Exhibit 10.25


 


Goedeker’s

Trusted since 1951


13850
Manchester Rd. | Ballwin, MO 63011


 


April
21, 2020


 


Mr.
Robert D. Barry


[Address]


 


Dear
Bob:


 


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”). You were appointed as the Company’s Chief
Financial Officer on the day that the Company was formed. It is my privilege and pleasure to now enter into a formal agreement
with you regarding your role and compensation in such position. This agreement will become effective as of the closing of the
IPO. I am confident that your strategic vision, operational expertise and commitment to our culture and values will be a tremendous
asset to the executive leadership team and the organization. The details of your offer are as follows:


 


		●	An
                                         annual base salary of $250,000, 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 50% of your applicable base salary in accordance with the
                                         terms of an incentive plan to be adopted by the board of directors of the Company. 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. 



 


		●	A
                                         15% discount on purchases from the Company.



 


		●	Four
                                         weeks of vacation per calendar year and seven Company holidays per fiscal year.



 


		●	As
                                         a regular, full-time employee of the Company, you will be eligible to participate in
                                         a number of the Company’s sponsored benefit plans once the applicable waiting periods
                                         are met.  You must complete the online enrollment process within 30 days of your
                                         hire date to elect or decline coverage.  Please be prepared to provide proof of
                                         dependent status (such as a marriage or birth certificate) for any eligible dependents
                                         you wish to enroll.  Refer to the attached Benefits Overview for additional
                                         plan information.  



 


		●	We
                                         expect you to observe any contractual or legal obligations that you owe to any previous
                                         employer.  Please advise us of any restrictive covenants, non-solicitation covenants,
                                         or other contractual or legal obligations you owe to your previous employer. You will
                                         be subject to all of our policies, including our Code of Conduct and our Insider Trading
                                         policies. Further details on these policies and others are outlined in the Employee Handbook.



 






     


     


    

  


		●	SEVERANCE:
                                         If you are terminated by the Company without cause, you will be entitled to 6 months
                                         of base compensation, which will be paid in lump sum within two weeks of the separation
                                         date; provided, however, that you sign a release of all claims against the Company as
                                         a condition to receiving such severance, which release shall be in form and substance
                                         satisfactory to the Company. 



 


		●	RESIGNATION:
                                         You agree to provide the Company with 90 days’ notice prior to resigning from or
                                         otherwise terminating your employment with the Company.



 


		●	CONFIDENTIALITY.
                                         You shall not, directly or indirectly, disclose to any person or entity who is not authorized
                                         by the Company or any subsidiary or affiliate to receive such information, or use or
                                         appropriate for your own benefit or for the benefit of any person or entity other than
                                         the Company or any subsidiary or affiliate, any documents or other papers relating to
                                         the Company’s business or the customers of the Company or any subsidiary or affiliate,
                                         including, without limitation, files, business relationships and accounts, pricing policies,
                                         customer lists, computer software and hardware, or any other materials relating to the
                                         Company’s business or the customers of the Company or any affiliate of the Company
                                         or any trade secrets or confidential information, including, without limitation, any
                                         business or operational methods, drawings, sketches, designs or product concepts, know-how,
                                         marketing plans or strategies, product development techniques or plans, business acquisition
                                         plans, financial or other performance data, personnel and other policies of the Company
                                         or any affiliate of the Company, whether generated by you or by any other person, except
                                         as required in the course of performing your duties hereunder or with the express written
                                         consent of the Company; provided, however, that the confidential information
                                         shall not include any information readily ascertainable from public or published information,
                                         or trade sources or independent third parties (other than as a direct or indirect result
                                         of unauthorized disclosure by you). This confidentiality provision shall survive the
                                         termination of this Agreement and the cessation of your employment.



 


		●	NON-COMPETITION.
                                         During your employment hereunder, you will not engage, directly or indirectly, as an
                                         employee, officer, director, partner, manager, consultant, agent, owner (other than a
                                         minority shareholder or other equity interest of not more than 1% of a company whose
                                         equity interests are publicly traded on a nationally recognized stock exchange or over-the-counter)
                                         or in any other capacity, in any business or entity that is in competition with the Company
                                         or any of its subsidiaries. You will also devote 100% of your work time to the Company.
                                         For a one year period following the termination of your employment for any reason or
                                         without reason, you will not in any capacity (whether in the capacity as an employee,
                                         officer, director, partner, manager, consultant, agent or owner) engage with any business
                                         or entity that is in competition with the Company. 



 


		●	NON-SOLICITATION.
                                         For a two year period following the termination of your employment for any reason or
                                         without reason, you will not solicit or induce any person who was an employee of the
                                         Company or any of its subsidiaries or related companies on the date of your termination
                                         or within three months prior to leaving your employment with the Company or any of its
                                         subsidiaries or related companies to leave their employment with the Company or any of
                                         its subsidiaries or related companies.



 


		●	Your
                                         employment is at-will and will begin with the Company on a date mutually agreed upon.



 






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		●	This
                                         offer is contingent upon the favorable completion of a drug and alcohol screening, background
                                         screening, and reference checks, along with proper documentation of your legal ability
                                         to work in the United States.   



 


		●	If
                                         any term or other provision of this Agreement is invalid, illegal, or incapable of being
                                         enforced by any law or public policy, all other terms or provisions of this Agreement
                                         shall nevertheless remain in full force and effect so long as the economic or legal substance
                                         of the transactions contemplated hereby is not affected in any manner materially adverse
                                         to any party. Upon such determination that any term or other provision is invalid, illegal,
                                         or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
                                         this Agreement so as to effectuate the original intent of the parties as closely as possible
                                         in an acceptable manner in order that the transactions contemplated hereby are consummated
                                         as originally contemplated to the greatest extent possible. Each party acknowledges and
                                         agrees that a breach or threatened breach of this Agreement would cause irreparable damage
                                         to the other party and that the injured party may not have an adequate remedy at law.
                                         Therefore, the obligations of the parties under this Agreement shall be enforceable by
                                         a decree of specific performance issued by any court of competent jurisdiction, and appropriate
                                         injunctive relief may be applied for and granted in connection therewith. Such remedies
                                         shall, however, be cumulative and not exclusive and shall be in addition to any other
                                         remedies which any party may have under this Agreement or otherwise. The parties further
                                         agree that, in the event of any action for specific performance in respect of such breach
                                         or violation by a party, the other party will not assert the defense that a remedy at
                                         law would be adequate.



 


		●	Facsimile
                                         execution and delivery of this Agreement is legal, valid and binding execution and delivery
                                         for all purposes. This Agreement shall not confer any rights or remedies upon any person
                                         other than the parties and their respective successors and permitted assigns. This Agreement
                                         constitutes the entire agreement among the parties and supersedes any prior understandings,
                                         agreements, or representations by or among the parties, written or oral, to the extent
                                         they related in any way to the subject matter hereof. This Agreement may be executed
                                         in one or more counterparts, each of which shall be deemed an original but all of which
                                         together will constitute one and the same instrument. This Agreement shall be governed
                                         by and construed in accordance with the laws of the State of Missouri without regard
                                         to principles of conflicts of laws. No amendment of any provision of this Agreement shall
                                         be valid unless the same shall be in writing and signed by both of the parties hereto.
                                         



 


[Signature
page follows]


 









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While
every member of our team is critical to our success, your role of Chief Financial Officer is one that I look to for significant
contributions. I look forward to welcoming you to the team, working with you and positioning the Company for a successful future!
If you have any questions, please do not hesitate to call me.


 


Regards,


 


	/s/ Douglas T. Moore	 	 	 
	Douglas T. Moore	 	 	 
	Chief Executive Officer 	 	 	 
	 	 	 	 
	/s/ Robert D. Barry	 	April 21, 2020	 
	Signature	 	Date	 




 


Please
return a signed copy of this offer letter and attached job description as formal acceptance of your ability to perform the requirements
of the position. A representative from the Human Resource team will be in touch with you before your start date to discuss what
you will need to bring on your first day. Your employment with the company is considered “at will” and can be terminated
by you at any time. The Company also reserves the same right.




 


 


 


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