Exhibit
10.45


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”)
is entered into by and between HUMBL, Inc., a Delaware corporation (the “Company”), and Brian Foote, an individual
(“Employee”), effective as of July 13, 2021 (the “Effective Date”).


 


In
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.
Employment. The Company hereby employs Employee, and Employee hereby accepts such employment, on the terms and conditions of this
Agreement.


 


2.
Term. By signing this Agreement, Employee reiterates his intention to remain employed with the Company for a period of time beginning
on the Effective Date and ending on the date that is eighteen (18) months from the Effective Date (the “Initial Term”),
unless earlier terminated pursuant to Section 6 below. Following the Initial Term, this Agreement will remain in effect until terminated
by either party with fifteen (15) days’ prior written notice (the time during which Employee is employed by the Company is referred
to hereinafter as the “Term”).


 


3.
Duties.


 


3.1.
General Duties. Employee shall be employed as the President and Chief Executive Officer of the Company, and shall have such duties,
responsibilities and obligations as are established by the Company or are generally required of persons employed in similar positions.
Employee shall also perform such other services and duties for the Company which are appropriate and customary to the offices and positions
held by Employee and assigned or delegated to him from time to time by the Company.


 


3.2.
Performance. To the best of his ability and experience, Employee will at all times during the Term loyally and conscientiously
perform all duties, and discharge all responsibilities and obligations, required of and from him pursuant to the express and implicit
terms hereof, and to the reasonable satisfaction of the Company. Employee shall devote substantially all his business time, energy, skill
and attention to the business of the Company, and the Company shall be entitled to all of the benefits and profits arising from or incident
to all such work, services, and advice of Employee rendered to the Company during the Term.


 


4.
Compensation and Benefits.


 


4.1.
Salary. The Company shall pay to Employee an annual base salary of $1.00 (“Annual Base Salary”). Employee’s
Annual Base Salary, which shall be prorated for any partial employment period, will be payable in equal bi-weekly installments or at
such other intervals as may be established for the Company’s customary payroll schedule, less all applicable federal, state and
local income and employment tax withholdings required by law.


 


4.2.
Employee Benefits. During the Term, Employee will be entitled to participate in the employee benefit plans currently and hereafter
maintained by the Company of general applicability to other similarly situated employees of the Company. 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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4.3.
Vacation. Employee will be entitled to fifteen (15) days of paid vacation per year, with the timing and duration of specific vacations
mutually and reasonably agreed to by the parties hereto. Unused vacation days shall not be carried forward from year to year, nor shall
Employee be compensated for any unused vacation days.


 


4.4.
Expenses. The Company will reimburse Employee for reasonable travel, entertainment or other expenses incurred by Employee in the
furtherance of or in connection with the performance of Employee’s duties hereunder, provided that such expenses are pre-approved
in writing by the Company, are not in excess of any travel/expense budget provided to Employee, and Employee provides all receipts and
other supporting documentation as may be requested by the Company.


 


4.5.
Bonus. In the Company’s discretion and depending on various factors, including without limitation the profitability of the
Company, Employee may be eligible for certain bonuses, which Company may pay in such amounts and at such times as it deems appropriate.


 


5.
Restrictions.


 


5.1.
No Use of Company Property for Personal Use. No Company property may be used for personal purposes by Employee without the prior
written consent of the Company. Additionally, no personal expenses are to be paid for with Company funds.


 


5.2.
Corporate Opportunity Doctrine. As an employee of the Company, Employee hereby acknowledges and agrees that the “corporate
opportunity” doctrine applies to Employee with respect to his fiduciary duties to the Company. As a result, Employee agrees to
provide the Company with a right to review and accept various business opportunities that may be complimentary to the Company’s
business operations. Any business opportunity that is rejected by the Company in writing will then be excluded from the restrictions
otherwise applicable to Employee under this Section 5.2.


 


6.
Termination of Employment.


 


6.1.
Death or Disability. If Employee’s employment shall terminate due to his/her death or Disability (defined below), Employee
(or his/her estate) shall be paid, in lieu of all other payments hereunder, the following: (1) accrued and unpaid salary through the
effective date of the termination of Employee’s employment with Company (“Date of Termination”); and (2) reimbursement
for all actual and previously unreimbursed out-of-pocket business expenses properly incurred to the Date of Termination in accordance
with Company’s standard business expense reimbursement policies (collectively, the “Accrued Amounts”). The Accrued
Amounts shall be paid to Employee’s surviving spouse, if any, or otherwise to Employee’s estate, in a single lump sum payment
within thirty (30) days of Employee’s death, or, if otherwise provided in an applicable employee benefit plan, in accordance with
the time and form of payment provisions of such plan, in accordance with applicable law. For purposes of this Agreement “Disability”
shall mean that Employee has been prevented from working for more than a continuous period of twelve (12) weeks, or for shorter periods
aggregating more than ninety (90) days in any consecutive twelve (12) month period, because of physical or mental incapacity or other
disability for which Employee has been provided all legally required leaves of absence and reasonable accommodations.


 




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6.2.
Termination Without Cause or Resignation for Good Reason. If (1) Company terminates Employee’s employment during the Initial
Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from
Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on
the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal
to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and
paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on
the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee
for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee
and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination,
(B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C)
the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA
Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s
satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective,
a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims,
known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination
of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must
have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement
between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make
any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any
way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company
obligations to Employee will be automatically terminated and completely extinguished.


 


6.3.
Termination for Cause. Company shall have the right at any time, upon written notice to Employee, to terminate Employee’s
employment immediately for Cause. If Company terminates Employee’s employment for Cause, Employee shall have no right to receive
any further compensation other than the Accrued Amounts. In the event that Company terminates Employee’s employment for Cause,
Company shall pay Employee Employee’s Accrued Amounts on the Date of Termination.


 


As
used herein “Cause” shall mean: (a) conviction or entry of a plea of nolo contendere for any felony; (b) embezzlement,
misappropriation, fraud, dishonesty, unethical business conduct, or breach of fiduciary duty to Company or any affiliate (other than
those acts that are curable without damage to the Company and/or its affiliates, in which case Employee will have ten (10) days to cure
such breach following written notice thereof to Employee by Company, and other than those acts that do not result in material harm to
the Company); (c) inability or refusal to substantially perform Employee’s duties hereunder and Employee’s failure to cure
such condition within 30 days after receiving written notice thereof by the Company; (d) failure to follow reasonable and lawful directions
from the persons to whom Employee report and Employee’s failure to cure such condition within 30 days after receiving written notice
thereof by the Company; (e) use of alcohol or use of illegal drugs, interfering with performance of Employee’s obligations to Company
or any affiliate, continuing after written warning; (f) commission of any willful or intentional act which materially injures or could
reasonably be expected to materially injure the reputation, business or business relationships of Company, any affiliate, Employee or
other employees of Company or any affiliates; (g) willful disregard or violation of Company’s or any affiliate’s written
policies regarding harassment or discrimination, or any other material violation of Company’s or any affiliate’s written
policies as in effect from time to time and Employee’s failure to cure such breach within 30 days after receiving written notice
thereof by the Company; (h) gross negligence or willful misconduct in the performance Employee’s duties or with regard to the assets,
business or employees of Company or any affiliates; (i) material breach of Employee’s obligations to Company or any affiliate (other
than those acts that are curable without damage to the Company and/or its affiliates, in which case Employee will have ten (10) days
to cure such breach following written notice thereof to Employee by Company); (j) usurpation of a corporate opportunity; or (k) misappropriation,
unauthorized use or disclosure of Proprietary Information that results in a material breach of this Agreement.


 




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As
used herein “Good Reason” shall mean Employee’s resignation due to the occurrence of any of the following conditions
which occurs without Employee’s written consent, provided that the requirements regarding advance notice and an opportunity to
cure set forth below are satisfied: (i) a material reduction of Employee’s duties, authority, responsibilities or reporting relationship
relative to Employee’s duties, authority, responsibilities or reporting relationship as in effect immediately prior to such reduction;
(ii) a 10% or more reduction in Employee’s then-current salary; (iii) any material breach by the Company or any successor corporation
of any material provision of this Agreement; (iv) the failure of any acquirer or successor to the Company or any affiliate of such affiliate
or successor to assume or otherwise continue the obligations under this Agreement; or (v) the Company (or its successor) conditions Employee’s
continued service on Employee being transferred to a site of employment that would increase Employee’s one-way commute by more
than 30 miles from Employee’s then principal residence. In order for Employee to resign for Good Reason, Employee must provide
written notice to the Company of the existence of the Good Reason condition within 90 days of the initial existence of such Good Reason
condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be
required to provide the payments or benefits described herein as a result of such proposed resignation. If the Good Reason condition
is not remedied within such 30-day period, Employee may resign based on the Good Reason condition specified in the notice effective no
later than 60 days following the expiration of the 30-day cure period.


 


6.4.
Employee Resignation. If Employee resigns from Employee’s employment for any reason other than for Good Reason, Employee’s
resignation shall be considered a material breach of this Agreement. Notwithstanding the foregoing, in such event, only the following
shall apply: (i) Company shall pay Employee Employee’s Accrued Amounts on the Date of Termination, (ii) all other Company obligations
to Employee hereunder, and all Employee’s obligations to Company hereunder, shall be automatically terminated and completely extinguished,
(iii) this Agreement shall be automatically terminated, and (iv) each party shall have no claims against or liability to the other party
under this Agreement. Further notwithstanding the foregoing, during the Initial Term, Employee may only resign after first providing
120 days’ prior written notice to the Company.


 


6.5.
No Further Obligations. The amounts and benefits provided for in this Section shall be in lieu of any termination or severance
payments or benefits for which Employee may be eligible or entitled, now or in the future, under any of the plans, policies, or programs
of Company or any of its subsidiaries or affiliates. In addition, the amounts and benefits provided for in this Section shall be inclusive
of all statutory severance payable or otherwise provided to Employee in relation to Employee’s employment by Company and the termination
of Employee’s employment under this Agreement and compensation for all required notice periods. Except as otherwise expressly set
forth in this Section, from and after the date of such termination, Employee shall (i) have no right to receive any further compensation
(including salary or bonus) hereunder, and, (ii) except to the extent required by law, cease to be covered under or be permitted to actively
participate in any benefits plans or programs.


 


6.6.
Resignation from Officer Positions. If Employee’s employment with Company terminates for any reason, Employee shall be deemed
to have resigned at that time from any and all positions that Employee may have held with Company or any of its affiliates, as designated
by Company, or any other positions that Employee held on behalf of Company. If, for any reason, this Section is deemed insufficient to
effectuate such resignation, following a reasonable opportunity to review, Employee hereby authorizes Company to execute any documents
or instruments consistent herewith which Company may deem necessary or desirable to effectuate such resignation or resignations, and
to act as Employee’s attorney-in-fact. Company will provide Employee with a copy of such documents.


 




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6.7.
Section 409A. Certain payments and benefits payable under this Agreement are intended to be exempt from, or comply with, Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and Internal Revenue
Service guidance thereunder. To the extent the payments and benefits under the Agreement are subject to Section 409A of the Code, the
Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A (a) (2), (3)
and (4) of the Code and the Treasury Regulations and Internal Revenue Service guidance thereunder. Each payment and benefit payable under
this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. If the
parties determine that any payments or benefits payable under this Agreement subject to Section 409A of the Code do not comply with Section
409A of the Code, Company and Employee agree to amend this Agreement, or take such other actions as Company and Employee reasonably deem
necessary or appropriate, to comply with the requirements of Section 409A of the Code, while preserving benefits that are, in the aggregate,
no less favorable than the benefits as provided to Employee under this Agreement. If any provision of this Agreement would cause such
payments or benefits to fail to so comply, such provision shall not be effective and shall be null and void with respect to such payments
or benefits, and such provision shall otherwise remain in full force and effect.


 


7.
Confidentiality Agreement. Employee agrees to execute a Confidential Information, Invention Assignment, and Arbitration Agreement
in substantially the form attached hereto as Exhibit A (the “Confidentiality Agreement”).


 


8.
Miscellaneous.


 


8.1.
Severability. If any court determines that any provision of this Agreement or any part thereof is invalid or unenforceable, the
remainder of this Agreement shall be given full force and effect without regard to the invalid portions. If any court determines that
any provision of this Agreement or any part thereof is unenforceable because of the duration or geographic scope of such provision, such
court shall have the power to reduce the duration or scope of such provision, as the case may be and in its reduced form such provision
shall then be enforceable.


 


8.2.
Notices. Any notice required or permitted hereunder to be given by either party shall be in writing and shall be delivered personally
or sent by certified or registered mail, postage prepaid, or by overnight courier, or by facsimile or email to the party to the address
the party may designate from time to time. A notice delivered personally shall be effective upon receipt. A notice sent by facsimile
or email shall be effective twenty-four (24) hours after the dispatch thereof. A notice delivered by mail or by overnight courier shall
be effective on the earlier of the date delivered (or delivery refused) or the third day after the day of mailing.


 


8.3.
Attorneys’ Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the
parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon
the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power
to award fees and expenses for frivolous or bad faith pleading.


 


8.4.
Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the Company. This Agreement is for the unique personal services of Employee, and Employee
shall not be entitled to assign any of his rights or obligations hereunder.


 


8.5.
Entire Agreement. This Agreement and any exhibits hereto constitute the entire agreement between the parties with respect to the
employment of Employee. This Agreement can be amended or modified only in a writing signed by Employee and an authorized representative
of the Company.


 




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8.6.
Counterparts. This Agreement may be executed in counterparts and by facsimile or electronic delivery of signature pages, each
of which shall be deemed an original and all of which together shall be considered one and the same agreement.


 


8.7.
Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California without
regard to California’s conflicts-of-law, except that any dispute regarding the enforceability of the arbitration section of this
Agreement shall be governed by the FAA. To the extent that any lawsuit is permitted under this Agreement, Employee hereby expressly consents
to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for any
lawsuit filed against Employee by the Company.


 


8.8.
Arbitration. This Agreement shall be subject to the arbitration provisions set forth in Section 10 of the Confidentiality Agreement.


 


8.9.
Further Assurances. Each party agrees to execute and deliver, or cause to be executed and delivered, all such documents and instruments
and shall take, or cause to be taken all such further or other actions as are reasonably necessary or desirable upon the request of any
other party to more fully effectuate the purposes and intent of this Agreement.


 


8.10.
Modification. No provision of this Agreement shall be amended, waived or modified except by an instrument in writing signed by
all of the parties hereto.


 


8.11.
Waiver. The waiver by either party of a breach by the other party of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.


 


8.12.
Advice of Counsel. Employee hereby acknowledges that he has been, and hereby is, advised to seek legal counsel and to review this
document with legal counsel of Employee’s choice. Employee acknowledges that this Agreement is written in a manner understandable
to Employee.


 


8.13.
Voluntary Execution. Employee represents and warrants that he has signed this Agreement voluntarily and of his own free will and
that he has not been subjected to duress or undue influence from any source.


 


8.14.
Waiver of Jury Trial. as a specifically bargained inducement for each of the parties to
enter into this agreement (each party having had opportunity to consult counsel), each party expressly WAIVES THE RIGHT TO TRIAL BY JURY
IN ANY PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.


 


[Remainder
of page intentionally left blank; signature page to follow]


 




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In
witness whereof, the parties hereto have executed this Employment Agreement as of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	HUMBL, Inc.
	 	 	 
	 	By:
    	                  
	 	Printed Name: 
	 	Title:
    	 
	 	 	 
	 	EMPLOYEE:
	 	 	 
	 	 
	 	Brian Foote, an individual


 


[Signature
Page to Employment Agreement]


 




    	 



    	 



    

 


EXHIBIT
A





 


CONFIDENTIAL
INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION


AGREEMENT