Exhibit 10.24


 


Goedeker’s

Trusted since 1951


13850
Manchester Rd. | Ballwin, MO 63011


 


April
21, 2020


 


Mr.
Douglas Moore


[Address]


 


Dear
Doug:


 


As
you are aware, 1847 Goedeker Inc. (the “Company”) is filing a registration statement on Form S-1 relating to a firm
commitment initial public offering of its securities (the “IPO”). In connection with the IPO, we are proposing to
amend your offer letter, dated August 15, 2019 (the “Original Agreement”), effective as of the closing of the IPO.


 


The
first three bullets of the Original Agreement will be amended and restated in their entirety to read as follows:


 


		●	An
                                         annual base salary of $400.000.00, paid bi-weekly with standard payroll deductions and
                                         less applicable taxes. The base salary will be reviewed annually as part of the performance
                                         review process and the establishment of annual EBITDA budgets.



 


		●	An
                                         annual bonus target of up to 100% of your applicable base salary in accordance with the
                                         terms of the incentive plan. You will work with the board of directors of the Company
                                         to agree upon metrics in excess of present earnings targets to achieve maximum annual
                                         bonus potential. Pursuant to the terms of this plan, you must be actively employed at
                                         the time of payment in order to receive this bonus. 



 


		●	An
                                         option to purchase a number of shares of the Company’s Common Stock that is equal
                                         to 5 percent of the Company’s outstanding Common Stock on a post-issuance and fully-diluted
                                         basis immediately prior to closing of the IPO, which option will be grated immediately
                                         after closing of the IPO. The exercise price of the option will be equal to the public
                                         offering price per share paid in the IPO. Vesting of the options will occur annually
                                         over a 4-year schedule of 25% per year from the date of the Original Agreement. The grant
                                         of the options is subject to the terms of an Equity Incentive Plan to be adopted by the
                                         board of directors of the Company. The granting of this option shall be subject to the
                                         Company obtaining the consent of its (and its affiliates) senior lenders.



 


As
noted above, the foregoing amendments will become effective automatically on the closing date of the IPO.


 






     


     


    

 


Except
as set forth above, all other terms to the Original Agreement will remain in full force and effect.


 


Regards,


 


	/s/ Robert D. Barry	 	 	 
	Robert D. Barry	 	 	 
	Chief Financial Officer	 	 	 
	 	 	 	 
	Agreed and Accepted:	 	 	 
	 	 	 	 
	/s/ Douglas Moore	 	April 21, 2020	 
	Signature	 	Date