Exhibit 10.1


 


SEPARATION AND GENERAL RELEASE AGREEMENT


 


This Separation and General Release Agreement
(the “Agreement”) is entered into by and between Zedge Europe AS and Zedge, Inc. (collectively, the “Zedge Entities”)
on the one hand, and Tom Arnoy (“Employee”) on the other hand, and the parties agree to the terms and conditions set
forth below:


 


1. The
Employee has resigned from his positions as General Manager of Zedge Europe AS, as Chief Executive Officer of Zedge, Inc., and
as an ex-officio member of the Zedge, Inc. Board of Directors, in each case effective as of the close of business on August 31,
2019 (the “Separation Date”). From the same date, the Employee has withdrawn from his position as Chairman of Zedge
Europe AS. Employee will notify the Central Coordinating Register for Legal Entities (Brønnøysund Register) about
his resignation as Chairman immediately, and no later than one week after signing this Agreement. Except for payment for accrued
but unused vacation time through the Separation Date which shall be paid to Employee in January 2020, following the Separation
Date, Employee shall not be eligible to participate in, or be covered by, any employee benefit plan or program offered by or through
the Zedge Entities, and Employee shall not receive any benefits or payments from the Zedge Entities, except as specifically set
forth in this Agreement.


 


2. Obligations
of the Zedge Entities.


 


a. In
full and final settlement of any and all claims that Employee has, had, or may have against the Zedge Entities in any country and/or
jurisdiction,


 


(i) the
Zedge Entities shall pay to Employee the total gross amount of One Million Two Hundred Forty-One Thousand One Hundred Fourteen
(1,241,114) Norwegian Krone (“NOK”) (the “Separation Pay”), which will be paid to Employee less applicable
taxes and withholdings in accordance with the following schedule: (A) three (3) equal gross installments of NOK 206,852.34 to be
paid monthly in accordance with Zedge Europe AS’s regular payroll schedule beginning no later than the second payroll following
the Effective Date of this Agreement as set forth in subsection 6(g) below; and (B) one gross payment of NOK 620,557 to be paid
not later than the next payroll date following the last payment set forth in Section 2(a)(i)(A); and


 


(ii) notwithstanding
the provisions of the three (3) Amended and Restated Nonqualified Stock Option Agreements between Employee and Zedge, Inc.each
dated June 2, 2016, the provisions of the Nonqualified Stock Option Agreement between Employee and Zedge, Inc. dated November 27,
2017, and the provisions of the Amended and Restated Nonqualified Stock Option Agreement between Employee and Zedge, Inc. dated
November 27, 2017 (collectively, the “Grant Agreements”), the options granted thereunder shall not terminate as a result
of the termination of Employee’s Continuous Service with Zedge, Inc. and the options shall continue to vest as scheduled,
and all vested options shall remain exercisable through the scheduled expiration, in each case, subject to, and in accordance with,
the terms of the respective Grant Agreement, provided that, in consideration thereof, Employee agrees (A) that, to the extent that
he has access to material non-public information regarding Zedge, Inc., he will remain subject to the provisions of Zedge, Inc.’s
Insider Trading Policy as if he remained an executive officer of Zedge, Inc., and (ii) for a period of two (2) years from the date
hereof, not to sell equity securities of Zedge, Inc. during a trading day that account for more than 10% and 15% of the
average daily trading volume for the Zedge Inc. Class B common stock for the trailing thirty (30) days prior to the date of sale
in the first year and second year, respectively, following the Effective Date of this Agreement.


 


Employee acknowledges
and agrees that each of the foregoing constitute good and sufficient consideration for this Agreement, including the release contained
herein.


 






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3. Obligations
of Employee.


 


a. Employee,
on behalf of Employee, Employee’s heirs, executors, administrators, successors, and assigns and all persons who may have
a cause of action through Employee (collectively, “Releasors”), to the maximum extent permitted by law, completely
and forever releases the Zedge Entities and their past, present and/or future parent companies, partners, divisions, subsidiaries,
affiliates, trustees, corporations under common control or ownership, business partners, and each of their current and former officers,
directors, shareholders, members, attorneys, insurers, agents and current and former employees, and each of their predecessors,
successors, and assigns, and all related persons, individually and in their official capacities, and their employee benefit plans
and programs and their administrators and fiduciaries (collectively, “Releasees”), from any and all claims, demands,
actions, or liabilities, known or unknown, including without limitation any claims arising out of Employee’s former employment
by, or service as an officer or director of, the Zedge Entities and/or Employee’s separation therefrom, including, but not
limited to, any and all claims under Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. § 1981; the Age
Discrimination in Employment Act (“ADEA”), as amended, and the Older Workers Benefit Protection Act; the Employee Retirement
Income Security Act of 1974, as amended; the Americans with Disabilities Act of 1990, as amended; the Immigration Reform and Control
Act; New York Human Rights Law (N.Y. Exec., §290 et seq.); N.Y. Civ. Rights Law §40 et seq.; New York City Human Rights
Law (8 N.Y. Admin. Code §8-101 et seq.); all other applicable US, Norwegian, and New York laws, statutes, local ordinances,
rules, or regulations; and all laws that govern discrimination, including without limitation discrimination based on religion,
color, race, sex, pregnancy, sexual harassment, national origin, marital status, genetic information, age, retaliation, handicap,
and/or disability; and any other statutory, common law, or public policy claim, including without limitation any tort claim (including
without limitation any claim for misrepresentation or fraud, assault, battery, intentional infliction of emotional distress, tortious
interference with employment, defamation, invasion of privacy, negligence, or negligent hiring, retention, or supervision), any
contract claim, and any employment law claim (including without limitation any claim concerning recruitment, hiring, termination,
retaliation, severance pay, stock options, whistleblowing, compensation, sick leave, holiday pay, vacation pay, fringe benefits,
discrimination and/or harassment); whether federal, state, or local; whether in law or in equity; whether of any type whatsoever
from the beginning of the world to the date of Employee’s execution of this Agreement. Employee expressly intends this release
to reach to the maximum extent permitted by law. The above list of statutes is meant to be illustrative, not exhaustive. However,
nothing in this Agreement shall be construed to prevent Employee from enforcing Employee’s rights under this Agreement or
from asserting claims for Employee’s accrued, vested benefits under any employee benefit plans in accordance with the terms
of such plans and applicable law. If any claim is not subject to release, to the extent permitted by law, Releasors waive any right
or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective
or multi-party action or proceeding based on such a claim in which Releasees are a party.


 


b. Employee
agrees and acknowledges that the consideration provided for in this Agreement is in addition to any payments, benefit or thing
of value to which Employee already is entitled from the Zedge Entities under any contract, policy, plan, procedure, or otherwise.


 






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c. Employee
agrees, to the maximum extent permitted by law, not to disclose any information regarding the underlying facts leading up to or
the existence or substance of this Agreement, except to Employee’s spouse/significant other, tax advisor, and/or attorneys
with whom Employee chooses to consult regarding Employee’s consideration of this Agreement; provided that prior to disclosing
to such individuals, Employee will inform the recipients that they are bound by the limitations of this paragraph and Employee
further agrees that the Zedge Entities shall have the right to reasonably determine that subsequent disclosures of such information
by any such recipients may be deemed to be a disclosure by Employee in material breach of this Agreement. Employee further agrees,
to the maximum extent permitted by law, not to make, or induce or cause any other person or entity to make, negative statements
or communications disparaging the Zedge Entities or their officers, directors, managers, shareholders, members, agents, business,
practices, services or products. The Zedge Entities agree, to the maximum extent permitted by law, that the Zedge Entities will
not, and will use reasonable efforts so that the current officers of the Zedge Entities as of the date hereof will not, make, or
induce or cause any other person or entity to make, public negative statements or communications disparaging Employee. Responding
to legal process, required governmental testimony or filings, or administrative or arbitration proceedings (including without limitation
depositions in connection with such proceedings) or making disclosures or communications that cannot be prohibited pursuant to
applicable law will not violate the obligations of this paragraph.


 


d. Employee
acknowledges that Employee understands that nothing in this Agreement precludes Employee from filing a charge with the Equal Employment
Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any comparable federal,
state or local governmental agency or testifying, assisting or participating in any investigation, hearing or proceeding conducted
by such agency. However, to the maximum extent permitted by law, Employee, for Employee and the Releasors, waives any right to
monetary or other recovery should any claim be pursued by any person, organization or other entity against Releasees on their behalf
arising out of or related to Employee’ employment by, or service as an officer or director of, the Zedge Entities.


 


e. Employee
acknowledges that Employee understands that nothing in this Agreement limits Employee from communicating with the Securities Exchange
Commission or otherwise participating in any investigation or proceeding that may be conducted by the Securities Exchange Commission,
including providing documents or other information, without notice to the Zedge Entities. Nothing in this Agreement limits Employee’s
right to receive an award for information provided to the Securities Exchange Commission.


 


f. Employee
warrants that neither Employee, nor anyone acting on Employee’s behalf, has filed any civil action, suit, arbitration, administrative
charge or legal proceeding, whether in court or with an administrative agency, against Releasees. Employee acknowledges that Employee
has received all wages, bonuses, and compensation and all paid time off, leave, and other benefits to which Employee may have been
entitled by virtue of Employee’s former employment by, or service as an officer or director of, the Zedge Entities. Employee
affirms Employee has no known workplace injuries or occupational diseases. Employee further affirms that Employee has not been
retaliated against for reporting any allegations of wrongdoing by the Zedge Entities, including any allegations of corporate fraud.


 


g. Employee
agrees that, between the date hereof and August 31, 2020, Employee will furnish such information and assistance to the Zedge Entities
as may be reasonably requested by the Zedge Entities in connection with any issues or matters of which Employee had knowledge during
Employee’s employment by, or service as an officer or director of, the Zedge Entities, including without limitation, assisting
in the transition of Employee’s prior duties to other employees, officers, and/or directors of the Zedge Entities and attending
meetings at the Zedge Entities’ offices or off-site, provided that the Zedge Entities shall coordinate with the Employee
reasonably in advance to schedule his cooperative efforts hereunder so as to accommodate his prior personal and professional commitments.
The Zedge Entities shall reimburse Employee for the reasonable documented out-of-pocket expenses incurred by Employee in providing
information and assistance pursuant to this paragraph, provided that any such expense exceeding FIVE HUNDRED DOLLARS ($500) shall
require the advance consent of Zedge, Inc.’s Chief Financial Officer.


 






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h. Employee
agrees that, between the date hereof and November 27, 2027, Employee will assist and cooperate with the Zedge Entities in connection
with the defense or prosecution of any claim that may be made against or by the Zedge Entities, or in connection with any ongoing
or future investigation or dispute or claim of any kind involving the Zedge Entities, including any proceeding before any arbitral,
administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims,
investigations, or proceedings relate to services performed or required to be performed by Employee, pertinent knowledge possessed
by Employee, or any act or omission by Employee. Employee further agrees to perform all acts and execute and deliver any documents
that may be reasonably necessary to carry out the provisions of this subsection. The Zedge Entities shall reimburse Employee for
the reasonable documented out-of-pocket expenses incurred by Employee in providing assistance and cooperation pursuant to this
paragraph, provided that any such expense exceeding FIVE HUNDRED DOLLARS ($500) shall require the advance consent of Zedge, Inc.’s
Chief Financial Officer. For the avoidance of doubt, the reimbursement obligations of this paragraph do not include reimbursement
for fees and/or costs associated with Employee’s retention of counsel or other advisors.


 


i. Employee
represents and warrants that as of the Zedge Entities’ receipt of this Agreement fully executed by Employee, Employee has
returned to the Zedge Entities all property belonging to the Zedge Entities except for the Zedge Entities’-issued laptop
computer and cellular telephone that were provided to Employee for use during his employment and/or service as an officer or director
(the “Zedge Entities’ Devices”), which the Zedge Entities permit him to retain as his own property. Employee
further represents and warrants that as of the Zedge Entities’ receipt of this Agreement fully executed by Employee, Employee
has permanently deleted all information regarding the Zedge Entities from the Zedge Entities’ Devices.


 


j. Any
claim or counterclaim by the Zedge Entities to enforce this Agreement shall not be deemed retaliatory.


 


4. No
Admission of Liability.


 


The parties acknowledge
that this Agreement is not an admission of liability or wrongdoing by anyone and all parties deny any wrongdoing or violation of
law.


 


5. Right
to Consult with an Attorney.


 


EMPLOYEE EXPRESSLY
ACKNOWLEDGES THAT EMPLOYEE UNDERSTANDS THAT EMPLOYEE HAS BEEN ADVISED OF EMPLOYEE’S RIGHT TO CONSULT WITH AN ATTORNEY AND
THAT EMPLOYEE WAS URGED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.


 


6. General
Terms.


 


a. The
parties affirm that the terms stated in this Agreement are the only consideration for them to sign this Agreement, and no other
promise or agreement of any kind has been made to or with them by any person or entity whomsoever to cause them to execute this
Agreement, and that they fully understand the meaning and intent of this Agreement, including but not limited to its final and
binding effect. Except for any confidentiality, non-disclosure, assignment of inventions, non-competition, and/or non-solicitation
obligations that Employee has to Zedge Europe AS and/or Zedge, Inc., that are, by their terms, intended to survive termination
of employment and/or or service as an officer or director of Zedge Europe AS and/or Zedge, Inc., which shall remain in full force
and effect, this Agreement contains the entire agreement between the parties and replaces any and all prior contracts, agreements,
or understandings between the parties arising out of or relating Employee’s employment by, or service as an officer or director
of, the Zedge Entities. This Agreement may only be changed in a writing signed by both the Zedge Entities and Employee.


 






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b. This
Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of New York, without regard to
New York’s conflict of laws principles, and the exclusive venue for any action to enforce or construe the Agreement shall
be in federal or state court in New York City, New York. It is agreed that each party irrevocably consents to the exercise of personal
jurisdiction over such party by such courts, agrees that venue shall be proper in such courts, and irrevocably waives and releases
any and all defenses based on lack of personal jurisdiction, improper venue or forum non conveniens.


 


c. Section
409A of the Internal Revenue Code of 1986, as amended. It is hereby affirmed that with respect to any and all payments and
benefits under this Agreement, the intent is that such benefits either: (i) do not constitute “nonqualified deferred compensation”
within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”), and therefore are exempt from Section
409A, (ii) are subject to a “substantial risk of forfeiture” and are exempt from Section 409A under the “short−term
deferral rule” set forth in Treasury Regulation §1.409A−1(b)(4); or (iii) are in compliance with the terms of
409A. It is further confirmed that all provisions of this Agreement are intended to be construed, interpreted and administered
in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.


 


d. If
one or more provisions of this Agreement is held to be unenforceable, the remaining provisions nonetheless shall be enforced to
the maximum extent possible. Further, if any release or covenant set forth in paragraph 3 of this Agreement is held to be unenforceable,
Employee agrees to execute a release or covenant of comparable scope that is legal and enforceable.


 


e. This
Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators,
successors and assigns.


 


f. This
Agreement may be executed in counterparts, and if so executed each such counterpart shall have the force and effect of an original.
The parties represent and warrant that they are authorized and entitled to sign this Agreement and that no other person or entity
has any interest in the matters released in this Agreement and that the parties own and have not sold, pledged, assigned or transferred
to any person or entity all or any portion of the matters or claims released in this Agreement and that the parties will indemnify
and hold harmless each other from any such claim that may be asserted against the other by any other person or entity. The person(s)
signing this agreement on behalf of each of the Zedge Entities is authorized to do so.


 


g. TO
RECEIVE THE PROMISES AND BENEFITS UNDER THIS AGREEMENT, EMPLOYEE MUST ACCEPT THIS AGREEMENT BY SIGNING AND RETURNING THIS AGREEMENT
TO JONATHAN REICH AT JONATHAN.REICH@ZEDGE.NET ON OR AFTER SEPTEMBER 1, 2019 AND ON OR BEFORE SEPTEMBER 23, 2019 (AND NOT THEREAFTER
REVOKE EMPLOYEE’S ACCEPTANCE). EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS BEEN GIVEN AT LEAST TWENTY-ONE (21) CALENDAR
DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE UNDERSTANDS THAT EMPLOYEE MAY VOLUNTARILY WAIVE SOME OR ALL
OF THE TWENTY-ONE (21) DAY PERIOD. EMPLOYEE FURTHER ACKNOWLEDGES THAT, IN THE EVENT THAT EMPLOYEE EXECUTES AND RETURNS THIS AGREEMENT
PRIOR TO THE END OF THE TWENTY-ONE (21) DAY PERIOD, EMPLOYEE’S DECISION TO DO SO WILL NOT HAVE BEEN INDUCED BY A THREAT TO
WITHDRAW OR ALTER THE OFFER PRIOR TO THE EXPIRATION OF THE TWENTY-ONE (21) DAY PERIOD. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS
BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE’S SIGNING THIS
AGREEMENT IS COMPLETELY KNOWING AND VOLUNTARY.


 






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EMPLOYEE MAY REVOKE
THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT BY DELIVERING A WRITTEN
STATEMENT OF REVOCATION WITHIN THAT SEVEN (7) DAY PERIOD TO JONATHAN REICH AT JONATHAN.REICH@ZEDGE.NET. THIS AGREEMENT SHALL NOT
BE EFFECTIVE UNTIL THE EIGHTH (8TH) DAY FOLLOWING EMPLOYEE’S EXECUTION THEREOF (THE “EFFECTIVE DATE”). IN THE
EVENT EMPLOYEE REVOKES THIS AGREEMENT ON OR BEFORE THE EXPIRATION OF THE SEVEN (7) DAY PERIOD, THE ZEDGE ENTITIES SHALL NOT BE
OBLIGATED TO PROVIDE THE CONSIDERATION SET FORTH IN THIS AGREEMENT AND THIS AGREEMENT SHALL BE OF NO FURTHER FORCE OR EFFECT. 


 


EMPLOYEE ACKNOWLEDGES
THAT EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE
ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE RELEASEES, AS DEFINED ABOVE, WHETHER INDIVIDUALLY OR COLLECTIVELY.


 


The parties knowingly
and voluntarily sign this Agreement as of the date(s) set forth below:


 


	 	 	Zedge Europe AS
	 	 	 
	 	 	 	By:	/s/ Vemund Lindaas
	 	 	 	 
	By:	/s/ Tom
Arnoy	 	Print Name: Vemund Lindaas
	 	Tom Arnoy	 	Print Title: General Manager
	 	 	 
	Date: August 31, 2019	 	Date: August 31, 2019


 


	 	Zedge, Inc.
	 	 
	 	By:	/s/ Jonathan Reich
	 	 
	 	Print Name: Jonathan Reich
	 	Print Title: CFO/COO
	 	 
	 	Date: August 31, 2019


 




 


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