From:


Q
Saeed


SteriLumen, Inc.


8480
East Orchard Road, Suite 2400


Greenwood Village, Colorado 80111


 


To:


Mike
Riccio


mike.g.riccio@gmail.com


Re:
Offer of Employment Dear Mike:


On
behalf of Applied UV, Inc. (the “Company”) (NASDAQ: AUVI), I am pleased to extend you an offer of employment
as the company’s Chief Financial Officer (“CFO”) on the following terms (the "Employment Offer".)


1. 
Position and Duties. The position of CFO is offered on a full-time basis and your primary work location will be remote in
NJ with occasional work out of the Mount Vernon facility. You will be expected to devote your full time and best efforts to the
performance of your responsibilities, as defined below, and you may not engage in any other business without the express written
consent of the Company. Your job responsibilities as CFO are consistent with the normal job duties of a public company, NASDAQ
listed Company in this position, including but not limited to:


		•	Providing
                                         leadership, direction and management of the finance and accounting team



		•	Providing
                                         strategic recommendations to the CEO, members of the executive management team, and the
                                         Board of Directors as needed



		•	Managing
                                         the processes for financial forecasting and budgets, and overseeing the preparation of
                                         all financial reporting



		•	Advising
                                         on long-term business and financial planning









		•	Support
                                         and manage the ERP and related systems



		•	Manage
                                         all SEC filings and IR-related activities on behalf of the company



		•	Establishing
                                         and developing relations with senior management and external partners and stakeholders



		•	Develop
                                         and manage financial and nonfinancial controls in compliance with best practices and
                                         public company requirements



 


2. 
Compensation and Employee Benefits. Your annual base salary for the period commencing Monday, April 5, 2021 will be $200,000.00
less applicable payroll deductions and withholdings, payable on the Company’s regular payroll dates (“Starting
Salary”). 


You
will also be awarded 70,000 “Stock Options” as defined in, and subject to, the 2020


Employee
Stock Option Plan. 


During
your employment, you will also be eligible to participate in the standard benefits plans offered to similarly situated employees
by the Company, including, but not limited to, profit sharing, life and disability insurance, health insurance, subject to plan
terms and generally applicable Company policies. The Company will reimburse you for your business travel and telephone in accordance
with the Company guidelines. In addition, you will be given a laptop computer that will be returned to the Company at the conclusion
of your employment. You will also be entitled to the paid holidays and other paid leave as set forth in the Company’s policies.
A full description of these benefits is available upon request. The Company may change compensation and benefits from time to
time in its discretion. 


3. 
“At-Will” Employment Relationship. Your employment with the Company will be “at- will.” This means
that your employment is for no specific period of time and the Company may terminate your employment at any time and for any reason
whatsoever, with or without “cause” (defined below). The fact that your salary or other compensation is stated in
terms of years or months does not alter the at-will nature of the employment, and does not mean and should not be interpreted
to mean that you are guaranteed employment to the end of any period of time or for any period of time. Although your job duties,
title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time
to time, the “at-will” nature of your employment may only be changed expressly in a writing signed by you and the
Company’s President or other authorized designee. 


(a)
The term “cause” means (i) a material breach of any agreement between you and the Company, including, without
limitation, the company’s governance, ethics, expenses and general conduct policies and practices, and/or any non-competition
agreement or confidentiality agreement (which will include any violation resulting from you working for a competing company without
the prior authorization and consent from the Company as contemplated by this Employment Offer); (ii) intentional or negligent
misconduct by you in the performance of your duties or obligations to the Company in any material respect during your employment
with the Company; (iii) a breach of any fiduciary duty which you owe to the Company in your capacity, a manager of the Company,
or under any agreement between you and the Company as an employee; (iv) the conviction, plea of guilty or no contest or acceptance
of deferred adjudication or unadjudicated probation by you during your employment with the Company with respect to (A) a felony
(other than a driving infraction) or (b) embezzlement, dishonesty, a crime involving moral turpitude, or intentional and actual
fraud; (v) the habitual use or abuse of alcohol, drugs or other substances, in each case that interferes with your employment
with the Company; (vi) material unexcused absences from work; (vii) your failure to perform the job functions, described above
in paragraph 1, and failure to cure such deficiency within 7 business days after being provided written notice of such failure.


4. 
Written Modifications Only. This letter forms the complete and exclusive statement of the terms of your employment with the
Company. It supersedes any other agreements or promises made to the Company, whether oral or written, and nothing in this letter
creates an implied or explicit contract for employment. Changes in your employment terms, other than those changes expressly reserved
to the Company’s discretion in this letter, require a written modification signed by an authorized representative of the
Company.


5. 
Terms of Acceptance. If you wish to accept employment with the Company under the terms described above, please sign and date
this letter and return it to me by February 24, 2021. If you accept our offer, we would like you to start on April 5, 2021.


 


We
are looking forward to the opportunity of working closely with you in the near future. Sincerely,


 





	/s/ Keymoumars Saeed	 	Date: February 19, 2021
	Keyoumars Saeed, CEO	 	 
	 	 	 
	ACCEPTED AND AGREED:	 	 
	(Signature)	 	 
	 	 	 
	/s/ Michael Riccio	 	Date: February 21, 2021
	Michael Riccio	 	 



 



    	1