Exhibit 10.1


Ironclad Performance Wear


2201 Park Place, Suite 101


El Segundo, California
90245


 


February 3, 2014


Jeff Cordes


1570 Bent Creek Drive


Southlake, Texas 76092


 


Dear Jeff:


 


Ironclad Performance
Wear Corp. (the “Company”) is pleased to offer you employment on the following terms:


 


	1.		Position. You will serve in a full-time capacity as Chief Executive
Officer of the Company, and will report directly to the Board of Directors of the Company (the “Board”).
We will endeavor to appoint you to the Board as soon as practicable, and in no event later than the upcoming Annual Stockholders
Meeting of the Company, and so long as you serve as the Chief Executive Officer of the Company, you will have a position on the
Board. Your primary duties will be those normally and customarily vested in the office of Chief Executive Officer of a corporation,
subject to the supervision, direction and control of the Board. By signing this letter agreement, you represent and warrant to
the Company you are under no contractual commitments inconsistent with your obligations to the Company.



	2.		Salary and Bonus. You will be paid a salary at the annual rate of $300,000,
payable in semi-monthly installments in accordance with the Company’s standard payroll practices for salaried employees.
Your pay will be reviewed annually by the Board. Your pay will be subject to adjustment pursuant to the Company’s employee
compensation policies in effect from time to time. You will also have the opportunity to earn an incentive bonus of $125,000 (with
upside potential with over-achievement of the corporate objectives) based upon the Company’s achieving its stated revenue
and Operating Income (Operating Income is defined as Earnings before interest, tax, depreciation, amortization, and stock option
expense) targets, and upon you and or the Company achieving certain stated corporate objectives. The actual bonus plan will be
completed with your input within 30 days of the commencement date of your employment. Your earned bonus will be paid based upon
the results of 2014, with 50% paid in cash on or before the end of Q1 2015 and 50% paid in restricted stock. The restricted stock
will be granted, if the bonus is earned, at the end of Q1 2015, and 50% of such grant (the “Unvested Portion”)
shall be subject to a risk of forfeiture until such time as the Board reasonably determines that the 2015 performance will surpass
the 2014 performance for revenue and Operating Income, and upon such determination, the Unvested Portion shall become fully vested.
If the Board has not made the determination that 2015 performance for revenue and Operating Income will surpass the same for 2014
on or before December 31, 2015, the Unvested Portion shall become forfeited. You will be responsible for making your own determination
as to whether you will make an 83(b) election with respect to the Unvested Portion and pay income tax on the Unvested Portion
at the fair market value thereof on the date of grant, or wait until the Unvested Portion becomes fully vested, and pay income
tax on the Unvested Portion at the fair market value thereof on the date of vesting.



	3.		Stock Options. Subject to the approval of the Company’s Board of Directors
or its Compensation Committee, you will be granted an option to purchase 2,700,000 shares of the Company’s Common Stock.
The exercise price per share will be equal to the fair market value per share on the last trading date prior to your first day
of employment, which will be the date the option is actually granted. The option will be subject to the terms and conditions applicable
to options granted under the Company’s Stock Incentive Plan, as described in that Plan and the applicable stock option agreement.
You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in monthly installments
over the next 36 months of service, as described in the applicable stock option agreement. In the event there is a sale of
the Company to an unaffiliated third party buyer (provided that a “going private” transaction or private equity investment
or purchase of equity interests in the Company shall not be considered a “sale” even if it might constitute a “change
in control”), during the term of your employment, your unvested stock options shall be vested immediately prior to such
sale. In the event there is a “going private” transaction or private equity investment or purchase of equity interests
in the Company that is not considered a “sale,” during the term of your employment, and if your employment
with the Company is terminated by the Company for any reason other than “cause” (as defined below) within 6 months
thereafter, your unvested stock options shall be vested immediately upon such termination.







    	 



    	 



    





Jeff Cordes


Feb 3, 2014


Page 2


 



	4.		Employment Benefits. During your employment, you shall be eligible to participate
in all operative employee benefit and welfare plans of the Company then in effect from time to time and in respect of which all
executive officers of the Company generally are entitled to participate, including, to the extent then in effect, group life,
medical, disability and other insurance plans, all on the same basis applicable to employees of the Company who are senior executive
officers. You shall also be entitled to vacation benefits commensurate with that provided to senior executive officers, and reimbursement
of all business expenses in accordance with the Company’s policies on expense reimbursement. We understand that you will
be commuting to California from your home in Texas. The Company agrees to pay the reasonable costs of your commute and lodging
in California, pursuant to arrangements to be determined between you and the Company.



	5.		Proprietary Information and Inventions. Like all Company employees, you will
be required, as a condition to your employment with the Company, to sign the Company’s standard Employee Proprietary Information
and Inventions Agreement, a copy of which is attached hereto as Exhibit A.



	6.		Period of Employment. Your employment with the Company will be “at will,”
meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without
cause. Any contrary representations which may have been made to you are superseded by this offer. Notwithstanding the foregoing,
in the event your employment is terminated by the Company other than for “cause” (as defined below) (A) within six
(6) months of a sale of the Company to an unaffiliated third party buyer or any “going private” transaction or private
equity investment or purchase of equity interests in the Company that results in a change in the beneficial ownership of securities
of the Company of more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company,
the Company shall continue to pay your then-current base salary for a period of twelve (12) months following the effective date
of such termination, and (B) at any other time during the term of your employment, the Company shall continue to pay your then-current
base salary for a period of six (6) months following the effective date of such termination. This is the full and complete agreement
between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s
personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only
be changed in an express written agreement signed by you and a duly authorized officer of the Company. For purposes of this letter
agreement, “cause” means (i) a material breach of any provision of any written agreement between you and the Company
after notice to you of the particular details thereof and a period of 30 days thereafter within which to cure such breach and
your failure to cure such breach within such 30 day period; (ii) conviction of, or a plea of nolo contendere for, any felony criminal
offense or any offense involving dishonesty or moral turpitude; (iii) engaging in dishonest or fraudulent activities which are
injurious to Company; (iv) refusal to follow any lawful directives of the Board; (v) gross negligence or incompetence or willful
misconduct which is injurious to Company; or (vi) breach of fiduciary duty to the Company which involves a material personal profit.



	7.		Outside Activities. While you render services to the Company, you will not
engage in any other gainful employment, business or activity without the written consent of the Board. While you render services
to the Company, you also will not assist any person or organization in competing with the Company, in preparing to compete with
the Company or in hiring any employees of the Company.



	8.		Withholding Taxes. All forms of compensation referred to in this letter are
subject to reduction to reflect applicable withholding and payroll taxes.



	9.		Entire Agreement. This letter and the Exhibit attached hereto contain all of
the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between
you and the Company.



	10.		Amendment and Governing Law. This letter agreement may not be amended or modified
except by an express written agreement signed by you and a duly authorized officer of the Company. THE TERMS OF THIS LETTER AGREEMENT
AND THE RESOLUTION OF ANY DISPUTES WILL BE GOVERNED BY CALIFORNIA LAW, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.







    	 



    	 



    

Jeff Cordes


Feb 3, 2014


Page 3


 



Pursuant
to Ironclad’s policy for hiring executive officers, this offer is contingent upon the satisfactory results of a background
check, and your passing a drug screening test. Also, as required by law, your employment with the Company is contingent upon your
providing legal proof of your identity and authorization to work in the United States.


We hope that you
find the foregoing terms acceptable. You may indicate your agreement with these terms and accept this offer by signing and dating
both the enclosed duplicate original of this letter and the enclosed Proprietary Information and Inventions Agreement and returning
them to the Company.


 


This offer, if not
accepted, will expire at the close of business on February 9, 2014.


If you have any questions, please call
me at office (303) 228-8760 or cell (720) 470-7411.





	 	 	Very truly yours,
	 	 	 
	 	 	IRONCLAD PERFORMANCE WEAR






	 	By: 	/s/ Vane Clayton	 
	 		Vane Clayton, Director	 
	 	 	 	 
	 	 	 	 






I have read and accepted this employment offer:  







	 	 
	/s/ Jeff Cordes	 
	Signature of Jeff Cordes 	 
	 	 
	 	 
	Dated: 2/9/14