Exhibit 10.23


 


Goedeker’s

Trusted since 1951


13850
Manchester Rd. | Ballwin, MO 63011


 


August
15, 2019


 


Mr.
Douglas Moore


[Address]


 


Dear
Doug:


 


It
is my privilege and pleasure to offer you the position of Chief Executive Officer with 1847 Goedeker Inc. (the “Company”).
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 $300.000.00, paid twice-monthly 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. The current annual EBITDA target
                                         is based on a $2 million calculation made at the time of the April 6, 2019 transaction.
                                         The target for the 2019 transition will be $666,667 for the months of September through
                                         December to coincide with your dates of employment in 2019. Payment of any bonus will
                                         start at 90% achievement of that number and result in a bonus of 25% of your salary earned
                                         in 2019. At 100% of that $666,667 target your bonus will rise to 35%. A scale will be
                                         established where the 100% rate is earned and capped at 150% of the targeted EBITDA.
                                         



 


		●	An
                                         option to purchase 10 percent of outstanding Common Stock of 1847 Goedeker Holdco Inc.
                                         (“Holdco”), the parent company of the Company. The exercise price of the
                                         option will be at a price equating $100,000 of value and 10% of the Common Stock shares
                                         outstanding, which is consistent with Holdco’s investment basis in the April 6,
                                         2019 transaction. Vesting of the options will occur annually over a 4-year schedule of
                                         25% per year, which accumulates the ownership at 2.5% per year.. The grant of the options
                                         is subject to the terms of a Stock Incentive Plan to be adopted by the board of directors
                                         of Holdco. The granting of this option shall be subject to the Company obtaining the
                                         consent of its (and its affiliates) senior lenders.



 


		●	Relocation:
                                         
	 	 	 



		o	A
                                         relocation signing bonus in the amount of $35,000.00 (less applicable deductions).
	 	 	 



		o	Reimbursement
                                         of living and accommodations for up to six months is allowed in the St. Louis area. Meals
                                         and ordinary daily expenses are excluded from reimbursement. Car rental is included for
                                         up to two months, at which point you are to provide your own vehicle for transportation.



 






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		o	Once
                                         monthly round trip airline tickets to St. Louis for either you or your spouse is reimbursable
                                         through April 2020.



 


Note:
Should you voluntarily resign or be terminated for cause within twenty four months of the effective date of your relocation, you
will be required to repay to Goedeker’s 1847 a portion of the relocation signing bonus , pro-rated for the remainder of
the twenty four month period within thirty days of your departure date.


 


		●	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 Goedeker’s policies, including our Code of Conduct and our Insider
                                         Trading policies. Further details on these policies and others are outlined in the Employee
                                         Handbook, which you will receive on your first day of employment.



 


		●	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. 



 


		●	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.



 






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		●	NON-COMPETITION.



 


During
Employment. During Employee’s employment hereunder, Employee shall 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. Employee
shall also devote 100% of his work time to the Company.


 


Subsequent
to Employment. For a one year period following the termination of Employee’s employment for any reason or without reason,
Employee shall not in any capacity (whether in the capacity as an employee, officer, director, partner, manager, consultant, agent
or owner with any business or entity that is in competition with the Company.


 


Non-solicitation.
For a two year period following the termination of Employee’s employment for any reason or without reason, Employee shall
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 Employee’s termination or within three months prior to leaving his 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.


 


		●	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.   



 


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



 


[Signature
page follows]


 









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While
every member of our team is critical to our success, your role of Chief Executive Officer is one that I look to for significant
contributions. I look forward to welcoming you to the team, working with you and positioning Goedeker’s for a successful
future! If you have any questions, please do not hesitate to call me at (703) 234-8834 Ellery Roberts, Chairman of 1847 Holdings.


 


Regards,


 


	/s/ Ellery W. Roberts	 
	Ellery Roberts	 
	Chairman	 
	Goedeker’s 1847 	 




 


	Douglas Moore	 	/s/ Douglas Moore	 	August 15, 2019
	Print Name	 	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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