Exhibit 10.4


 





	 	8863 E. 34th Street North
 Wichita, Kansas 67226
 Phone: 316-800-6800
 Web: AgEagle.com


  


April 19, 2021


 


Nicole Fernandez-McGovern


 


UPDATED Offer of
Employment


 


Dear Nicole:


 


AgEagle Aerial Systems Inc., a Nevada
corporation, (the “Company”) is pleased to offer you a position as Chief Financial Officer (CFO) with our Company pursuant
to the following terms and conditions of employment. You shall commence employment on or before January 1, 2019 (your “Commencement
Date”). You shall be based out of your home office and will report to the Chief Executive Officer of AgEagle Aerial Systems
Inc.


 


As a condition of your employment, and
in consideration of your employment and the payments and benefits provided herein, you are required to sign and return to the Company
the enclosed Employee Confidentiality and Proprietary Rights Agreement (the “Confidentiality Agreement”). During
your employment with the Company, you are required to devote
your full business time and best efforts to your duties, and you may not, except with prior written permission from the Company,
be employed or engaged in any capacity with any business other than the Company, provided, however, this limitation shall not be
construed as preventing you from serving on the board of directors of any corporation that is not a Restricted Business (provided
that you have informed the Board and the Chairman of the Company of your intention to so serve and that neither the Board nor the
Chairman of the Company has objected thereto within twenty (20) days of its receipt of your notice). You acknowledge and
agree that, as an employee of the Company, you will comply with all laws and regulations, as well as Company rules, policies and
procedures as may be in effect from time to time.


 


Your base salary was $180,000 pursuant
to the original Offer of Employment, dated January 1, 2019, and subsequently increased by the Board to $220,000 in July 2020, paid
in accordance with the Company’s standard payroll procedures. You shall be eligible for an annual cash bonus of up to 20% of your
then-current base salary, as determined by the Board in its good faith discretion, based on your and the Company’s satisfaction
of a combination of personal and Company goals. Such goals for a given calendar year will be established by the Board, in consultation
with you, by no later than 30 days after the beginning of the applicable calendar year, except, for calendar year 2021, by no later
than 30 days after the date hereof. This bonus is subject to your continued employment with the Company through the end of the
calendar year for which the bonus is being paid. Any cash bonus for an applicable calendar year shall be paid no later than the
end of the first quarter of the following calendar year. Lastly, the Board and Chief Executive Officer shall review your performance
annually, and the Board, in its sole discretion, may revise your compensation package.


 


In association with your original Offer
of Employment dated January 1, 2019 (your “Initial Offer Letter”), you were awarded an initial grant of options to purchase
50,000 shares of common stock, vesting quarterly over two (years). As soon as practicable following your execution of this Updated
Offer of Employment, you shall be awarded an additional one-time grant of 100,000 Restricted Stock
Units (RSUs) that will vest on a pro rata basis over one year commencing on the date of this letter. Such
grant of 100,000 RSUs shall be subject to the terms of an RSU grant agreement and, at the Company’s election, either subject to,
or not subject to, the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”).



 






    	 



    	 



    

 


Additionally, you were originally awarded
12,500 shares of Nonqualified Stock Options quarterly pursuant to the original Offer of Employment, dated January 1, 2019, and
subsequently increased by the Board to 15,000 shares in July 2020. Following your execution of this Updated Offer of Employment,
you shall be awarded 25,000 shares of Nonqualified Stock Options quarterly. The options will be subject to the terms of the Equity
Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value
of the option shares as of the date of grant will be outlined upon issuance.


 


All option awards provided for hereunder
shall be subject to your continued employment with the Company through the applicable vesting date or event, as well as your execution
of and continued compliance with the Confidentiality Agreement and applicable option award agreements under the terms of the Equity
Plan.


 


Additionally, the Company shall withhold
from any payments made to you (including, without limitation, those specified in this Updated Offer of Employment) all federal,
state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling.


 


As soon as practicable following your
execution of this Updated Offer of Employment, it is agreed that following the earlier of a six-month period or a closing of another
qualified acquisition, a comprehensive compensation study will be conducted for all C-Level Executives, whereby the results of
the study will result in recommendations to the Board and the execution of formal executive agreements wherein terms and conditions
of employment will be addressed in detail, which will include, but not be limited to, the following: (i) compensation (base salary,
bonus and equity); (ii) benefits (health, life Insurance and Vacation); (iii) termination of employment (including successor transition);
and (iv) restrictions (confidentiality, non-compete clauses, breach and legal remedies).


 


During your employment, you will receive
vacation, sick and personal days in accordance with the current PTO policy. As an executive, the Company covers the monthly expense
associated with premiums for health benefits offered by the Company for you and your dependents. In the event the Board determines
in its discretion that you must relocate your principal place of performance of your duties, the Company shall pay and/or reimburse
you for expenses, up to $100,000, that you incur in connection with such relocation, following your presentment to the Company
of invoices or other acceptable documentation substantiating such expense in accordance with the Company’s expense reimbursement
policy. Any benefits to which you are entitled shall be determined in accordance with such plans and programs and Company policy.
The Company reserves the right to suspend, amend or terminate any employee benefit plan or program at any time.


 


In the event of termination
without Cause (as defined in the Stock Purchase Agreement) or for “Good Reason” (as defined below), the Company will
provide you with Severance Benefits (defined below), conditioned on (i) your continued compliance in all material respects with
your continuing obligations to the Company, including, without limitation, the terms of this Agreement and of the Confidentiality
Agreement that survive termination of your employment with the Company, and (ii) your signing (without revoking if such right is
provided under applicable law) a separation agreement and general release in a form provided to you by the Company on or about
the date of your termination of employment (the “Separation Agreement”). The “Severance Benefits” shall consist
of (i) 6 months of your base salary, paid in the form of salary continuation, in accordance with the terms of the Separation Agreement;
(ii) reimbursement of your COBRA health insurance premiums at the same rate as if you were an active employee of the Company (conditioned
on your having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until you are eligible for group health
insurance benefits from another employer; and (iii) a grant of fully-vested restricted shares of common stock of the Company with
a fair market value of $125,000 on the date of your termination of employment, pursuant to the terms of, and effective on the effective
date of, the Separation Agreement.


 






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As used herein, “Good
Reason” means (i) a material diminution in your duties, responsibilities, and authority, associated with your position as
Chief Financial Officer of the Company, (ii) a reduction in your compensation or benefits hereunder, or (iii) requiring you relocate
your principal place of performance of your duties. Notwithstanding the above, no termination of employment shall constitute a
termination for Good Reason unless you provide notice of the condition constituting Good Reason no later than thirty (30) days
after initially becoming aware of the existence of the condition, and the Company fails to cure such condition within thirty (30)
days after receiving such notice.


 


This offer is not a guarantee of employment
for a specific period of time. Your employment with the Company, should you accept this offer, will be “at-will,” which
means that you or the Company may terminate your employment for any or no reason, at any time. In the event you elect to resign
your employment with the Company, you agree to provide the Company with 90 days’ written notice of your termination of employment.
During this notice period, the Company may ask you to perform specific duties or no duties at all and may ask you not to attend
work during all or any part of your notice period. During your notice period, you will continue to receive the salary and benefits
that you had been receiving immediately prior to such period, subject to any changes generally made for other employees of the
Company. Further, upon termination of your employment for any reason, you agree to cooperate with the Company with respect to those
business-related matters of which you have knowledge and to assist with the orderly return of Company property and transition of
your work to others, as directed by the Company.


 


You should be aware that Company employees
are not permitted to make any unauthorized use of documents or other information, which could reasonably be considered or construed
to be confidential or proprietary information of another individual or company. Likewise, Company employees may not bring with
them onto the premises of the Company or place on Company devices or within the Company’s information systems any confidential
documents or other forms of tangible information relating to their prior employer’s business. Further, you represent to the Company
that you are not subject to any contract or other restriction or obligation that is inconsistent with your accepting this offer
of employment and performing your duties.


 


This offer of employment and continued
employment is conditioned on your establishing your identity and authorization to work as required by the Immigration Reform and
Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (1-9), with instructions required by IRCA. Please
review this document and bring the appropriate original documentation on your first day of work.


 


This updated offer letter, as well as
all matters concerning, arising out of or relating to your employment shall be governed by and construed under the laws of the
State of Florida, without regard to its conflict-of-law principles. Further, any dispute concerning or arising out of this offer
letter or otherwise out of your employment with the Company shall be heard exclusively pursuant to the dispute resolution provisions
set forth in the Confidentiality Agreement.


 






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By signing this letter, you acknowledge
that (1) you have not relied upon any representations other than those set forth in this offer letter; (2) the terms of this offer
constitute the entire understanding and contain a complete statement of all the agreements between you and the Company concerning
your employment with the Company; (3) this revised offer letter supersedes all prior and contemporaneous oral or written agreements,
understandings or communications between you and the Company concerning your employment with the Company, including your Initial
Offer Letter; and (4) any subsequent agreement or representation between you and the Company shall not be binding on the Company
unless contained in a writing signed by you and an authorized representative of the Company.


 


If you have any questions or issues
that may arise after reviewing this revised offer letter, please don’t hesitate to contact me. We look forward to having you continue
your role as CFO at AgEagle Aerial Systems Inc.


 


Sincerely,


 


	/s/ J. Michael Drozd	 
	J. Michael Drozd	 


 


“Agreed and Acknowledged”
(please sign, date, and retain a copy for your records)


 


	/s/ Nicole Fernandez-McGovern	 
	Nicole Fernandez-McGovern	 


 


Date: 4-19-21


 


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