Exhibit 10.1


 





	 	PRECISION OPTICS CORPORATION

  22 EAST BROADWAY

  GARDNER, MASSACHUSETTS 01440-3338

  Telephone 978 / 630-1800

  Telefax 978 / 630-1487



 


 


POC 23-0002


 


Kevin Dahill


137 Hollow Tree Ridge Road


Darien, CT 06820


 


 


Dear Kevin:


 


We are very
pleased to offer you employment at Precision Optics Corporation, Inc. (“POC” or the “Company” or “we”).
Your employment is subject to the terms and conditions set forth in this letter. Subject to those conditions, your anticipated start
date is Saturday, January 7, 2023.


 





Position: This offer is for the position of Interim Chief Financial
Officer (“Interim CFO”). Your responsibilities will be those typically associated with an Interim CFO position with the understanding,
however, that only on and after February 15, 2023, will your responsibilities include those of the principal financial officer and principal
accounting officer of POC for purposes of applicable Securities and Exchange Commission regulations and Nasdaq requirements. It is mutually
understood that your employment will run at least through May 15, 2023.


 


As Interim CFO, you will perform duties and responsibilities that are
commensurate with such position and such other duties that may be assigned to you from time to time. You will report to Joseph Forkey,
POC’s Chief Executive Officer, and to the Board of Directors of the Company. The position of Interim CFO will be a part-time, exempt
position. You will be expected to work from time-to-time on-site in our Gardner, MA office.


 


You will be expected to devote sufficient time and effort to the performance
of your duties and responsibilities for POC, and to abide by all POC policies and procedures.


 


At-Will Employment: Your employment with POC will be at-will,
meaning you or POC may terminate the employment relationship at any time, for any reason, with or without notice. Should POC decide to
terminate your employment without cause prior to May 15, 2023, POC will issue severance payments in the amount of, and in lieu of, your
usual salary to be paid from your termination date through and including May 15, 2023. The at-will nature of your employment may only
be changed by an express written agreement signed by you and POC’s Chief Executive Officer.


 


Compensation: In consideration of your services, you will be
paid a salary at a rate of $2,500 per week. Payroll will be paid every other week on our customary payroll dates. Payments will reflect
all applicable deductions including payroll taxes and will be payable in accordance with the regular payroll practices of Precision Optics
Corporation.


 


In addition, upon approval of the Board of Directors, you will be provided
a one-time option award of a non-statutory stock option to purchase 4,000 shares of Common Stock, with the exercise price equal to closing
price on the date of grant, vesting upon commencement of employment.


 


 


 


 


 



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Benefits: You will be eligible to participate in the employee
benefit plans and programs generally available to POC’s employees. A list of current employee benefits will be provided to you.
POC reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.


 


Conditions of Employment: This offer of employment is contingent
upon verification of your right to work in the United States, as demonstrated by your completion of an 1-9 form upon hire and your submission
of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three days of your start
date. In addition, this offer is contingent on your execution of the Company’s “Employee Proprietary Information Agreement”
and “Confidential Information and Invention Agreement.” This offer will be withdrawn if the above conditions are not satisfied.


 


By signing below to accept this offer of employment, you give us assurance
that you have not relied on any agreement or representation, express or implied, with respect to your employment that is not set forth
expressly in this letter. You also represent that you are able to accept this job and carry out the work that it would involve without
breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed
by a current or former employer. You also confirm that you will inform POC about any such restrictions and provide POC with as much information
about them as possible.


 


Kevin, we are looking forward to
having you join the team. Please do not hesitate to contact us if you have any questions.


 


Very truly yours,


 


/s/
Joseph N. Forkey


Joseph
N. Forkey


Chief
Executive Officer


 


 


 


Employee
Acceptance


 


I, Kevin
Dahill, hereby accept the offer of  employment  as herein stated.


 








 


/s/ Kevin Dahill                         


Signature


 


Jan 5,
2023                                    


Date


 


 


 


 


 






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