EX-10.1



 Exhibit 10.1 
 EMPLOYMENT AGREEMENT 
 THIS EMPLOYMENT AGREEMENT (this
“Agreement”) by and among Vapor Corp., a Nevada corporation (the “Company”), and Jeffrey Holman, a resident of the State of Florida (“Executive”) is entered into as of
February 19, 2013. 
 WITNESSETH: 
 WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to employ Executive as
President of the Company pursuant to the terms and subject to the conditions of this Agreement; and 
 WHEREAS, the
Executive, who has been employed as an Employee of the Company since November 1, 2010, desires to be employed as President and accepts employment as the President of the Company pursuant to the terms and subject to the conditions of this
Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. EMPLOYMENT 
 Upon the terms and subject to the conditions of this Agreement, the Company employs the Executive, and the Executive accepts employment. 

2. TERM, DATES AND PLACE OF PERFORMANCE 
 2.1 Term. The term of this Agreement shall begin on February 11, 2013 (the “Effective Date”), and, unless sooner terminated in accordance with the provisions of this
Agreement, shall end on December 31, 2015 (the “Initial Term”), and will thereafter automatically extend for successive one-year periods (each a “Renewal Term”) unless either party gives at least
six months’ advance written notice to the other party of its intention not to extend the Initial Term or any Renewal Term, as applicable (a “Notice of Non-Renewal”). 

2.2 Dates. This Agreement refers to the dates defined in this Section as follows: (i) the period of time during which the
Executive is an employee of the Company during the Initial Term and any Renewal Term is hereinafter referred to as the “Term”; and (ii) each year which begins with the Effective Date (or with the anniversary of the
Effective Date) and continues until the next anniversary of the Effective Date is hereinafter referred to as an “Employment Year”. 







 2.3 Principal Place of Employment. During the Term, the principal place of employment
of Executive shall be at Company’s principal offices in Dania Beach, FL, or such other location within the Counties of Miami-Dade, or Broward as established by the Company; provided , that, Executive acknowledges and agrees that
the nature of the Executive’s position and overall responsibilities with the Company shall require Executive to travel within and without the United States from time to time during the Term. 

3. POSITION AND DUTIES 
 3.1 Position and Duties. Executive shall serve as the President of the Company and, at the request of the Board and for no compensation beyond that specified in Section 4.1 hereof, in such
other positions with the Company and its subsidiaries that are reasonably acceptable to Executive. Executive shall have executive duties, functions, authority, and responsibilities commensurate with the office of President or such other offices
Executive from time to time holds with the Company, as a public company, and its subsidiaries, subject, in accordance with applicable law, to the supervision and direction of the Board. 

3.2 Devotion of Time and Effort. Executive shall use Executive’s good faith, best efforts and judgment (a) in performing
Executive’s duties required hereunder and (b) to act in the best interests of the Company. Executive shall devote due attention and efforts to the business and affairs of the Company and to the fulfillment of the duties under this
Agreement in a diligent and competent fashion, but may participate in charitable and personal investment activities to a reasonable extent, as well as the continued practice of law to a limited extent, as long as such activities do not, in the
reasonable discretion of the Board, interfere with the performance of his duties and responsibilities hereunder. In the event that the Board reasonably determines that the participation, service or activities set forth in this Section 3.2
interfere with the performance of Executive’s duties and responsibilities hereunder or otherwise violate the terms of this Agreement or any other agreement to which Executive and the Company or any of its subsidiaries are party, then the Board
shall notify Executive in writing that Executive is required to cease such participation, service and/or activities, and Executive shall immediately cease such participation, service or activities. Any failure to cease such participation, service or
activities shall be deemed to be a continuing and substantial willful failure to follow the lawful instructions of the Board for purposes of this Agreement. 
 4. COMPENSATION 
 4.1 Base Salary. Executive shall be entitled
to receive base salary (“Base Salary”) at the annual rate as follows: (a) One Hundred and Eighty-Two Thousand Dollars ($182,000) during the first and second Employment Year, , in each instance less all applicable tax
withholdings and deductions by the Company. The Base Salary shall be payable in accordance with the Company’s customary payroll practices and net of all applicable tax withholding and deductions by the Company. Notwithstanding the preceding
sentence, the Board shall review Executive’s Base Salary annually and may make adjustments to increase but not decrease such Base Salary, in accordance with the compensation practices and guidelines of the Company in effect from time to time
during the Term. In the Board’s annual review of Executive’s Base Salary, it shall in good faith and in consultation with Executive consider any material increase in value of the Company during the Term in determining any increase in the
Base Salary. 







 4.2 Annual Bonus. Commencing on the Effective Date, Executive
shall be eligible to participate in the Company’s annual bonus and performance based bonus program, as the same may be established from time to time by the Board in consultation with the Executive for executive officers of the Company and any
annual bonus earned thereunder (the “Annual Bonus”) shall be paid no later than the 15th day of the third month following the end of the fiscal year for which it is earned (and no earlier than January 1 of the year
following such fiscal year) and following certification by the Board of the achievement of agreed-upon performance measures and the amount of the bonus to be paid to Executive for the applicable fiscal year; provided, that in the event
that such certification does not occur on or prior to the 15 th day of the third month following the end of such fiscal year, the Annual Bonus will be paid no later than December 31 of the year following such fiscal year. 

4.3 Vacation. During the Term, Executive shall be entitled to four (4) weeks of paid vacation Employment Year to be used and
accrued in accordance with the Company’s policy as it may be established from time to time. In addition, Executive shall receive other paid time-off in accordance with the Company’s policies for senior executives as such policies may exist
from time to time. 
 4.4 Welfare, Pension and Incentive Benefit Plans. During the Term, the Company shall provide
Executive with employee benefit plans and insurance programs on a basis no less favorable than as in effect with respect to the Company’s employees immediately prior to the Effective Date, including, without limitation, company-paid medical
benefits; provided, that if the provision of such company-paid medical benefits would cause the imposition of any tax under Section 4980D of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
“Code”), the parties agree to negotiate in good faith an alternative arrangement for providing such benefits in an economically neutral manner which does not cause the imposition of such tax. 

4.5 Business Expenses. Executive will be promptly reimbursed for all reasonable business expenses incurred by Executive in
connection with Executive’s employment subject to Executive’s compliance with the Company’s expense reimbursement policies as in effect from time to time during the Term. 

5. TERMINATION; TERMINATION BENEFITS 
 5.1 Due to Death or Disability. 
 (a) If Executive dies during the
Term, Executive’s employment and this Agreement shall terminate on the date of his death. The Company may terminate Executive’s employment if he becomes “Disabled,” as defined below, upon delivery of a Notice of
Termination (as defined below) to Executive. 







 Upon termination of Executive’s employment due to Executive’s death or by the
Company due to Executive’s Disability, Executive (or his estate, as applicable) shall be entitled to compensation and payment for any unreimbursed expenses incurred, accrued but unpaid then current Base Salary and Annual Bonus and other accrued
but unpaid employee benefits as provided in this Agreement, in each case through the Date of Termination (as defined below) (the “Accrued Amount”); provided, that, the portion of such Accrued Amounts
representing unreimbursed expenses shall be paid as soon as practicable following Executive’s compliance with Section 4.6 hereof; 
 (b) For purposes of this Agreement, the term “Disabled” or “Disability” shall mean a medically determined physical or mental incapacity as a result of
which Executive is entitled to receive (i) long term disability benefits under the Company’s long term disability policy, which shall be in effect as of the Effective Date, or (ii) if no such policy is in effect, United States Social
Security Disability Insurance benefits. 
 5.2 By the Company Without “Cause”. 

(a) The Company may terminate Executive’s employment without “Cause” (as defined below) at any time following the
Effective Date upon delivery of a Notice of Termination to Executive. 
 (b) Upon termination of Executive’s
employment by the Company Without Cause, other than due to death, Disability or a Change of Control Termination Event, Executive shall be entitled to: 
 (i) the Accrued Amounts, payable in accordance with Section 5.1(a); 

(ii) subject to Executive’s execution and delivery to the Company of (a) a letter of resignation resigning as a member of
the Board, if applicable, and all other positions with the Company and its subsidiaries (the “Letter of Resignation”) and (b) a general release of claims in such form as reasonably determined by the Company and
containing carve outs for (A) indemnification, contribution, and directors and officers insurance rights to which Executive may be entitled, (B) rights in his capacity as an equity holder, (C) rights to collect the Severance Payment
and COBRA Coverage, and (D) rights to any vested employee benefits (which execution version of such release will be provided no later than five (5) calendar days following the Date of Termination) and such general release (the
“Release”) has become irrevocable pursuant to its terms and applicable law, payments equal to three (3) months’ Base Salary for each year of service at the prevailing rate, which payment will be made in installments
in accordance with the normal payroll schedule following the Date of Termination (the “Severance Payment”) subject to the delay of payment under Section 5.7. The minimum Severance Payment will be equal to three
(3) months Base Salary and the maximum Severance Payment will be equal to eighteen (18) months Base Salary; and 







 (iii) if Executive elects to continue his medical coverage under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”), the Executive shall pay for coverage under COBRA following the Date of Termination (the “COBRA Coverage”). 

5.3 By the Company For Cause. 
 (a) The Company may terminate Executive’s employment for “Cause” in accordance with the requirements of this Section 5.3. 

(b) Upon termination of Executive’s employment by the Company for Cause, Executive shall be entitled to the Accrued Amounts.

 (c) For purposes of this Agreement, “Cause” shall mean: 

(i) continuing and substantial willful failure, neglect or refusal by Executive to perform his duties under this Agreement or to
follow the lawful instructions of the Board which has not been cured by Executive (if curable) within ten (10) days after written notice thereof to Executive from the Company; 

(ii) Executive’s commission of any material act of fraud or embezzlement against the Company; 

(iii) Executive’s material breach of this Agreement, which breach has not been cured by Executive (if curable) within ten
(10) days after written notice thereof to Executive from the Company; 
 (iv) Executive’s conviction of (or
pleading guilty or nolo contendere to) any felony; 
 (v) alcohol or other substance abuse by Executive which, in
the reasonable discretion of the Board, materially and adversely affects Executive’s ability to perform his duties required or requested consistent with Executive’s obligations under this Agreement and applicable law; or 

(vi) any finding by the Securities and Exchange Commission pertaining to Executive which, in the opinion of independent counsel selected
by the Company, could reasonably be expected to impair or impede the Company’s ability to register, list, or otherwise offer its stock to the public, or to maintain itself as a publicly-traded company in good standing with the Securities and
Exchange Commission. 
 (d) Cause shall not exist with respect to clauses (i), (ii), (iii) or (v) unless and
until there shall have been delivered to Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board held for the purpose (after five (5) days’
prior written notice to Executive of such meeting and the purpose thereof and an opportunity for Executive, together with his counsel, to be heard before the Board at such meeting), of a finding that, in the good faith opinion of the Board,
Executive was guilty of any of the conduct specified in any of such clauses. No act or failure to act by the Executive shall be considered “willful” if done or omitted by Executive in good faith with reasonable belief that such action or
omission was in the best interests of the Company. 







 5.4 By Executive For Good Reason. 

(a) Executive may terminate his employment for “Good Reason” (as defined below) by providing a Notice of Termination to
the Board within thirty (30) days of the occurrence of the circumstances giving rise to such Good Reason. The foregoing notice shall describe the claimed event or circumstance and set forth Executive’s intention to terminate his employment
with the Company; provided, that, the Company has not substantially cured such event within thirty (30) days after receiving such notice. Upon termination by Executive of his employment for “Good Reason”, Executive will
be entitled to: 
 (i) the Accrued Amounts payable in accordance with Section 5.1(a); 

(ii) subject to Executive’s execution and delivery to the Company of the Letter of Resignation and the
Release, the Severance Payment which payment will be made on the later of the 60 th day following the Date of Termination or the date on which the Release has become irrevocable pursuant to its terms and applicable law, subject to the delay of payment under Section 5.7; and

 (iii) the COBRA Coverage. 
 (b) For purposes of this Agreement, “Good Reason” shall mean: 
 (i) any material failure of the Company to fulfill its obligations under this Agreement, including the failure to make any material payment due hereunder when due, or any other material breach of a
term or condition of this Agreement; 
 (ii) a material and adverse change to, or a material reduction of,
Executive’s duties and responsibilities to the Company, including no longer reporting to the Board or a change in title, provided, however, that, the hiring or engagement of any person or entity by the Company with the
approval of Executive to perform any of Executive’s duties and responsibilities to the Company shall not constitute Good Reason;  
 (iii) a material reduction in Executive’s Base Salary (unless such reduction is caused by bona fide financial exigencies and is part of an overall and nondiscriminatory reduction by the Company
to the base salaries of all of its senior executives and such reduction is proportional in amount to the reductions suffered by all of such other senior executives); or 
 (iv) the relocation of Executive’s principal place of work outside Miami-Dade or Broward County, Florida. 
 An event set forth in the foregoing clauses (i) through (iv) shall not constitute “Good Reason” unless and until Executive shall have provided the Company with notice thereof no later
than 30 days following Executive’s becoming aware of such event and the Company shall have failed to remedy such event within 30 days of receipt of such notice. 







 5.5 Termination Following a Change of Control. 

(a) If, within 12 months following a Change of Control, the Company terminates Executive’s employment without Cause, other than due to death or
Disability, or there is a Termination for Good Reason (a “Change in Control Termination”), the Executive shall be entitled to be paid by the Company following the Date of Termination: 

(i) the Accrued Amounts payable in accordance with Section 5.1(a) within five (5) days following the Date of Termination;

 (ii) subject to Executive’s execution and delivery to the Company of the Release, the
Severance Payment which payment will be made on the later of the 60 th day following the Date of Termination or the date on which the Release has become irrevocable pursuant to its terms and applicable law, subject to the delay of payment under Section 5.7; and

 (iii) the COBRA Coverage 
 (b) For purposes of this Agreement, “Change of Control” shall mean: 
 (i) Any sale, lease, license, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the consolidated assets of the Company and its subsidiaries, other
than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are owned by shareholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale, lease, license or other disposition; 

(ii) Any “person” as such term is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) is or becomes, directly or indirectly, the “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of securities of the Company that represent more than 50% of
the combined voting power of the Company’s then outstanding voting securities, other than by virtue of a merger, consolidation or similar transaction, provided that, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because the level of ownership held by any such person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other
acquisition of voting securities by the Company reducing the number of shares outstanding, provided further that if a Change in Control would occur (but for the operation of this proviso) as a result of the acquisition of voting securities by the
Company, and after such share acquisition, any such Subject Person becomes the owner of any additional voting securities of the Company that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then
outstanding voting securities owned by such Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 







 (iii) During any period of 12 consecutive months, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least a majority of the directors then
still in office who were directors at the beginning of the period; or 
 (iv) There is consummated a merger, consolidation
or similar transaction involving (directly or indirectly) the Company if, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or
indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction. 
 5.6 By Executive Without Good Reason. 
 (a) Executive may terminate
his employment without Good Reason by providing a Notice of Termination to the Company at least thirty (30) days prior to the Date of Termination. 
 (b) Upon termination by Executive of his employment without Good Reason, Executive shall be entitled to receive the Accrued Amounts payable in accordance with Section 5.1(a). 

5.7 Non-Renewal of the Term. 
 (a) Upon termination of Executive’s employment as a result of non-renewal of the Initial Term or any Renewal Term by the Company, Executive will be entitled to the Accrued Amounts payable in
accordance with Section 5.1(a). 
 (b) Upon termination of Executive’s employment as a result of non-renewal of
the Initial Term or any Renewal Term by the Executive, Executive will be entitled to the Accrued Amounts payable in accordance with Section 5.1(a). 
 5.8 Nonqualified Deferred Compensation. Notwithstanding any provision of this Agreement to the contrary (but subject in all respects to Section 16.9 below), if all or any portion of the
payments due under Section 5 are determined to be “nonqualified deferred compensation” subject to Section 409A of the Code, and the Company determines that Executive is a “specified employee” (as defined in
Section 409A(a)(2)(B)(i) of the Code and other guidance issued thereunder), then such Severance Payment will be made on the first day of the seventh month following the month in which Executive’s termination of employment occurs.

 5.9 Notice of Termination; Non-Renewal. Any termination of employment pursuant to Sections 5.1 through 5.6 shall
be communicated by a Notice of Termination to the other party hereto given in accordance with Section 16.2. 







 (a) For purposes of this Agreement, a “Notice of Termination”
means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date. The failure by Executive or
the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, as the case may be, hereunder or preclude Executive or the
Company, as the case may be, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder. 
 (b) For purposes of this Agreement, “Date of Termination” means (i) if Executive’s employment is terminated pursuant to Sections 5.1 through 5.6, the date of
receipt of the Notice of Termination (in the case of a termination with or without Good Reason, provided, such Date of Termination is in accordance with Sections 5.4 or 5.6, as the case may be), (ii) if Executive’s employment
is terminated by reason of death, the date of death, and (iii) the expiration of the Initial Term or any Renewal Term, as applicable. 
 (c) A termination of employment pursuant to Section 5.7 shall be communicated by a Notice of Non-Renewal to the other party hereto given in accordance with Section 2 and Section 16.2.
Notwithstanding anything to the contrary set forth in the Agreement, Executive hereby agrees to execute and deliver the Letter of Resignation to the Company if Executive’s employment is validly terminated for any reason other than for death.

 6. NON-SOLICITATION 
 During the Term and for a period of twelve (12) month period after the Date of Termination in the event of termination (i) without Cause or (ii) for Good Reason, Executive shall not:
(i) request, induce or attempt to influence any person or entity who is or was a client, customer, contractor or supplier of the Company to limit, curtail or cancel its business with the Company or (ii) request, induce, or attempt to
influence any current or future officer, director, employee, consultant, agent or representative of the Company to: (a) terminate his, her, or its employment or business relationship with the Company; or (b) commit any act that, if
committed by Executive, would constitute a breach of any term or provision of this Section 6. 
 7.
NON-COMPETITION; WORK PRODUCT 
 (a) During the Term and for a period of twelve (12) months after the Date of
Termination in the event of termination (i) without Cause, (ii) for Good Reason or (iii) by resignation of the Executive, Executive shall not, directly or indirectly, (a) engage in any business for Executive’s own account
that competes with the business of the Company or its affiliates (including, without limitation, businesses which the Company or its affiliates have specific plans to conduct in the future and as to which Executive is aware of such planning),
(b) enter the employ of, or render any services to, any person or entity engaged in any business that competes with the business of the Company or its subsidiaries, (c) acquire a financial interest in any person or entity engaged in any
business that competes with the business of the Company or its subsidiaries, directly or indirectly, as an individual, partner, stockholder, officer, director, principal, agent, trustee or consultant, or (d) interfere with business
relationships (whether formed before or after the date of this Agreement) between the Company or any of its subsidiaries and their respective customers, suppliers or contractors. Notwithstanding anything to the contrary in this Agreement, Executive
may, directly or indirectly, own, solely as an investment, securities of any entity engaged in the business of the Company or its subsidiaries which (i) are publicly traded on a national or regional stock exchange or on an over-the-counter
market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such person or
(ii) has been disclosed to the Company’s Board and the activities performed by Executive for such entity have been approved by the Board. 







 (b) All copyrights, patents, trade secrets, or other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, or works of authorship pertaining to the Company’s business, developed or created by Executive during the Term (collectively, the “Work Product”)
shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by Executive for hire for the within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work
made by Executive for hire for the Company, Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest Executive may have in such
Work Product. Upon the request of the Company, Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. 

8. CONFIDENTIALITY/TRADE SECRETS 
 Executive specifically agrees that Executive will not at any time, whether during or subsequent to the Term, in any fashion, form or manner, except in furtherance of Executive’s duties at the Company
or with the specific written consent of the Company, either directly or indirectly use, divulge, disclose or communicate to any person or entity in any manner whatsoever, any confidential information or trade secrets of any kind, nature or
description concerning any matters affecting or relating to the business of the Company (the “Proprietary Information”), including, without limitation, (a) all information, design or software programs (including object
codes and source codes), techniques, drawings, plans, experimental and research work, inventions, patterns, processes and know-how, whether or not patentable, and whether or not at a commercial stage related to the Company or any subsidiary thereof,
(b) buying habits or practices of any of its customers or vendors, (c) the Company’s marketing methods, sales activities, promotion, credit and financial data and related information, (d) the Company’s costs or sources of
materials, (e) the prices it obtains or has obtained or at which it sells or has sold its products or services, (f) lists or other written records used in the Company’s business, (g) compensation paid to employees and other terms
of employment, or (h) any other confidential information of, about or concerning the business of the Company, its manner of operation, or other confidential data of any kind, nature, or description (excluding any information that is or becomes
publicly known or available for use through no fault of Executive or as directed by court order). The parties hereto stipulate that as between them, Proprietary Information constitutes trade secrets that derive independent economic value, actual or
potential, from not being generally known to the public or to other persons who can obtain economic value or cause economic harm to the Company from its disclosure or use and that Proprietary Information is the subject of efforts which are
reasonable under the circumstances to maintain its secrecy and of which this Section 8 is an example, and that any breach of this Section 8 shall be a material breach of this Agreement. All Proprietary Information shall be and remain the
Company’s sole property. 







 9. INJUNCTIVE RELIEF 

Executive acknowledges that any violation of any provision of Sections 6 through 8 or Section 12 hereof by Executive will cause
irreparable damage to the Company, that such damages will be incapable of precise measurement and that, as a result, the Company will not have an adequate remedy at law to redress the harm which such violations will cause. Therefore, in the event of
any violation or threatened violation of any provision of Sections 6 through 8 or Section 12 hereof by Executive, in addition to any other rights at law or in equity the Company may have, Executive agrees that the Company will be entitled
to seek, without proof of an inadequate remedy at law, posting any bond or proof of damages, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may
then be available. 
 10. BLUE PENCIL 

It is the desire and intent of the Parties that the provisions of Sections 6 through 8 or Section 12 hereof shall be enforced to
the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any portion of Sections 6 through 8 or Section 12 hereof shall be adjudicated to be invalid or
unenforceable, such provision shall be deemed amended either to conform to such restrictions as the court or arbitrator may allow, or to delete therefrom or reform the portion thus adjudicated to be invalid and unenforceable, such deletion or
reformation to apply only with respect to the operation of such Section in the particular jurisdiction in which such adjudication is made. It is expressly agreed that any court or arbitrator shall have the authority to modify any provision of
Sections 6 through 8 or Section 12 hereof if necessary to render it enforceable, in such manner as to preserve as much as possible the parties’ original intentions, as expressed therein, with respect to the scope thereof. 







 11. COMPANY’S AND EXECUTIVE’S DUTIES ON TERMINATION 

In the event of termination of Executive’s employment pursuant to Section 5, Executive agrees to deliver promptly to the Company
all Proprietary Information which is or has been in Executive’s possession or under Executive’s control. Upon termination of Executive’s employment by the Company for any reason whatsoever and at any earlier time the Company so
requests, Executive will deliver to the custody of the person designated by the Company all originals and copies of such documents and other property of the Company in Executive’s possession, under Executive’s control or to which Executive
may have access. 
 12. NON-DISPARAGEMENT 

During and after the Term, for any reason, neither Executive nor his agents, on the one hand, nor the Company, or its senior executives or
the Board, on the other hand, shall directly or indirectly issue or communicate any public statement, or statement likely to become public, that maligns, denigrates or disparages the other (including, in the case of communications by Executive or
his agents, any of the Company’s officers, directors or employees). The foregoing shall not be violated by truthful responses to legal process or governmental inquiry or by private statements to any of the Company’s officers, directors or
employees. 
 13. INDEMNIFICATION 
 The Company shall indemnify the Executive against all losses, claims, expenses, or other liabilities of any nature arising by reason of the fact that Executive: (a) is or was a director, officer,
employee, or agent of the Company or any of its subsidiaries; or (b) while a director, officer, employee or agent of the Company or any of its subsidiaries, is or was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in each case to the fullest extent permitted under the Nevada Revised Statutes,
Private Corporations Law, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, Executive shall be entitled in connection with Executive’s employment and in connection with Executive’s services
as an officer and/or director of the Company to the benefit of the provisions relating to indemnification and advancement of defense costs and expenses contained in the bylaws and articles of incorporation of the Company, as the same in the future
may be amended (not including any amendments or additions that limit or narrow, but including any that add to or broaden, the protection afforded to the Executive), to the fullest extent permitted by applicable law. The Company shall advance to
Executive all costs of investigation or defense incurred by the Executive in connection with any pending or threatened claim for which Executive may be entitled to indemnification hereunder, provided that the Executive shall agree to return to the
Company any such reimbursed amounts, without interest, if it is determined in a final, non-appealable judgment by a court of competent jurisdiction that the Executive is not entitled to indemnification by the Company for losses incurred in
connection with such claim. The indemnification obligations of the Employer shall survive from the Effective Date of this Agreement and continue until three (3) months after the expiration of any applicable statute of limitations with respect
to any claim made against Executive for which Executive is or may be entitled to indemnification (the “Survival Period”), and shall survive after the Survival Period with respect to any indemnification claim as to which the
Company has received notice on or prior to the end of the Survival Period. During the Term of this Agreement and during the Survival Period, the Company shall, to the extent that the Board determines it to be economically reasonable, maintain for
the benefit of Executive, on an “occurrence” basis, a directors and officers errors and omissions insurance policy, or a similar insurance policy(ies), providing coverage from a financially reputable carrier. Anything in this Agreement to
the contrary notwithstanding, this Section 13 shall survive the termination of this Agreement for any reason, and no release which may be entered into in connection with the termination of the Executive’s employment will be deemed to
release the Employer from its obligations under this Section 13. 







 14. REPRESENTATIONS AND WARRANTIES 

14.1 Executive hereby represents and warrants to the Company, and Executive acknowledges, that the Company has relied on such
representations and warranties in employing Executive and entering into this Agreement, as follows: 
 (a) Executive has
the legal capacity and right to execute and deliver this Agreement and to perform his obligations contemplated hereby, and this Agreement has been duly executed by Executive; 
 (b) the execution, delivery and performance of this Agreement by Executive does not and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default
under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject; 
 (c) Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, fee for services agreement, confidentiality agreement or similar agreement with any
other person or entity; except as otherwise disclosed to the board of directors; 
 (d) upon the execution and delivery of
this Agreement by the Company and Executive, this Agreement will be a legal, valid and binding obligation of Executive, enforceable in accordance with its terms; and 
 (e) Executive understands that the Company will rely upon the accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such reliance.

 14.2 The Company hereby represents and warrants to Executive, and the Company acknowledges that Executive has relied on such
representations and warranties in entering into this Agreement, as follows: 
 (a) the Company has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly executed by the Company; 







 (b) the execution, delivery and performance of this Agreement by the Company does not
and will not, with or without notice or the passage of time, conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Company is a party or any judgment, order or decree to which the Company is
subject; 
 (c) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a
legal, valid and binding obligation of the Company, enforceable in accordance with its terms; and  
 (d) the
Company understands that Executive will rely upon the accuracy and truth of the representations and warranties of the Company set forth herein and the Company consents to such reliance. 

15. ARBITRATION 
 Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or
any other controversy arising out of Executive’s employment with the Company or the termination of Executive’s employment with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to
arbitration in Broward County, Florida, before a sole arbitrator selected from the American Arbitration Association; provided,however , that provisional injunctive relief may, but need not, be sought by either party to this Agreement
in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. Final resolution of any dispute through
arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated
under this Section 15, including any filing fees and arbitrator fees. 
 At the conclusion of the arbitration, the
arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator hereunder shall be final and binding on the
parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties
against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement. The arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the arbitrator
has determined to be the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality
of the foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties hereto and their counsel, and each of their agents, employees and all
others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any person or entity not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings,
trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including, without limiting the generality of the foregoing,
to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce an arbitration award, shall be filed under seal with the court, to the extent permitted by law. 







 16. GENERAL PROVISIONS 

16.1 Assignment, Binding Effect. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned or
delegated, in whole or in part, by Executive, and any prohibited assignment attempted by the Executive is void. This Agreement shall be binding on any successor to the Company, whether by merger, acquisition of substantially all of the
Company’s assets, or otherwise, as fully as if such successor was a signatory hereto and the Company shall cause such successor to, and such successor shall, expressly assume the Company’s obligations hereunder. Notwithstanding anything
else herein contained, the term “Company” as used in this agreement, shall include all such successors. 
 16.2
Notices. 
 (a) All notices, requests, demands or other communications that are required or may be given under this
Agreement shall be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by
facsimile transmission, as follows (or to such other address as any party may give in a notice given in accordance with the provisions hereof): 
 If to the Company, 
 Vapor Corp. 
 3001 Griffin Road 
 Dania Beach, Florida 33312 

If to Executive, 
 Jeffrey
Holman 
 2739 Hollywood Blvd. 

Hollywood, FL 33020 

(b) All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal
delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date
of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the
recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day. Notices, requests and other
communications sent in any other manner, including by electronic mail, will not be effective. 







 16.3 Governing Law. This Agreement is governed by, and is to be construed and
enforced in accordance with, the laws of the State of Florida without regard to principles of conflicts of laws. 
 16.4
Amendment. No provisions of this Agreement may be amended, modified or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer selected at such time by the Board, and such
waiver is set forth in writing and signed by the party to be charged. 
 16.5 Entire Agreement. This Agreement sets forth
the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior or contemporaneous agreements, arrangements and understandings, whether oral or written, between the parties with respect to such
subject matter. Executive and the Company affirm that each fully understands this Agreement’s meaning and effect. Each party hereto has participated fully and equally in the negotiation and drafting of this agreement. This Agreement contains
section headings for reference only. The headings in no way affect the meaning or interpretation of this Agreement. For purposes of Sections 6, 7, 8 and 12 of this Agreement, the “Company” as used therein shall be deemed to
include the Company and its subsidiaries and their respective successors and assigns. 
 16.6 Withholding. All payments
hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation. 
 16.7 Severability. The sections, paragraphs and provisions of this Agreement are severable. If any such section, paragraph or provision is found to be unenforceable, the remaining sections,
paragraphs and provisions will remain in full force and effect. 
 16.8 Counterparts. This Agreement may be executed and
delivered (by facsimile, PDF or other electronic transmission) in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 







 16.9 Section 409A. Notwithstanding anything herein to the contrary, this
Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code, or shall comply with the requirements of such provision.
Furthermore, the Company and its respective officers, directors, employees or agents make no guarantee that this Agreement complies with, or is exempt from, the provisions of Section 409A of the Code and none of the foregoing shall have any
liability for the failure of this Agreement to comply with, or be exempt from, the provisions of Code Section 409A. The parties hereto agree to make such amendments from time to time to the terms and conditions of this Agreement as are
necessary to ensure that this Agreement complies with the terms of and in a manner permitted by Section 409A of the Code and any regulation or other official guidance promulgated thereunder. Each payment due hereunder shall be treated as a
separate payment under Section 409A of the Code. To the extent required by Code Section 409A, “termination of employment” (or any similar terms) shall mean “separation from service” (as defined in Treasury Regulations
Section 1.409A-1(h) and the default presumptions thereof). With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to
reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) 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 (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was
incurred. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 

 

			
	VAPOR CORP.:
		
	By:	 	   /s/ Kevin Frija

	Name:	 	Kevin Frija
	Title:	 	Chairman & CEO

  

			
	EXECUTIVE:
		
	By:	 	   /s/ Jeffrey Holman

	Name:	 	Jeffrey Holman
	Title:	 	President

 [Signature Page to Employment Agreement]