agreement.



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10.            Restrictive Covenants.


(a)             No Solicitation. Executive acknowledges and agrees that the Company has devoted, and will devote, significant effort,
time, and expense to the creation and development of the goodwill of the customers that they serve and the personnel that they
employ, that the identities of many of the customers and prospects represent trade secrets of the Company, and that Executive will
benefit from, and will be expected to nurture these relationships while Executive is employed by the Company. Executive further
acknowledges and agrees that it would be unfair and would cause irreparable injury to the Company if, following the expiration
or termination of Executive’s employment with the Company, regardless of the reason, Executive were to solicit any of the
Company’s customers with whom Executive had direct contact during Executive’s employment with the Company to promote
or sell any product or service that competes with the Company or its affiliates, or to induce any of the Company’s officers,
directors, managers, members, employees, subcontractors or agents (collectively, “Employees”) with whom Executive
had direct contact during Executive’s employment with the Company to terminate their relationship with the Company. Accordingly,
Executive agrees that, during the Time Period set forth in Section 10(d) below, Executive shall not, directly or with or through
any other Person, directly or indirectly, whether as an officer, director, partner, employee, agent, member, stockholder, or in
any other capacity whatsoever: (i) call on, solicit, divert, interfere with or take away, or attempt to call on, solicit, divert,
interfere with or take away, any of the projects, business, clients, customers or prospects (or employees of such customers or
prospects) of the Company with whom Executive had contact during Executive’s employment with the Company by promoting or
selling any product or service that competes with the Company or its affiliates, either for Executive’s own benefit or for
any other Person; provided that, to insure Executive’s compliance with this subpart (i), promptly following the expiration
or termination of Executive’s employment with the Company, regardless of the reason, the Company will provide Executive a
list of customers and prospects of the Company with whom Executive had direct contact during Executive’s employment with
the Company; or (ii) solicit, attempt to solicit, cause the solicitation of, induce or influence, or seek to induce or influence,
any employees of the Company on the effective date of Executive’s termination with whom Executive had direct contact during
Executive’s employment with the Company (excluding any Employees who are no longer in the employ of the Company), for employment
by any Person other than the Company and/or to terminate their relationship with the Company.


(b)             Non-Disparagement. Executive agrees that, during Executive’s employment with the Company and thereafter, Executive
shall not, directly or with or through any other Person, directly or indirectly, make, issue, release, or authorize any written
or oral statements to any third Person that are derogatory or defamatory in nature with respect to the Company, or any of their
respective members, directors, officers, employees, subcontractors or agents.


(c)             Irreparable
Harm. The restrictive covenants contained in Section 9 and this Section 10 are, and shall be construed as constituting,
agreements independent of any other Sections of this Agreement. Executive acknowledges and agrees that the restrictions and covenants
contained in Section 9 and this Section 10 are reasonable and necessary in order to protect the Company’s legitimate business
and proprietary interests, and that any violation thereof would result in irreparable injury to the Company. Accordingly, if Executive
violates any of the restrictive covenants contained in Section 9 or this Section 10, then: (i) the Company shall be authorized
and entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, as well as an equitable
accounting of all profits and benefits arising out of such violation, which rights and remedies shall be cumulative and in addition
to any other right and remedy to which the Company shall be entitled; and (ii) the Company’s obligation to make any payment
or provide any benefit under this Agreement, including without limitation any severance payment, shall cease immediately.



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(d)             Enforceability.


 (i)           
Definition of “Time Period”. For purposes of Section 10, “Time Period” shall mean and include
the period beginning as of the date of Executive’s employment with the Company and ending after the shorter of (A) the number
of months after Executive ceases to be employed by the Company (for whatever reason, whether voluntarily or involuntarily) equal
to the number of full months that Executive was actually employed by the Company under this Agreement; or (B) 12 months after
Executive ceases to be employed by the Company (for whatever reason, whether voluntarily or involuntarily), provided, however,
that if a court of competent jurisdiction determines that such 12-month period is unenforceable, then 6 months after Executive
ceases to be employed by the Company (for whatever reason, whether voluntarily or involuntarily).


 (ii)           
Enforceability of Covenants. Notwithstanding Section 10(d), should any court of competent jurisdiction determine
that any of the covenants in this Agreement are unreasonable as to duration or scope, the covenants shall be enforceable as provided
herein with respect to such duration or scope as the court determines to be reasonable.


(e)            Severability. The remaining provisions of this Section 10 shall not otherwise be affected by a court’s actions
described in this Section 10.


11.            Intellectual Property.


(a)            For
purposes of this Agreement, the term “Intellectual Property” shall mean and include discoveries, concepts,
ideas, and improvements to existing technology whether or not written down or otherwise converted to tangible form, patents, designs,
trademarks, trade names, goodwill, copyrights, all rights in inventions, designs, processes, formulae, notations, improvements,
know-how, plans, models, artistic works and all other forms of industrial or intellectual property (in each case in any part of
the world and whether or not registered or registerable and to the fullest extent thereof and for the full period thereof and
all extensions and renewals thereof) and all appplications for registration thereof and all rights and interests, present and
future, thereto and therein.



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(b)            Employee acknowledges that there is no Intellectual Property conceived, designed, originated, written, discovered, developed,
learned, created, reduced to practice, or made (collectively, “Develop”, “Develops”, and/or
“Developed”, as appropriate) by Executive, alone or with others, prior to execution of this Agreement that is
not listed and described on Schedule B to this Agreement. Executive shall promptly disclose in writing to the Company, and
to the extent necessary assign to the Company (and/or any successor, subsidiary or affiliate thereof, as determined by the Company)
any and all Intellectual Property that Executive Develops during Executive’s employment with the Company, whether such is
Developed solely or jointly with others, whether or not patentable or registerable under copyright or similar statutes, and whether
or not such conception, design, origination, writing, discovery, development, creation, reduction to practice, or making involves
the use of the time, facilities, equipment or personnel of the Company (and/or any successor, subsidiary or affiliate thereof)
(“Inventions”). Executive acknowledges and agrees that any and all such Inventions are “works for hire”
under applicable law, and all right, title and interest therein shall belong to the Company (and/or any successor, subsidiary or
affiliate thereof, as determined by the Company). Executive further agrees to assign, and does hereby assign, to the Company (and/or
any successor, subsidiary or affiliate thereof, as determined by the Company) all right, title and interest in and to any and all
such Inventions and agrees to execute all documents deemed necessary or desirable by the Company in connection therewith, including
patent and/or copyright assignments, and to cooperate both during Executive’s employment and after the termination or expiration
of the Agreement, regardless of the reason, at the Company’s expense, in all further actions deemed necessary or desirable
to confirm, register, protect or enforce the rights therein of the Company (and/or any successor, subsidiary or affiliate thereof).
Notwithstanding anything to the contrary contained in this Section 11: (i) this Section 11 shall not apply to any Inventions of
Executive that qualify fully under the provisions of California Labor Code Section 2870, the provisions of which are set forth
in Schedule A, and (ii) the assignment obligations and rights do not relate to any Inventions Developed on Executive’s
own time using no resources of the Company (and/or any successor, subsidiary or affiliate thereof) and which do not relate to the
business, actual or reasonably contemplated, of the Company (and/or any successor, subsidiary or affiliate thereof). Executive
(a) represents and warrants that Executive has identified on Schedule B all Intellectual Property, if any, Developed by
Executive (alone or with others) in which Executive claims any ownership or other right, and (b) agrees that any Intellectual Property
that is not identified on Schedule B was not Developed before commencement of Executive’s employment by the Company.


(c)            If any Person makes any claim and/or files a lawsuit or other proceeding (collectively, “Proceedings”)
against the Company alleging any infringement of its Intellectual Property rights by reason of the use or exploitation of any Intellectual
Property rights Developed by Executive, then Company shall indemnify, defend and hold Executive harmless from such Proceedings;
provided, however that (i) Executive will promptly give the Company written notice of any such Proceedings; (ii) the Company will
give Executive all reasonable assistance in connection with the Proceedings at Company’s cost and expense.


12.            Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives
of Executive upon Executive’s death and (b) any successor of the Company. Any such successor of the Company will be deemed
substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means
any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or
indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive
any form of compensation or benefits pursuant to this Agreement may be assigned or transferred except by will or the laws of descent
and distribution. None of the obligations of Executive under this Agreement may be assigned or transferred. Any other attempted
assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null
and void.


13.            Notices.
All notices, requests, demands and other communications called for under this Agreement will be in writing and will be delivered
personally by hand or by courier, mailed by United States first-class mail, postage prepaid, or sent by facsimile or by other
electronic means directed to the party to be notified at the address or facsimile number indicated for such party on the signature
page to this Agreement, or at such other address or facsimile number as such party may designate by 10 days’ advance written
notice to the other parties hereto. All such notices and other communications will be deemed given upon personal delivery, 3 days
after the date of mailing, or upon confirmation of facsimile transfer.



    	 	-10-	 



     


    




14.            Severability. In the event that any provision(s) of this Agreement becomes or is declared by an arbitrator or a court
of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without such
provision(s).


15.            Indemnification.


(a)            The Company agrees to hold Executive harmless for, from and to defend and indemnify Executive against any and all liabilities,
losses, costs, damages and expenses including without limitation, reasonable attorneys’ fees and expenses arising out of
any acts and omissions of Executive in connection with Executive’s position, provided, that Executive acted
in good faith and in a manner Executive reasonably believed to be in or not opposed to the best interests of the Company and/or
upon advice of the Company’s counsel or directive of the Board.


(b)            Executive agrees to hold the Company harmless for, from and to defend and indemnify the Company against any and all liabilities,
losses, costs, damages and expenses including without limitation, reasonable attorneys’ fees and expenses arising out of
Executive’s breach of this Agreement.


16.            Arbitration.


(a)            Executive and the Company agree that any dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, will be settled by binding
arbitration to be held in Costa Mesa, California in accordance with the National Rules for the Resolution of Employment Disputes
then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or
other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties
to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.


(b)            The arbitrator(s) will apply California law to the merits of any dispute or claim, without reference to rules of conflicts
of law. The arbitration proceedings will be governed by federal arbitration law and by the Rules, without reference to state arbitration
law.


(c)            EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS
AGREEMENT, EXECUTIVE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,
VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES
A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, DISCRIMINATION CLAIMS.


17.            Integration/Waiver.
This Agreement and the confidentiality and invention assignment agreement described in Section 9(d) above represent the entire
agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements
whether written or oral. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless
in writing and signed by duly authorized representatives of the parties hereto.



    	 	-11-	 



     


    




18.            Tax Withholding. All payments made pursuant to this Agreement will be subject to applicable taxes and other withholdings
or deductions authorized or required by law.


19.            Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH PARTY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE CENTRAL DISTRICT OF CALIFORNIA SUBJECT TO THE ARBITRATION PROVISION SET FORTH IN SECTION 16.


20.             Attorneys’ Fees. In the event of arbitration or litigation arising from this Agreement, the prevailing party
will be entitled to such party’s reasonable attorneys’ fees and costs and expenses including expert witness fees. For
purposes of this clause, the term “prevailing party” means the net winner of the dispute, taking into account the claims
pursued, the claims on which the pursuing party was successful, the amount of money sought, the amount of money awarded, and offsets
or counterclaims pursued (successfully or unsuccessfully) by the other party.


21.            Construction of Agreement. The parties have participated jointly in the negotiating and drafting of this Agreement.
If a question concerning intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of authorship.


22.            Captions. Titles or captions contained in this Agreement are for convenience and are not intended to affect the substantive
meaning of any provision.


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


24.            Code Section 409A. To the fullest extent applicable, amount and other benefits payable under this Agreement are intended
to be exempt from the definition of “nonqualified deferred compensation” under section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”) in accordance with one or more of the exemptions available under the final
Treasury regulations promulgated under Section 409A and, notwithstanding anything in the Agreement to the contrary, to the extent
that any such amount or benefit is or becomes subject to Section 409A due to a failure to qualify for an exemption from the definition
of nonqualified deferred compensation in accordance with such final Treasury regulations, this Agreement must be interpreted and
administered to the extent possible, or amended, to comply with the applicable requirements of Section 409A with respect to these
amounts or benefits.


[Signature page
follows]






    	 	-12-	 



     


    

 









IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers,
as of the day and year first above written.





	 	
    “COMPANY”
	 	 
	 	Ener-Core,
    Inc.
	 	 
		By:
	
	 	Name:	Alain
    Castro
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Address:
	 		
	 	9400
    Toledo Way
	 	Irvine,
    CA 92618
	 		
	 	Fax
    #: 949-616-3399
	 	 
	 	“EXECUTIVE”
	 	 
	 	


 
	 	Douglas
    Hamrin




 



    	 	-13-	 



     


    










Schedule
A


 


California
Labor Code Section 2870


(a)          Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer's equipment, supplies, facilities, or trade secret information, except for those inventions that
either:


(1)          Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer; or


(2)          Result from any work performed by the employee for the employer.


(b)          To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded
from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.






     


     


    

 








Schedule
B





 


1.          Proprietary
Information. Except as set forth below, I acknowledge that at this time I know nothing about the business or proprietary
information of the Company, other than information I have learned from the Company in the course of being hired:  _________________





	 
	 
	 
	 
	 
	 
	 




 


2.          Reserved
Creations. Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs,
formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the foregoing, that I wish
to exclude from the operation of this Agreement:   _______________________________________________________________________________________________


	 
	 
	 
	 
	 
	 
	 





	 	Signature:



		 
	 	 	 	 
	 	Print Name:



	Douglas
    Hamrin	 
	 	 	 	 
	 	Date:	June
    29, 2016