Exhibit
10.2


 


AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


 


This Amended and Restated
Executive Employment Agreement (the “Agreement”) is entered into and as of April 10, 2020 by and between
EVO Transportation & Energy Services, Inc., a Delaware corporation with its principal place of business at 2075 West Pinnacle
Peak Road, Suite 130, Phoenix, AZ 85027 (the “Company”) and Thomas J. Abood, an individual residing in
Hennepin County, Minnesota (“Executive”).and amends and restates that certain Executive Employment Agreement
(the “Initial Employment Agreement”) dated September 23, 2019 (the “Initial Effective Date”)
between the Company and the Executive.


 


WITNESSETH:


 


WHEREAS, the Initial
Employment Agreement had a 12-month term and contemplates Executive commuting from his residence in Hennepin County, Minnesota
to the Company’s headquarters in Arizona and to other locations;


 


WHEREAS, the Executive
and the Company wish to extend the term of the Initial Employment Agreement in order to retain the Executive’s services on
a long-term basis and to induce the Executive to move his principal residence to the Phoenix, Arizona area;


 


WHEREAS, the Compensation
Committee of the Board of Directors has evaluated the terms of a proposed extension, has retained the services of a third-party
consultant to provide advice on possible terms, has entertained discussions with the Executive regarding possible terms and has
deliberated with the full Board of Directors; and


 


WHEREAS, the Company
and Executive have agreed to amend and restate the Initial Employment Agreement on the terms set forth herein;


 


NOW, THEREFOR, in consideration
of the mutual premises, terms and conditions contained above and herein, and for other good and valuable consideration the sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


1. Duties
and Scope of Employment. (a) Positions and Duties. During the Employment Term (as defined below), Executive will be
employed as the Chief Executive Officer and Chairman of the Board of the Company. Executive shall report and be subject to the
direction of the Company’s Board of Directors or duly authorized committees thereof. Executive’s authority, duties,
and responsibilities shall include those customarily associated with the position of Chairman of the Board and Chief Executive
Officer including day to day management of the Company and its resources.


 


(b) Obligations.
During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently
observe all of his obligations to the Company. Except as set forth on Schedule A attached hereto, Executive agrees to devote his
full business time and efforts, energy and skill to his employment at the Company, and Executive agrees to apply all his skill
and experience to the performance of his duties and advancing the Company’s interests. The foregoing shall not preclude Executive
from (i) engaging in civic, charitable or religious activities (including serving as a director, trustee or officer) or, with the
prior written consent of the Company, from serving on the boards of directors of other companies or (ii) engaging in investments,
including but not limited to real estate investments and acting as the general partner or manager thereof, as long as such activities
do not materially interfere or conflict with Executive’s responsibilities to or his abilities to perform his duties hereunder.
Except as set forth in Schedule A, during the Employment Term Executive may not perform services as an employee or consultant of
any other competitive organization and Executive will not assist any other person or organization in competing with the Company
or in preparing to engage in competition with the business or proposed business of the Company. Executive shall comply in all material
respects with and be bound by Company’s operating policies, procedures, and practices from time to time in effect during
his employment that apply to all executive-level employees of the Company. By signing this Agreement, Executive confirms to the
Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for
the Company.


 






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(c) Employment
Term. The term of this Agreement shall extend through December 31, 2023, unless terminated earlier pursuant to the terms
herein (the “Initial Term”). Unless earlier terminated pursuant to the terms herein, the Initial Term
shall be automatically renewed for consecutive additional one-year terms (each, a “Renewal Term”) upon
the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least 90 days prior
to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice specifying that the
term of Executive’s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the
case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein.
The Executive’s period of employment hereunder is referred herein as the “Employment Term,” whether
the Initial Term, the then-current Renewal Term, or the shorter period through the date of an earlier termination thereof as provided
elsewhere herein The notice of non-renewal given by the Company is referred to herein as the “Company’s Non-Renewal.”
The notice of non-renewal given by Executive is referred to herein as the “Executive’s Non-Renewal.”


 


(d) Place
of Performance. Executive will office primarily from the Company’s headquarters in Phoenix, Arizona or at Executive’s
secondary residence in Harbor Springs, Michigan. Executive understands and agrees that his duties will include reasonable travel
to Company locations throughout the country, and such other business travel as is reasonably necessary and appropriate to the performance
of Executive’s duties hereunder, subject to reimbursement of expenses and the Transportation Supplement provided pursuant
to Section 6 below.


 


2. At-Will
Employment. The parties agree that Executive’s employment with the Company will be “at-will” employment and
may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “Company’s
At-Will Termination”) or by Executive without Good Reason (in any such case, “Executive’s At-Will
Termination”). Executive understands and agrees that neither his job performance for, nor promotions, commendations,
bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension,
by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Executive may be entitled
to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of
the Employment Term as set forth in Section 7(b) below.


 






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3. Compensation.
(a) Initial Base Salary. During the Employment Term, the Company will pay Executive an annual base salary as compensation
for his services (the “Base Salary”) at the initial rate of $300,000. The Base Salary will be paid periodically
in accordance with the Company’s normal payroll practices, but no later than monthly. The Base Salary will be subject to
review and adjustments will be made based upon the Company’s standard practices.


 


(b) Annual
Incentive Bonus. During the Employment Term, Executive will be eligible to earn an annual incentive bonus (an “Annual
Bonus”) under the same or substantially same bonus arrangement, plan or program as in effect for other senior executive-level
employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive-level
employees of Company, provided that Executive’s personal performance objectives shall be unique to his role as Chief Executive
Officer. Consistent therewith, the Compensation Committee of the Company’s Board of Directors (“Compensation
Committee”) will determine Executive’s target bonus opportunity and the criteria for earning such bonus, as
well as Executive’s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Executive for
such year. Notwithstanding the foregoing, the target bonus opportunity shall not be less than 100% of Base Salary. Any Annual Bonus
that is earned and becomes payable pursuant to this Section 3(b) will be paid in cash no later than 10 days after the Company’s
audited financial statements for the calendar year to which the Annual Bonus relates become available. Provided the Company achieves
the operational plan for the remainder of the 2020 calendar year as defined in Section 10(j) below (the “2020 Budget”),
Executive’s Annual Bonus for calendar year 2020 shall be an amount of options on shares of the Company’s common stock
at $2.50 per share equal to 1.5 times Executive’s Base Salary. Executive must remain employed by the Company through December
31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however, that if the Employment
Term ends prior to December 31 by reason of either termination by Executive for Good Reason or by the Company’s At-Will Termination,
the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year.
The determinations of the Compensation Committee with respect to the Annual Bonus will be final and binding unless there is direct
evidence that the determination was in violation of the terms and provision of this Section 3(b) or the applicable program, plan
or arrangement.


 


(c) Equity.
(i) At the commencement of the Employment Term Executive received an award of stock options providing the right to purchase 750,000
shares of the Company’s common stock at a price of $2.50 per share (“Initial Equity Award”). Such
stock options fully vested upon issuance. At the completion each of the first and second calendar quarters of the Employment Term
and without any other conditions, Executive received further awards of stock options providing the right to purchase 250,000 shares
each (a total of 500,000 shares) at $2.50 per share (“Subsequent Equity Awards”). Each Subsequent Equity
Award fully vests 12 months after each issuance.


 


(ii) In
connection with this Agreement, the Executive shall receive an award of additional stock options providing the right to purchase
1,200,000 shares of the Company’s common stock at a price of $2.50 per share (“Extension Equity Award”). The
Extension Equity Award shall fully vest 25% on the date of this Amendment, and 25% on each succeeding annual anniversary date of
the date of this Amendment. During the Employment Term, Executive will be eligible to receive additional awards of stock options
pursuant to the same or substantially same stock option arrangement, plan or program as in effect for other executive-level employees
of the Company from time to time and based upon the same objective standards as are applied to the other executive-level employees
of Company. Consistent therewith, the Compensation Committee will determine whether Executive will be granted any such equity awards
and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be in effect
from time to time.


 






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(iii) Notwithstanding
anything to the contrary contained in Section 12 of the EVO Transportation and Energy Services, Inc. 2018 Stock Incentive Plan
(“Company Stock Option Plan”), all vested stock options issued under the Initial Employment Agreement, including those
issued under this Agreement as they vest, shall be exercisable by the Executive during the full option period associated with the
such options (10 years) if termination of employment is the result of (A) Death, Disability, Retirement (as defined in the Company
Stock Option Plan), (B) termination by Executive for Good Reason or by the Company’s At-Will Termination or (C) the Company’s
Non-Renewal or the Executive’s Non-Renewal. The Compensation Committee shall cause the grant certificate representing the
Extension Equity Award to reflect this provision but this Section 3(c)(iii) shall apply to and control any options issued by the
Company to Executive regardless of whether the grant certificate contains this provision. The form of release attached as Exhibit
A shall include this provision.


 


(iv) The
Company represents and warrants that (A) the Company Stock Option Plan is in full force and effect and has not been modified or
amended since the date thereof except to increase the size of the Company Stock Option Plan in or around February 2020 and (B)
as of the date hereof the Company has authorized for issuance and reserved the requisite number of shares under the Company Stock
Option Plan to fulfill its obligations to Executive under this Section 3(c).


 


4. Employee
Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans and programs
currently and hereafter maintained by the Company of general applicability to other executive-level employees and to employees
generally of the Company, subject to eligibility requirements and the applicable terms and conditions of the subject plan or program
and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel or
change the benefit plans and programs it offers to its employees at any time. In addition., the Company will cause Executive to
be covered by a directors and officers liability insurance policy in an amount and scope of coverage customary for the size and
industry of the Company’s business (but in no event less than $2,000,000) commencing on the date of this Agreement.


 


5. Vacation.
During the Employment Term, Executive will be entitled to paid vacation of not less than 40 days per calendar year, prorated for
any partial calendar year of employment, in accordance with the Company’s standard vacation policy (including, without limitation,
its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably
agreed to by Executive and the Company. It is acknowledged that time away from work for activities described in Schedule A or Section
1(b) hereof do not constitute vacation days.


 






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6. Expenses.
(a) During the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment or other
expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder,
in accordance with the Company’s expense reimbursement policy as in effect from time to time.


 


(b) The
Company shall pay costs of Executive’s relocation of his residence to Phoenix, Arizona as incurred up to $30,000. To the
extent relocation costs exceed $30,000, Executive shall apply to the Compensation Committee for reimbursement of such costs in
the discretion of the Compensation Committee.


 


(c) Beginning
January 1, 2021, provided the Company is performing at 80% of the then applicable Company budgeted EBITDA for the applicable quarterly
period as shown in the Company’s internal unaudited financial statements, the Company shall pay Executive a quarterly transportation
supplement (“Transportation Supplement”) in the amount of $25,000. Such amount shall be paid without withholding, not
reportable as wages on form W-2 and no later than the 15th day following calendar quarter end. The Transportation Supplement shall
constitute an accountable plan such that Executive shall annually provide the Compensation Committee with a record showing the
total actual costs of transportation for business purposes incurred over the year which actual costs include fuel, maintenance,
hangar costs, insurance, depreciation and other similar expense items. To the extent Executive’s annual actual costs of transportation
for business purposes are less than the Transportation Supplement for the full year, the Company shall add the excess amount of
Transportation Supplement to Executive’s reportable wages on form W-2.


 


7. Accrued
Obligations; Severance; COBRA. (a) Accrued Obligations. Upon the termination or expiration of the Employment Term for
any reason, Company shall pay to Executive the following: (i) all unpaid Base Salary through the last day of the Employment Term;
(ii) all unreimbursed or other expenses or transportation supplement that otherwise are payable to Executive pursuant to Section
6 above, and (iii) all other accrued payments or benefits to which Executive is entitled and has earned under the terms of any
applicable compensation, bonus, award or similar arrangement, plan or program, subject to Section 3(b) with respect to bonus accrual
and eligibility (collectively, the “Accrued Obligations”). The Accrued Obligations shall be paid to Executive
in a lump sum in cash within thirty (30) days following the termination or expiration of the Employment Term, unless otherwise
required by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted
thereunder.


 


(b) Severance.
If the Employment Term ends by reason of either termination by Executive for Good Reason or by the Company’s At-Will Termination,
the Company shall pay to Executive an amount equal to the Executive’s annual Base Salary (“Severance Pay”).
The Severance Pay shall be paid by the Company to Executive in substantially equal monthly installments, without reduction or set
off (other than as provided in Section 11(a) below), in accordance with the Company’s standard payroll procedures, commencing
on the 30th day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth
in the Release Agreement set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason
of termination by the Company for Cause, by the Company’s Non-Renewal or Executive’s Non-Renewal of the Initial Term
or any Renewal Term, by Executive’s At-Will Termination, or due to Executive’s death or disability, no Severance Pay
will be owing or paid to Executive.


 






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(c) COBRA.
If the Employment Term ends by reason of either termination by Executive for Good Reason, by the Company’s At-Will Termination
or by the Company’s Non-Renewal, to the extent Executive and Executive’s spouse and/or dependent children properly
(and timely) elect COBRA continuation coverage under the Company’s group health insurance plan, the Company shall pay, on
Executive’s behalf, all of the premiums due for such coverage for a period beginning on the date the Employment Term so ended
and ending on the earliest to occur of (as applicable, “Severance Benefits”) (i) the date on which Executive
is no longer entitled to COBRA continuation coverage under the Company’s group health insurance plan, (ii) the last day of
the month that includes or immediately precedes the first day that Executive is covered under another employer’s group health
insurance plan or (iii) the last day of the month in which Executive receives his final Severance Pay payment; provided, however,
that notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend
this Section 7(c) or eliminate the benefit provided hereunder, upon written notice to Executive, but only if and to the extent
necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company, including, without limitation,
under Code Section 4980D. If the Employment Term ends by reason of termination by the Company for Cause, by the Company’s
Non-Renewal or Executive’s Non-Renewal of the Initial Term or any Renewal Term, by Executive’s At-Will Termination,
or due to Executive’s death or disability, no Severance Benefits will be owing to Executive.


 


8. Conditions
to Receipt of Severance Pay and Severance Benefits. (a) Release of Claims. The receipt of Severance Pay and Severance
Benefits will be subject to Executive signing, delivering, not revoking and complying with a general release and waiver of claims
in favor of the Company and its officers, directors and affiliates in substantially the form attached hereto as Exhibit A.


 


(b) Compliance
with Covenants. The receipt of Severance Pay and Severance Benefits will be subject to Executive’s compliance with Sections
9(a), 9(b), 9(c) and 9(d) of this Agreement. In the event Executive breaches any of Sections 9(a), 9(b), 9(c) or 9(d), (i) all
remaining payments of Severance Pay and/or Severance Benefits to which Executive otherwise is entitled pursuant to Section 7(b)
and Section 7(c) will immediately cease, and (ii) Executive will repay, or cause to be repaid, to the Company the full amount of
any payments of Severance Pay and Severance Benefits previously paid by the Company to Executive or on behalf of Executive pursuant
to Section 7(b) and/or Section 7(c) prior to the date of such breach.


 


9. Restrictive
Covenants. (a) Non-Competition. In recognition of the consideration provided herein, and in connection with the protection
of the Company’s trade secrets and customer contacts, Executive agrees that, during the Employment Term and ending on the
earlier to occur of (i) the four month anniversary following the termination or expiration of the Employment Term or (ii) the last
day of the Severance Pay period as set forth in Section 7(b) (as applicable, the “Restricted Period”),
Executive shall not either directly or indirectly, whether for consideration or otherwise: (i) engage in (except on behalf of the
Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business anywhere in the
Territory (any such entity, a “Competing Entity”); or (ii) form or assist others in forming, be employed
by, perform services for, become an officer, director, member or partner of, or participant in, or consultant or independent contractor
to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Executive’s
name, counsel or assistance to, any Competing Entity.


 






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(b) Non-Solicitation.
In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive shall not either
directly or indirectly, whether for consideration or otherwise: (i) solicit or accept business from any customer of the Company
for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company to terminate,
reduce or alter in a manner adverse to the Company, any existing business arrangement or agreement with the Company, (ii) be employed
by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee
of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation or hire. The restrictions
set forth in this Section 9(b) shall not prohibit any form of general advertising or solicitation that is not directed at a specific
person or entity or does not relate to a Competing Business.


 


(c) Non-Disclosure
and Non-Use of Confidential Information. At all times both during the Employment Term and for one (1) year thereafter (except
with regard to trade secrets, for so long as such information remains a trade secret), Executive agrees that he will not, either
directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce,
distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author,
producer or similar person or entity; (ii) take any action that would make available Confidential Information to the general public
in any form; (iii) take any action that uses Confidential Information to solicit any customer of the Company or prospective customer
(with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding
twelve (12) months) in violation of Section 9(b); or (iv) take any action that uses Confidential Information for solicitation of,
or marketing for, any service or product on Executive’s behalf or on behalf of any entity other than the Company or its Affiliates
with which Executive was in fact associated, except (A) as required in connection with the performance of such Executive’s
duties to the Company or any of its Affiliates, (B) as required to be included in any report, statement or testimony requested
by any municipal, state or national regulatory body having jurisdiction over Executive, (C) as required in response to any summons
or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation,
ruling or governmental request applicable to Executive, (E) as required in connection with an audit by any taxing authority, or
(F) as permitted by the express written consent of the Company.


 


(i) In
the event Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall
promptly notify the Company of such pending disclosure and assist the Company (at the Company’s sole expense, which will
be advanced to Executive concurrently with such assistance) in seeking a protective order or in objecting to such request, summons
or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive
is required to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A)
which counsel to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable
for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential
Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium,
including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites).


 






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(ii) Executive
is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA”), that an individual
shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney,
and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of a trade
secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition,
Executive is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer for reporting
a suspected violation of law, the individual may disclose a trade secret to his or her attorney and use the trade secret information
in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and (Z) does not disclose
the trade secret, except pursuant to court order.


 


(d) Inventions
and Patents; Third Party Information. The results and proceeds of Executive’s services to the Company (whether prior
to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from
Executive’s services during Executive’s employment with the Company and any works in progress will be works-made-for-hire.
Works made for hire shall not include the Executive’s image, likeness or social media accounts. The Company will be deemed
the sole owner throughout the universe of such works-made-for-hire and any and all rights of whatsoever nature therein, whether
or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in
any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason,
any of such results and proceeds will not legally be a work-made-for-hire or there are any rights which do not accrue to the Company
under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign to the Company any and all of Executive’s
right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or
other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed.
The Company will have the right to use the same in perpetuity throughout the universe in any manner the Company determines without
any further payment to Executive whatsoever. Executive will, from time to time, as may be reasonably requested by the Company,
and at the Company’s sole expense, sign such documents and assist the Company to establish or document the Company’s
exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate
copyright or patent applications or assignments. To the extent Executive has any rights in any such results and proceeds that cannot
be assigned in the manner described above, Executive unconditionally and irrevocably waives the right to enforce such unassignable
rights. This Section 9(d) is subject to, and will not be deemed to limit, restrict or constitute any waiver by the Company of,
any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being Executive’s
employer. This Agreement does not apply to an invention or other works of authorship for which no equipment, supplies, facility
or trade secret information of the Company was used and which was developed entirely on Executive’s own time, and (i) which
does not relate (A) directly to the business of the Company or (B) to the Company’s actual or demonstrably anticipated research
or development, or (ii) which does not result from any work performed by Executive for the Company hereunder.


 






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(e) Enforcement;
Remedies. Executive acknowledges that the covenants set forth in Sections 9(a), 9(b), 9(c) and 9(d) impose a reasonable restraint
on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of
Sections 9(a), 9(b), 9(c) or 9(d) by Executive may cause serious and potentially irreparable harm to the Company and its Affiliates.
Executive therefore acknowledges that a breach of Sections 9(a), 9(b), 9(c) or 9(d) by Executive cannot be adequately compensated
in an action for damages at law, and equitable relief may be necessary to protect the Company and its Affiliates from a violation
of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that
the Company may be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and
permanent injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Executive
acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver
of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive.


 


(f) Modification.
In the event that any provision or term of this Sections 9(a), 9(b), 9(c) or 9(d), or any word, phrase, clause, sentence or other
portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 9(a)
or 9(b)) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in
such a manner as to be effective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent
as to which it may be enforceable under applicable law. Such modified restriction(s) shall be enforced by a court having jurisdiction.
In the event that such modification is not possible, because each of Executive’s obligations in Sections 9(a), 9(b), 9(c)
and 9(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall
be enforceable.


 


10. Definitions.
For purposes of this Agreement, the following defined terms have the following meanings:


 


(a) “Affiliate”
means, with respect to the Company, any corporation, limited liability company, partnership, business trust or organization, or
other entity directly or indirectly controlling, controlled by or under common control with the Company, where control means holding
more than 50% of both the voting interests of the entity and the authority to direct the management and policies of the entity.


 






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(b) “Cause”
means any of the following: (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving
dishonesty, wrongful taking of property, immoral conduct, bribery or extortion or any felony; (ii) willful material misconduct
by Executive in connection with the business of the Company and its Affiliates; (iii) Executive’s continued and willful failure
to perform substantially his responsibilities to the Company under this Agreement; (iv) Executive’s material breach of this
Agreement; (v) Executive’s fraud, theft or material dishonesty against the Company, its Affiliates or its customers; (vi)
Executive’s willful and material breach of the Company’s written code of conduct and business ethics or other material
written policy, procedure or guideline in effect from time to time and applicable to the Company’s employees generally relating
to personal conduct; or (vii) Executive’s willful attempt to obstruct or willful failure to cooperate when with any investigation
authorized by the Board or any governmental or self-regulatory entity. Any determination of Cause by the Company shall be made
by a resolution approved by a majority of the members of the Board, provided that with respect to Sections 10(a)(ii), 10(a)(iii),
10(a)(iv), 10(a)(vi) and 10(a)(vii) and notwithstanding any other provision of this Agreement to the contrary, Company shall not
terminate the Employment Term for Cause unless (x) the Company notifies Executive in writing of such determination within ninety
(90) days following the Company’s first knowledge of the existence thereof (which notice specifically identifies the reasons
and details therefore), (y) Executive fails to remedy the same within thirty (30) days after the date on which he received such
notice (the “Remedial Period”), and (z) the Company terminates the Employment Term for Cause within thirty
(30) days after the end of the Remedial Period.


 


(c) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(d) “Competing
Business” means (i) a business that is engaged in the acquisition or operation of compressed natural gas fueling
stations, (ii) a business that is engaged in providing freight trucking services primarily to the United States Postal Service,
or (iii) any other business in which the Company or any of its Affiliates is then-currently engaged or was engaged at any time
in the twelve (12) month period prior to Executive’s last day of employment with the Company.


 


(e) “Confidential
Information” means confidential or proprietary information and/or techniques of the Company or its Affiliates entrusted
to, developed by, or made available by the Company or any of its Affiliates to Executive during the Employment Term, whether in
writing, in computer form, reduced to a tangible form in any medium, or conveyed orally, that is not generally known by others
in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information include, without
limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers of the
Company, prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company
within the immediately preceding twelve (12) months), and customer records, including contact and preference information; (iii)
costs of goods or services charged by vendors and suppliers to the Company; (iii) prices charged to specific customers and non-public
general price lists and similar pricing information; (iv) terms of contracts with customer; (vii) non- public information and materials
describing or relating to the financial condition and affairs of the Company or its Affiliates, including but not limited to, financial
statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products,
services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (viii) non-public
information and materials describing existing or new processes, products and services of the Company or its Affiliates, including
marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status
of such development; (ix) the business or strategic plans of the Company or its Affiliates; (x) the information technology systems,
network designs, computer program code, and application practices of the Company or its Affiliates; (xi) acquisition candidates
of the Company or its Affiliates or any studies or assessments relating thereto; and WO trademarks, service marks, trade secrets,
trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include (x) information
that, other than as a result of a breach by Executive of this Agreement, is or becomes generally known to and available for use
by the public, (y) information that is, at any time, either on the Company’s website or is in brochures, advertising and
other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive
discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months) or (z) became known to
the Executive other than through his relationship with the Company.


 






    10


     


    

 


(f) “Disability”
means Executive’s inability to perform one or more essential functions of his position, after taking into account reasonable
accommodations, by reason of any medically diagnosed physical or mental impairment and such inability continues for a period of
at least 90 consecutive calendar days. A determination of such Disability will be made by a physician reasonably acceptable to
the Company and Executive (or, if applicable, his spouse or legal representative).


 


(g) “Good
Reason” means the occurrence of any of the following events, without the written consent of Executive:


 


(i) any
reduction in Executive’s Base Salary (as it may have been increased after the Effective Date), except by no more than ten
percent (10%) as part of an across the board salary reduction uniformly applied to all executive-level employees of the Company;


 


(ii) any
material reduction in Executive’s authority, duties or responsibilities or the assignment to Executive of any duties that
are inconsistent with his position or;


 


(iii) any
other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which
Executive provides services to the Company or any of its Affiliates.


 


Notwithstanding any other provision of
this Agreement to the contrary, Executive shall not terminate the Employment Term for Good Reason unless (A) Executive notifies
the Company in writing of the condition that Executive believes constitutes Good Reason within ninety (90) days following the Executive’s
first knowledge of the existence thereof (which notice specifically identifies such condition and the details regarding its existence),
(ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “Remedial
Period”), and (iii) Executive terminates the Employment Term within thirty (30) days after the end of the Remedial
Period for Good Reason.


 


(h) “Section
409A” means Section 409A of the Code and the Treasury Regulations issued thereunder.


 






    11


     


    

 


(i) “Territory”
means any State in the United States in which the Company and its Affiliates then-currently conduct their business or have conducted
their business at any time in the prior twelve (12) months.


 


(j) “2020
Budget” means the 2020 cash flow forecast included and as amended from time to time in the Forbearance Agreement,
dated March 24, 2020, as amended, among the Company and Antara Capital Partners Master Fund and the other parties named therein.


 


11. Tax
Matters. (a) Withholding. All payments made pursuant to this Agreement will be subject to withholding of taxes as required
by applicable law.


 


(b) Responsibility.
Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to Executive with respect to
any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without
limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for
failure to comply with Section 409A or any other legal requirement from Executive or any other individual to the Company or any
of its Affiliates, except as provided below. Executive, by executing this Agreement, shall be deemed to have waived any claim against
the Company and its Affiliates with respect to any such tax, economic or legal consequences; provided, however, if any amount payable
pursuant to this Agreement is included in Executive’s gross income under Section 409A(a)(1)(A) of the Code, then (i) Executive
shall be responsible for the payment of the income taxes imposed on such payment and the amount of interest under Section 409A(a)(1)(B)(i)(I)
of the Code and (ii) the Company shall be responsible for the payment of the amount due under Section 409A(a)(1)(B)(i)(11) of the
Code within 30 days after such time as a final determination is made that such amount is due and payable by Executive (whether
by an agreed assessment, a decision upon administrative appeal, or a decision by a court having jurisdiction). The parties intend
that the payment under the preceding clause (ii) will comply with Treasury Regulation Sections 1.409A-3(i)(1)(i), 1.409A-3(i)(1)(v)
and 1.409A-3(i)(1)(v).


 


(c) Section
409A. The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements
of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations
Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii),
or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend
that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed
under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted,
operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding
any other provision of this Agreement to the contrary:


 


(i) if
at the time Executive’s employment hereunder terminates, Executive is a “specified employee,” as defined in Treasury
Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time,
or if none, the default methodology, then to the extent necessary to avoid subjecting Executive to the imposition of any additional
tax under Section 409A, any and all amounts payable under this Agreement on account of such termination of employment that would
(but for this provision) be payable within six (6) months following the date of termination, shall instead be paid in a lump sum
on the first day of the seventh month following the date on which Executive’s employment terminates or, if earlier, upon
Executive’s death;


 






    12


     


    

 


(ii) a
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained therein,
and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination
of employment” and like terms shall mean separation from service;


 


(iii) each
payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under
this Agreement shall be treated as a right to a series of separate payments; and


 


(iv) with
regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense,
reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,”
within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be
subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other taxable year, and (C) such payments shall be made no later than two and a half months after the end of the calendar
year in which the expenses were incurred.


 


(d) Limitation
on Payments Under Certain Circumstances. (i) Notwithstanding any other provision of this Agreement to the contrary, in the
event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (including, without limitation,
the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under any agreement, arrangement, plan
or program with the Company or any person affiliated with the Company (collectively, the “Payments”),
that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and
the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for this Section 12(d)(i),
any of the Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the
“Excise Tax”), the Company shall pay to Executive either (i) the full amount of the Payments or (ii)
an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess
parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the
foregoing amounts results in the receipt by Executive, on an after-tax basis (with consideration of all taxes incurred in connection
with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the
Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit
from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 11(d)(iii) (if applicable),
Executive shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar
year.


 






    13


     


    

 


(ii) All
computations and determinations called for by Sections 11(d)(i) and 11(d)(iii) shall be made and reported in writing to the Company
and Executive by a third-party service provider selected by the Company and Executive (the “Tax Advisor”),
and all such computations and determinations shall be conclusive and binding on the Company and Executive. For purposes of such
calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application
of Code Sections 280G and 4999. The Company and Executive shall furnish to the Tax Advisor such information and documents as the
Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all
fees and expenses charged by the Tax Advisor in connection with its services.


 


(iii) In
the event that Section 11(d)(i) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall
be reduced by the Company in a manner and order of priority that provides Executive with the largest net after-tax value; provided
that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the
contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A.


 


12. Assignment.
This Agreement and Executive’s rights under this Agreement are personal to Executive and shall not be assignable by Executive.
The Company may, by written notice to Executive, assign this Agreement to any affiliated or successor to all or substantially all
of the business and assets the Company and then only so long as such affiliate or successor assumes and agrees, in such form and
substance as is reasonably satisfactory to Executive, to perform all of the Company’s duties, responsibilities, obligations
and liabilities hereunder, including without limitation upon the termination of the Employment Term; provided, however, the termination
of Executive’s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Executive’s
employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute
a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.


 


13. Notices.
All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on
the date of delivery if delivered personally, (b) one (1) day after being sent by a reputable commercial overnight service, or
(c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties
or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:


 






    14


     


    

 


If to the Company:


 


EVO Transportation & Energy
Services, Inc.


2075 West Pinnacle Peak Road,
Suite 130


Phoenix, AZ 85027


Attention: Secretary


Shirley Mays - smays@evotransinc.com


 


If to Executive:


 


Thomas J. Abood


[Intentionally omitted]


 


Notice may also be sent by electronic mail
to the electronic mail address provided above. Notice shall be deemed given if by electronic mail when the recipient, by an email
sent to the email address for the sender stated below or by a notice delivered by another method in accordance with this Section
13, acknowledges having received that email, with an automatic “read receipt” not constituting acknowledgment of an
email for purposes of this Section 13.


 


14. Severability.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement will continue in full force and effect without said provision.


 


15. Integration.
This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes
all prior or contemporaneous agreements whether written or oral. No waiver, alteration or modification of any of the provisions
of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed by Executive and a
duly authorized representative of the Company.


 


16. Waiver
of Breach. The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate as or
be construed to be a waiver of any other previous or subsequent breach of this Agreement.


 


17. Headings.
All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.


 


18. Governing
Law. This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach
or asserted breach of this Agreement will be governed by, the laws of the State of Arizona without regard to any choice of law
rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts for the State of
Arizona, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties
knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement,
Executive’s employment by the Company, or for recognition or enforcement of any judgment.


 






    15


     


    

 


19. Acknowledgment.
Executive acknowledges that he has had the opportunity to discuss this Agreement with and obtain advice from his private attorney,
has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly
and voluntarily entering into this Agreement.


 


20. Counterparts.
This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic transmission, and each
counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part
of each of the undersigned parties.


 


{Signature Page Follows}


 




    16


     


    


 


IN WITNESS WHEREOF,
each of the parties has executed this Employment Agreement, in the case of the Company by its duly authorized officer, as of the
Effective Date in the preamble hereof.


 


	COMPANY:	 	EXECUTIVE
	EVO Transportation & Energy Services, Inc.	 	 
	 	 	 	 	 
	By:	/s/ Scott Smith	 	By:	/s/ Thomas J. Abood
	Name: 	Scott Smith	 	Name: 	Thomas J. Abood
	Title:	Chair, Compensation Committee,	 	 	 
	 	Board of Directors	 	 	 



 






     


     


    


 


Schedule A


 


Board of Directors, NELSON Worldwide, Inc.


Board of Trustees, SBH Funds


Chair, Board of Directors, MacPhail Center
for Music


Chair, Board of Directors, Citation Jet
Pilots, Inc.


Past Chair, Archdiocesan Finance Council,
Archdiocese of St. Paul and Minneapolis


 


Consultant, NELSON Worldwide, Inc.


 




     


     


    


 


Exhibit A


 


Form of Release


 


[Date]


 


[Via __________]


Personal and Confidential


 


Thomas J. Abood


[Employee Address]


 


		Re:	Separation Agreement and Release



 


Dear John:


 


As you know, your employment with EVO Transportation
& energy Services, Inc. (the “Company”) ended effective at the close of business on [Date] pursuant to Section
2 of your executive Employment Agreement with the Company dated ______________ (the “Employment Agreement”). The purpose
of this Separation Agreement and Release letter (“Agreement”) is to set forth the specific separation pay and benefits
that the Company will provide you as set forth in Section 2 of your Employment Agreement in exchange for your agreement to the
terms and conditions of this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned to
them in them in the Employment Agreement.


 


By your signature below, you agree to the
following terms and conditions:


 


1. End
of Employment. Your employment with the Company ended effective at the close of business on [Date]. Upon your receipt of your
final paycheck, which includes payment for services through [Date], you will have received all wages, compensation and benefits
owed to you by virtue of your employment with the Company or termination thereof. If applicable, information regarding your right
to elect COBRA coverage will be sent to you via separate letter.


 


You are not eligible
for any other payments or benefits by virtue of your employment with the Company or termination thereof except for those expressly
described in this Agreement. You will not receive the separation pay and benefits described in Section 2 of this Agreement if you
(i) do not sign this Agreement and return it to the Company by the Offer Expiration, (ii) rescind this Agreement after signing
it, or (iii) violate any of the terms and conditions set forth in this Agreement.


 


2. Separation
Pay and Benefits. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations,
and other provisions contained in this Agreement, the Company agrees as follows:


 


a. [See
Employment Agreement]


 






    A-1


     


    

 


3. Release
of Claims. Specifically in consideration of the separation pay and benefits described in Section 2, and the release provided
to you by the Company below, by signing this Agreement you, for yourself and anyone who has or obtains legal rights or claims through
you, agree to the following:


 


a. You
hereby do release and forever discharge the “Released Parties” (as defined in Section 2.e. below) of and from any and
all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive or liquidated
damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever,
you have or might have against them or any of them, whether known or unknown, in law or equity, contract or tort, arising out of
or in connection with your employment or independent contractor engagement with the Company, or the termination of that employment
or engagement, or otherwise, and however originating or existing, from the beginning of time through the date of your signing this
Agreement.


 


b. This release
includes, without limiting the generality of the foregoing, any claims you may have for, wages, bonuses, commissions, penalties,
deferred compensation, vacation, sick, and/or paid time off (PTO) pay, separation pay and/or benefits; tortious conduct, defamation,
libel, slander, invasion of privacy, negligence, emotional distress; breach of implied or express contract, estoppel; wrongful
discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination
or retaliation in employment); violation of any of the following: the United States Constitution, the Wisconsin Constitution,
the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., Wisconsin Fair Employment Act, Wisconsin Wage Claim
and Payment Law, Wisconsin Business Closing and Mass Layoff Law, Wisconsin Cessation of Health Care Benefits Law, Wisconsin Family
and Medical Leave Law, Wisconsin Personnel Records Statute, Wisconsin Employment Peace Act, any paid sick leave law, any local
human rights ordinance, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e et seq., the Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. §
1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the National Labor Relations Act,
29 U.S.C. § 151 et seq., the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq.; any claim for retaliation;
all waivable claims arising under Wisconsin and local statutes. You hereby waive any and all relief not provided for in this Agreement.
You understand and agree that, by signing this Agreement, you waive and release any claim to employment with the Company.


 


c. If
you file, or have filed on your behalf, a charge, complaint, or action, you agree that the payments and benefits described above
in Section 1 are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and you waive,
and agree not to take, any award of money or other damages from such charge, complaint, or action. Notwithstanding the foregoing,
you do not waive your right to receive and fully retain a monetary award from a government-administered whistleblower award program
for providing information directly to a governmental agency.


 






    A-2


     


    

 


d. You
are not, by signing this Agreement, releasing or waiving (1) any vested interest you may have in any stock options, warrants or
other equity or 401(k) or profit sharing plan by virtue of your employment with the Company, (2) any rights or claims that may
arise after the Agreement is signed, (3) the post-employment payments and benefits specifically promised to you under Section 1
of this Agreement, (4) the right to institute legal action for the purpose of enforcing the provisions of this Agreement, (5) any
rights you have to workers compensation benefits, (6) any rights you have under unemployment compensation benefits laws, (7) the
right to file a charge or complaint with a governmental agency such as the Equal Employment Opportunity Commission (“EEOC”),
the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”),
the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency, subject to
Section 2(c) above, (8) the right to communicate with, testify, assist, or participate in an investigation., hearing, or proceeding
conducted by, the EEOC, NLRB, OSHA, SEC or other governmental agency, (9) any rights you may have under the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”), or (10) any rights arising under any agreements between you and the Company related
to any equity interests you may have in the Company.


 


e. The
“Released Parties,” as used in this Agreement, shall mean the Company and its parent, subsidiaries, divisions, affiliated
entities, insurers, if any, and its and their present and former officers, directors, shareholders, trustees, employees, agents,
attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities,
and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former
employees of the Released Parties in their official and individual capacities.


 


4. Notice
of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration Period. By signing this Agreement, you acknowledge
and agree that the Company has informed you by this Agreement that (1) you have the right to consult with an attorney of your choice
prior to signing this Agreement, and (2) you are entitled to at least Twenty-One (21) calendar days from your receipt of this Agreement
to consider whether the terms are acceptable to you. You have the right, if you choose, to sign this Agreement prior to the expiration
of the Twenty-One (21) day period.


 


5. Notification
of Rights under the Federal Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.). You are hereby notified of
your right to rescind the release of claims contained in Section 3 with regard to claims arising under the federal Age Discrimination
in Employment Act, 29 U.S.C. § 621 et seq within seven (7) calendar days of your signing this Agreement. In order to
be effective, the rescission must (a) be in writing; (b) delivered to John P. Yeros, CEO, EVO Transportation & Energy
Services, Inc., 8285 West Lake Pleasant Parkway, Peoria, AZ 85382, by hand or mail within the required period; and (c) if delivered
by mail, the rescission must be postmarked within the required period, properly addressed to John P. Yeros, as set forth above,
and sent by certified mail, return receipt requested. You understand and agree that if you rescind any part of this Agreement in
accordance with this Section 5, the Company will have no obligation to provide you the payments and benefits described in Section
2 of this Agreement and you will be obligated to return to the Company any payment(s) and benefits already received in connection
with Section 2 of this Agreement.


 


6. Return
of Property. You acknowledge and agree that all documents and materials relating to the business of, or the services provided
by, the Company are the sole property of the Company. You agree and represent that you have returned to the Company all of its
property, including but not limited to, all data, files, documents and property within your possession or control, which in any
manner relate to the business of, or the duties and services you performed on behalf of the Company. You may retain copies of contact
information and other similar records.


 






    A-3


     


    

 


7. On-Going
Obligations. If you breach any term of this Agreement or Section 9 of your Employment Agreement, the Company shall be entitled
to its available legal and equitable remedies, including but not limited to suspending and recovering any and all payments and
benefits made or to be made under Section 2 of this Agreement and payment by you of its attorneys’ fees and costs. If the
Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain
in full force and effect.


 


8. Cooperation.
You agree that through _______________ [THE SEVERANCE PERIOD], you will respond to the Company in a timely and helpful manner via
email or telephone should it have questions for you regarding your work for the Company such as, but not limited to, status of
projects, location of data and documents, and passwords, provided that such questions must be reasonable in volume and time commitment.


 


9. Non-Disparagement
and Confidentiality. The Company and the Executive promise and agree not to disparage one another or the Released Parties,
the Company’s employees, products or services. You further promise and agree not to disclose or discuss, directly or indirectly,
in any manner whatsoever, any information regarding the substance and/or nature of any dispute between the Company and any employee
or former employee, including yourself. You agree that the only people with whom you may discuss this confidential information
are your legal and financial advisors and your spouse, if applicable, provided they agree to keep the information confidential,
federal and state tax authorities, the state unemployment compensation department, other government agencies, or as otherwise required
by law. The Company and the Executive will reach a mutually agreeable statement regarding any termination under the Agreement.


 


10. Remedies.
In the event of litigation arising out of this Agreement or the Employment Agreement, the prevailing party will be entitled to
an award of its costs and reasonable attorneys’ fees. If either party breaches any term of this Agreement or the Employment
Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. If the Company seeks and/or obtains
relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect.


 


11. Non-Admission.
It is expressly understood that this Agreement does not constitute, nor shall it be construed as, an admission by the Released
Parties or you of any liability or unlawful conduct whatsoever. The Released Parties and you specifically deny any liability or
unlawful conduct.


 


12. Successors
and Assigns. This Agreement is personal to you and may not be assigned by you without the written agreement of the Company.
The rights and obligations of this Agreement shall inure to the successors and assigns of the Released Parties.


 


13. Enforceability.
If a court finds any term of this Agreement to be invalid, unenforceable, or void, the parties agree that the court shall modify
such term to make it enforceable to the maximum extent possible. If the term cannot be modified, the parties agree that the term
shall be severed and all other terms of this Agreement shall remain in effect.


 






    A-4


     


    

 


14. Law,
Jurisdiction and Venue, Jury Trial Waiver. This Agreement will be construed and interpreted in accordance with, and any dispute
or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Minnesota,
without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state
or federal courts for the State of Minnesota, and the parties hereby consent to the jurisdiction and venue of such courts in the
event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding
arising out of or relating to this Agreement or for recognition or enforcement of any judgment.


 


15. Full
Agreement. This Agreement contains the full agreement between you and the Released Parties as to your employment with the Company
or termination thereof and may not be modified, altered, or changed in any way except by written agreement signed by both parties.
The parties agree that this Agreement supersedes and terminates any and all other written and oral agreements and understandings
between the parties as to your employment with the Company or termination thereof. Notwithstanding the foregoing, if you have previously
signed an agreement or agreements with the Company containing confidentiality, trade secret, noncompetition, non-solicitation,
intellectual property, return of property, and/or similar provisions your obligations under such agreement(s) (including, without
limitation, under Section 9 of your Employment Agreement) shall continue in full force and effect according to their terms and
will survive the termination of your employment.


 


16. Counterparts.
This Agreement may be executed by facsimile or electronic transmission and in counterparts, each of which shall be deemed an original
and all of which shall constitute one instrument.


 


17. Stock
Options. Notwithstanding anything to the contrary contained in Section 12 of the EVO Transportation and Energy Services, Inc.
2018 Stock Incentive Plan (“Company Stock Option Plan”), all vested stock options issued under the Initial Employment
Agreement, including those issued under this Agreement as they vest, shall be exercisable by the Executive during the full option
period associated with the such options (10 years).


 


18. Acknowledgment
of Reading and Understanding. By signing this Agreement, you acknowledge that you have read this Agreement, including the release
of claims contained in Section 3, and understand that the release of claims is a full and final release of all claims you may have
against the Company and the other entities and individuals covered by the release. By signing, you also acknowledge and agree that
you have entered into this Agreement knowingly and voluntarily.


 


The deadline for accepting
this Agreement is 5:00 p.m. on the 22nd calendar day following your receipt of this Agreement (the “Offer Expiration”).
If not accepted by such time, the offer contained herein will expire. After you have reviewed this Agreement and obtained whatever
advice and counsel you consider appropriate regarding it, please evidence your agreement to the provisions set forth in this Agreement
by dating and signing the Agreement. Please then return a signed Agreement to me no later than the Offer Expiration. Please keep
a copy for your records.


 




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We wish you all the
best.


 


Sincerely,


 


EVO Transportation & Energy Services,
Inc.


 


ACKNOWLEDGMENT
AND SIGNATURE


 


By signing below, I,
_____________, acknowledge and agree to the following:


 


		●	I
have had adequate time to consider whether to sign this Separation Agreement and Release.



		●	I
have read this Separation Agreement and Release carefully.



		●	I
understand and agree to all of the terms of the Separation Agreement and Release.



		●	I
am knowingly and voluntarily releasing my claims against the Company and the other persons and entities defined as the Released
Parties.



		●	I
have not, in signing this Agreement, relied upon any statements or explanations made by the Company except as for those specifically
set forth in this Separation Agreement and Release.



		●	I
intend this Separation Agreement and Release to be legally binding.



		●	I
am signing this Separation Agreement and Release on or after my last day of employment with the Company.



 


Accepted this ___ day of _____________,
20__.


 


________________________


 


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