Exhibit 10.1


 


Separation and Release of Claims Agreement


 


This Separation and
Release of Claims Agreement (this “Agreement”) is dated as of October 10, 2014 (the “Execution Date”),
by and between MusclePharm Corporation, a Nevada corporation (the “Company”), on behalf of itself, its subsidiaries
and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively
referred to herein as, the “Employer Group”), and Sydney Rollock (the “Employee”). The Company
and the Employee are sometimes collectively referred to herein as the “Parties.”


 


Agreement


 


NOW, THEREFORE,
 for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company (on its own behalf
and on behalf of its successors and assigns) and the Employee hereby agree as follows:


 


1.            The Employee’s
Separation. The Executive’s employment with the Company will terminate effective as of October 10, 2014 (the “Separation
Date”), and the Employee has provided his resignation (attached hereto as Exhibit A). After the Separation Date,
the Employee will not represent himself as being an employee, officer, or attorney of the Company for any purpose. Except as otherwise
set forth in this Agreement, the Separation Date will be the employment termination date for the Employee for all purposes, meaning
the Employee will no longer be entitled to any further compensation, monies or other benefits from the Company, including coverage
under any benefits plans or programs sponsored by the Company. The Employee hereby resigns, effective as of the Separation Date,
all positions, titles, duties, authorities and responsibilities with, arising out of or relating to his employment with the Company
and any subsidiaries and affiliates and agrees to execute any and all additional documents and take such further steps as may be
required to effectuate such resignation. The Employment Agreement is hereby canceled and the parties shall have no further obligations
to each other thereunder except as specifically provided in this Agreement.


 


2.            Certain Payments
and Benefits.


 


(a)            Payment. The Employee acknowledges
he will continue to receive his base salary up to and including the Separation Date, less applicable withholdings. Regardless of
whether the Employee revokes his Employee Release (as defined below in Section 3(b)), the Employee will be paid on the first payroll
date after the Separation Date: (i) all unpaid bonus money earned up to and including the Separation Date (the Parties acknowledge
and agree that the Employee has an accrued and unpaid bonus in the amount of $67,500.00, less applicable withholdings (the “Final
Bonus Payment”)); (ii) all accrued but unused vacation time earned up to and including the Separation Date, less applicable
withholdings, for which he will be paid); and (iii) any previously unreimbursed legitimate business expenses to which the Employee
is entitled to reimbursement following submission of proper expense reports under the Company’s business expense reimbursement
policy.


 






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(b)            Separation
Benefits. In consideration for the Employee’s execution, non-revocation of, and compliance with this Agreement, including
the Employee Release, the Company agrees to provide the following benefits:


 


(i)            Salary.
The Company will continue to pay the Employee his base salary, less applicable withholdings, for all pay periods up to and including
December 31, 2014 at which time the Employee shall cease to receive his base salary.


 


(ii)            Bonus.
The Company will pay the Employee a lump sum of $112,500 on December 31, 2014, less applicable withholdings. For the avoidance
of any doubt, the Employee agrees and acknowledges that, except for the this Bonus Payment, he is not be entitled to receive payment
with respect to any remaining portion of his 2014 target bonus, regardless of whether the performance goals are later achieved,
because as of the Separation Date, no other portion of this bonus amount has been earned.


 


(iii)            Restricted Stock Units.
The Restricted Stock Agreement dated May 6, 2014, by and between the Employee and the Company (the “RSU Agreement”)
shall be amended for any change of position, and, notwithstanding anything contained in Section 9 of the RSU Agreement, the unvested
Restricted Stock Units shall vest according to the vesting schedule set forth in Section 1 of the RSU Agreement, subject to the
Employee’s compliance with Section 4 and Section 9 below. The company will remove any applicable restrictions or limitations
for a “Specified Employee” (as such term is defined in Treasury Regulation §1.409A-1(i)), which may include
a six (6) month delay in the issuance of shares of Common Stock upon the vesting of any Restricted Stock Units under the RSU Agreement,
allowable by law.


 


(iv)            The
Employee acknowledges that these benefits exceed what he is otherwise entitled to receive upon separation from employment, and
that these benefits are in exchange for executing this Agreement. The Employee further acknowledges no entitlement to any additional
payment or consideration not specifically referenced herein and shall receive no compensation for his service on the Board from
the Separation Date until his resignation from the Board.


 


3.            Mutual Release.


 


(a)            For and in consideration
of the execution of this Agreement, the Company hereby forever releases and discharges the Employee, from any and all claims of
any kind arising out of, or related to, his employment and separation from employment with the Company, its affiliates and subsidiaries
(collectively, with the Company, the “Affiliated Entities”), which the Company now has or may have against the
Employee, whether known or unknown to the Company, and whether vicarious, derivative, or direct (the “Company Release”).
Such released claims include, without limitation, any and all claims arising under federal, state or local laws pertaining to employment
or job duties.


 






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(b)            For and in consideration
of the receipt of the payments and other benefits and promises set forth in this Agreement, the Employee, for the Employee, the
Employee’s marital community and children, the Employee’s heirs, beneficiaries, devisees, executors, administrators,
attorneys, personal representatives, successors and assigns, hereby forever releases and discharges the Company and the Employer
Group, and any of their divisions, affiliates, subsidiaries, parents, predecessors, successors, assigns, and, with respect to such
entities, their officers, directors, managers, members, employees, agents, stockholders, administrators, general or limited partners,
representatives, attorneys, insurers and fiduciaries, past, present and future (collectively, the “Released Parties”)
from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company,
its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), which the Employee
now has or may have against the Released Parties, whether known or unknown to the Employee, and whether vicarious, derivative,
or direct (the “Employee Release”, together with the Company Release, the “Releases”).
Such released claims include, without limitation, any and all claims arising under federal, state or local laws pertaining to employment,
including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et seq., the Age
Discrimination in Employment Act, 29 U.S.C. 621 et seq. (“ADEA”), the Older Workers Benefit Protection Act,
the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et seq.(“OWBPA”), the Americans with Disabilities Act,
as amended, 42 U.S.C. Section 12101 et seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et seq.,
the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et seq., the Family and Medical Leave Act of 1992, 29 U.S.C.
Section 2601 et seq., and any and all other federal, state or local laws regarding employment discrimination and/or federal, state,
or local laws of any type or description regarding employment, including, but not limited to, any claims arising from or derivative
of the Employee’s employment and separation from employment with the Affiliated Entities, as well as any and all such claims
under state contract or tort law, including, without limitation, under the Employment Agreement, and including any claim for attorneys’
fees. Notwithstanding anything else herein to the contrary, this Section 3 shall not affect and does not release: (i) any claims
that arise after the date the Employee executes this Agreement; (ii) any claims that cannot be waived by applicable law; (iii)
the Employee’s vested benefits under the Company’s qualified plans, if any; or (iv) rights to indemnification or liability
insurance coverage the Employee may have under the Indemnification Agreement, the Articles of Incorporation and the Bylaws of the
Company, or applicable law.


 


(c)            The Employee hereby
represents that the Employee has not filed or commenced any proceeding regarding the claims and matters discussed in Section 3(a).


 


(d)            For the purpose
of implementing a full and complete release and discharge of the Released Parties and the Employee, the Employee and the Company
expressly acknowledges that the Releases are intended to include in their effect, without limitation, all claims or other matters
described in Section 3(a) that the Employee or the Company does not know or suspect to exist in the Employee’s or the Company’s
favor at the time of execution hereof or upon the termination of the Employee’s employment hereunder, and that the Releases
contemplate the extinguishment of any and all such claims or other such matters. The Released Parties who are not parties to this
Agreement are third-party beneficiaries of the Releases and are entitled to enforce its provisions.


 






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(e)            The Employee warrants
that no promise or inducement has been offered for the Employee Release other than as set forth herein and that the Employee Release
is executed without reliance upon any other promises or representations, oral or written. Any modification of the Releases must
be made in writing and be signed by the Employee and the Company.


 


(f)            If any provision
of the Releases or compliance by the Employee or the Company with any provision of the Releases constitutes a violation of any
law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable
or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and
such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to
the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of the
Releases, which provisions will remain binding on both the Employee and the Company. The Releases are governed by, and construed
and interpreted in accordance with the laws of the State of Colorado, without regard to principles of conflicts of law. The Releases
represent the entire understanding of the Parties with respect to the subject matter herein, and no oral representations have been
made or relied upon by the Parties.


 


(g)            The Employee acknowledges
and agrees that he forever waives any right to recover, and will not request or accept, anything of value from any of the Released
Parties as compensation or damages growing out of, resulting from, or connected in any way with his employment or the ending of
his employment with the Company, the employment practices of the Company, or with any other act, conduct, or omission of any of
the Released Parties, other than as specifically set out in this Agreement, whether sought directly by him or by any administrative
agency or other public authority, individual, or group of individuals on his behalf.


 


(h)            The Employee specifically agrees and
acknowledges that: (i) he has read and understands the terms of this Agreement, including the Releases; (ii) he is hereby advised
in writing by the Company to consult with an attorney prior to executing this Agreement; (iii) following his execution of this
Agreement he has seven (7) days in which to revoke his Employee Release and that, if he chooses not to so revoke, this Agreement
shall become effective and enforceable on the eighth (8th) day following his execution of this Agreement (the “Effective
Date”). To revoke the Employee Release, the Employee understands that he must give a written revocation to the company,
within the seven (7)-day period following the Execution Date. If the last day of the revocation period is a Saturday, Sunday, or
legal holiday in the State of Colorado, then the revocation period shall not expire until the next following day which is not a
Saturday, Sunday or legal holiday. If he revokes the Employee Release, this Agreement will not become effective or enforceable
and the Employee acknowledges and agrees that he will not be entitled to any benefits in Sections 3(a)(i), 3(a)(ii), 3(b)(i), and
3(b)(ii) hereof; this Agreement is the final offer made to Employee and he is hereby provided with twenty-one (21) days from October
9, 2014 to consider this Agreement in general and as specifically required by and under the OWBPA. Employee acknowledges that he
was given a copy of this Agreement on October 9, 2014, that he has have had an opportunity to consult an attorney before signing
it and was provided a period of at least 21 days, or until October 30, 2014, to consider this Agreement. Employee acknowledges
that in signing this Agreement, he has relied only on the promises written in this Agreement and not on any other promise made
by the Company. Employee acknowledges that he understands that he has seven days to revoke this Agreement after execution hereof.


 






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4.            Further Promises,
Undertakings, and Acknowledgements of the Employee.


 


(a)            Return of Company
Property. As of the Separation Date, the Employee shall promptly return to the President of the Company in good and working
condition all property of the Company or any of the other Released Parties in his possession, custody, or control, including without
limitation: (i) physical property, such as Company-provided equipment, computer and related equipment, credit card(s), key(s),
or identification or access card(s) or badge(s); (ii) access codes or passwords to the Company’s information or security
systems; and (iii) all Confidential Information (as defined below) and other physical or electronic documents concerning the business
or operations of the Company or any of the other Released Parties.


 


(b)            Removal of
Personal Property. The Employee acknowledges that he has removed all of his personal property from the Company’s offices
as of the date hereof.


 


(c)            Confidentiality.


 


(i)            The
Employee understands and acknowledges that during the course of his employment by the Company, he had access to and learned about
confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating
to the Employer Group and its businesses and existing and prospective customers, suppliers, investors and other associated third
parties (collectively, “Confidential Information”). The Employee further understands and acknowledges that this
Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Employer Group
is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential
Information by the Employee might cause the Company to incur financial costs, loss of business advantage, liability under confidentiality
agreements with third parties, civil damages and criminal penalties.


 






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(ii)            For
purposes of this Agreement, the term “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 Employer Group 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.


 


(iii)            The
Employee 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.


 


(iv)            The
Employee understands and agrees that Confidential Information developed by him in the course of his employment by the Company is
subject to the terms and conditions of this Agreement as if the Company furnished the same Confidential Information to the Employee
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 Employee, provided that such disclosure is through no direct or indirect fault of the Employee
or person(s) acting on the Employee’s behalf.


 


(v)            Disclosure
and Use Restrictions. The Employee agrees and covenants: (A) to treat all Confidential Information as strictly confidential;
(B) 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; and (C) 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 Employer
Group, except as required in the performance of any of the Employee’s
remaining authorized duties or with the prior consent 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 Employee shall promptly provide written notice of any such required disclosure to the company.


 






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(vi)            Duration
of Confidentiality Obligations. The Employee understands and acknowledges that his obligations under this Agreement with regard
to any particular Confidential Information shall commence immediately and shall continue during and after his employment by the
Company for ten (10) years from the Separation Date; provided, however, that the Employee’s obligations with respect to any
trade secrets shall continue beyond ten (10) years for so long as such information remains a trade secret under applicable law.


 


(d)            Non-Competition.


 


(i)            Because
of the Employer Group’s legitimate business interest as described herein and the good and valuable consideration paid to
the Employee, the Employee agrees and covenants not to engage in any Prohibited Activity within the nutritional supplement industry
for twenty-four (24) months after the Separation Date unless approved by the company in writing.


 


(ii)            For
purposes of this Section 4(d), the term “Prohibited Activity” means any activity in which the Employee contributes
his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant,
agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity, to an entity engaged in the same
or similar business as the Employer Group, including those engaged in the business of developing, marketing, manufacturing, and
selling athlete-focused, high quality nutritional supplements primarily to specialty resellers.


 


(iii)            Nothing
herein shall prohibit the Employee 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 Employee is not a controlling person of,
or a member of a group that controls, such corporation.


 






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(e)            Non-Solicitation
of Employees. The Employee 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 Employer Group for twenty-four (24) months after the Separation
Date.


 


(f)            Non-Solicitation
of Customers. The Employee agrees and covenants, for twenty-four (24) months after the Separation Date 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.


 


(g)            Non-Disparagement.


 


(i)            The
Employee agrees not to express any statements, written or verbal, or cause or encourage others to make any derogatory or damaging
statements, written or verbal, that in any way interfere with their existing or prospective business relationships, or defame or
disparage the personal or business reputation, practices or conduct of the Company, the Employer Group, the Released Parties, the
Affiliated Entities and any of their members, managers, directors, owners, employees, officers, family members, representatives
and attorneys. Furthermore, the Employee will not represent himself as being an employee, officer, attorney, agent or representative
of MusclePharm Corporation, its subsidiaries or product lines, for any purpose. The Employee understands and acknowledges that
this Section 4(g) is a material inducement to the making of this Agreement and that he violates the terms of this Section 4(g),
any unvested Restricted Stock Units and any unvested Restricted Stock shall be immediately forfeited and the Company and the Employer
Group will be entitled to pursue any other legal and equitable remedies, including without limitation, the right to recover damages
(including but not limited to any amounts paid and/or owing under this Agreement) and to seek injunctive relief.


 


(ii)            This
Section 4(g) does not, in any way, restrict or impede the Employee 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 Employee shall promptly provide written notice of any such order to the company.


 






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5.            Knowing and
Voluntary Acknowledgement. The Employee specifically agrees and acknowledges that: (a) the Employee has read this Agreement
in its entirety and understands all of its terms; (b) the Employee has been advised of and has availed himself of his right to
consult with his attorney prior to executing this Agreement; (c) the Employee knowingly, freely and voluntarily assents to all
of its terms and conditions including, without limitation, the waiver, release and covenants contained herein; (d) the Employee
is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything
of value to which he is otherwise entitled; (e) the Employee is not waiving or releasing rights or claims that may arise after
his execution of this Agreement; and that (f) the Releases in this Agreement is being requested in connection with the cessation
of his employment with the Company.


 


6.            Restrictive
Covenant Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement,
the Employee hereby consents and agrees that the Company shall be 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. Furthermore, any breach of Sections 4(c), 4(d), 4(e),
4(f) or 4(g) by the Employee, shall result in the immediate forfeiture of the Employee’s right, title and interest in and
to all unvested Restricted Stock Units and all unvested shares of Restricted Stock.


 


7.            Non-Disparagement
of the Employee. The Company agrees that, for a period of twenty-four (24) months from the Separation Date, it shall direct
its executive officers and directors that, either on behalf of the Company or in their personal capacity, they will not make (a)
any public statement that disparages or demeans the services, ability, business ethics or conduct of the Employee; or (b) any public
comments or statements detrimental to the interests of the Employee other than in the course of lawful competition with the Employee
or as otherwise permitted by law. This Section 7 does not, in any way, restrict or impede the Company or its executive officers
and directors 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.


 


8.            Press Release.
The Company agrees that it will share an advance draft of any press release (or portion thereof) it intends to issue regarding
the Employee’s resignation from the Company. Notwithstanding the foregoing, the Company is under no obligation to revise
or modify any press release it intends to issue in that regard.


 


9.            Successors
and Assigns.


 


(a)            Assignment
by the Company. The Company may assign this Agreement to any subsidiary or corporate affiliate in the Employer Group or otherwise,
or 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 Employer Group and permitted successors
and assigns.


 






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(b)            No Assignment
by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall
be null and void from the initial date of purported assignment. Furthermore, the rights and
privileges conferred by the RSU Agreement may not be transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the restricted stock conferred in the RSU Agreement, or of any right or privilege
conferred by the RSU Agreement, or upon any attempted sale under any execution, attachment or similar process, the unvested restricted
stock conferred pursuant to the RSU Agreement and the rights and privileges conferred by the RSU Agreement immediately will become
null and void.


 


10.            Governing
Law; Jurisdiction; Venue; and Waiver of Jury Trial. This Agreement, for all purposes, shall be construed in accordance with
the laws of the State of Colorado 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 any state or federal court located in the city and county of Denver, Colorado .
The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum
to the maintenance of any such action or proceeding in such venue. The
Parties irrevocably waive the right to trial by jury and agree not to ask for a jury in any such proceeding.


 


11.            Entire Agreement.
Unless specifically provided herein, this Agreement contains all the understandings and representations between the Employee and
the Employer Group 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.
In the event of any inconsistency between the statements in the body of this Agreement and the Employment Agreement, and the RSU
Agreement, the statements in the body of this Agreement shall control.


 


12.            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 Employee and by the Chief Executive Officer 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.


 






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13.            Severability.
Should any provision of this Agreement be held by a court of competent jurisdiction to be 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.


 


14.            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.


 


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


 


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


 


17.            Attorneys’
Fees. Employee will remain indemnified for all existing and any future investigations or litigation related to his employment
with the Company and duties performed pursuant to such employment even after resignation from his current position with the Company.
Company will be responsible for any legal fees incurred during any investigation or litigation. Should the Employee breach any
of the terms of the restrictive covenants obligations referenced herein, to the extent authorized by state law, the Employee will
be responsible for payment of all reasonable attorneys’ fees and costs that the Company incurred in the course of enforcing
the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts.


 






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18.            Section 409A.
This Agreement is intended to comply with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986,
as amended (the “Code”), 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 Employee on account of non-compliance with Section 409A.


 


19.            Notice.
The Employee agrees to notify any subsequent employer of the restrictive covenants section contained in this Agreement. In addition,
the Employee authorizes the Employer Group to provide a copy of the restrictive covenants section of this Agreement to third parties,
including but not limited to, the Employee’s subsequent, anticipated or possible future employer.


 


20.            Employment
Taxes. Any payments made pursuant to this Agreement will be reported on Form W-2, if so required, and shall be subject to withholding
of applicable income and employment taxes.


 


21.            Acknowledgment
of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO
THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY
OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT TO RELEASE
THE COMPANY FROM ANY AND ALL CLAIMS.


 


[Signature Page Follows]


 




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IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the Execution Date.


 


 


	 	 	MUSCLEPHARM CORPORATION
	 	 	 
	 	 	 
	 	 	By: 	/s/ Richard Estalella
	 	 	 	Name: Richard Estalella
Title: President
	 	 	 	 
	EMPLOYEE	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Sydney Rollock	 	 	 
	Sydney Rollock	 	 	 



 



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EXHIBIT
A


 


October 10, 2014


 


Brad Pyatt


MusclePharm Corporation


4721 Ironton Street


Building A


Denver, Colorado 80239


 


Brad:


 


I would like to notify
you of my intent to resign effective October 10, 2014. As of that date, I would resign any positions in relation to any employee
benefit plans sponsored or maintained by the foregoing entities.


 


I hereby resign from
my position as the Chief Marketing & Sales Officer position effective October 17, 2014. Notwithstanding the foregoing, I hereby
agree to perform my obligation pursuant to that certain Separation and Release of Claims Agreement dated the date hereof.



 


I have enjoyed my time
here and there were no disagreements as to any matter relating to the Company’s operations, policies or practices or otherwise,
between the Company and me relative to this decision.


 


	 	 
	 	  	Sincerely,
	 	 	 
	 	 	 
	 	 	/s/ Sydney Rollock
	 	 	Sydney Rollock