Exhibit 10.1


 











EMPLOYMENT AGREEMENT


 


 


EMPLOYMENT
AGREEMENT (this “Agreement”) dated as of December 02, 2014, by and between MOBIQUITY TECHNOLOGIES, INC., a
New York corporation (the “Company”) and Thomas Arnost (“Arnost”) each having an office at 600 Old
Country Road, Suite 541, Garden City, NY 11530.


 


W I T N E S S E T H:


 


WHEREAS, Company
desires to engage the services of Arnost and Arnost desires to provide the services to Company in connection with Company's business;
and


 


WHEREAS, both parties
desire to clarify and specify the rights and obligations which each have with respect to the other in connection with Arnost's
services.


 


NOW, THEREFORE, in
consideration of the agreements and covenants herein set forth, the parties hereby agree as follows:


 


1. Employment


 


Arnost hereby agrees to
be employed by Company as the Executive Chairman of Company, and Arnost hereby agrees to render his services as Company's Executive
Chairman for the Term (as hereinafter defined), all subject to and on the terms and conditions herein set forth.


 


2. Duties and Responsibilities of Arnost


 


(a) Arnost will be the
Executive Chairman of Company, subject to the other provisions of this Section 2. Although Arnost shall be required to travel from
time to time, Amost's primary office shall be based at his California home. Arnost shall not be required to relocate.


 


(b) Arnost shall be elected
to the Board of Directors of the Company (the “Board”) and during the Term shall be nominated for re-election to the
Board.


 


(c) During the term of
this Agreement, Arnost will exercise such authority, perform such executive duties and functions and discharge such responsibilities
as are assigned to him by the Board. As Executive Chairman, his duties shall include the following:


 


	•		Uphold the highest standards of integrity and probity.



	•		Establish and maintain high level strategic industry relevant relationships.



	•		Assist senior management in setting overall strategic direction of company.



	•		Ensure effective communication with shareholders.



	•		Assist with active role in
strategic oversight of sales department.





 






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3. Exclusivity of Service


 


The Company agrees that
Arnost shall be required to devote the necessary business time, effort and attention to the business and efforts of the Company
and its subsidiaries as he deems necessary for the performance of his duties. Arnost may pursue other outside business interests
that are not related to the same business as the Company, as long as it does not interfere with the everyday responsibilities of
the Company.


 


4. Compensation; Bonus


 


(In consideration for
Arnost’s services to be performed under this Agreement and as compensation therefor, Company shall pay to Arnost, commencing as
of the date set forth above, in addition to all other benefits provided for in this Agreement, a salary at the rate of Ten Thousand
($10,000) Dollars per month, (the “Arnost Salary”). All payments of Arnost Salary shall be payable in accordance with
Company's policies.


 


5. Reimbursements and Indemnification


 


Arnost shall be entitled to the following during
and in respect of the term of this Agreement:


 


(a) Arnost shall each
be entitled to reimbursement for all reasonable travel, reasonable entertainment and other reasonable expenses incurred in connection
with Company's business, provided that such expenses are adequately documented and vouchered in accordance with Company's policies.


 


(b) The Company shall
provide to Arnost to the full extent provided for under the laws of the Company's state of incorporation and the Company's Certificate
of Incorporation and Bylaws, indemnification for any claim or lawsuit which may be asserted against Arnost when acting in such
capacity for the Company and/or any subsidiary or affiliated business. The Company shall use reasonable best efforts to include
Arnost as an insured under all applicable directors' and officers' liability insurance policies maintained by the Company, and
any other subsidiary or affiliated business.


 


6. Term of Employment


 


The term of Arnost's
employment hereunder shall be from the date hereof for a period of three (3) years (the "Term"), unless terminated prior
thereto in accordance with Section 8 hereof.


 


7. Non-Competition; Non-Solicitation


 


(a) Arnost hereby
agrees and covenants that during the Term hereof that he will not directly or indirectly engage in or become interested
(whether as an owner, principal, agent, stockholder, member, partner, trustee, venturer, lender or other investor, director,
officer, employee, consultant or through the agency of any corporation, limited liability company, partnership, association
or agent or otherwise) in any business enterprise which is engaged in the current business of the Company during the Term; provided,
however, that ownership of not more than 15% of the outstanding securities of any class of any entity that are listed on a
national securities exchange or traded in the over-the-counter market shall not be considered a breach of this Section 7.




 






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(b) Arnost agrees and covenants that during
the Term hereof he and his agents will not (without first obtaining the written permission of Company) directly or indirectly participate
in the solicitation of any business of any type conducted by Company during the period of this Agreement from any person or entity
which was a client or customer of Company during the period of this Agreement, or was a prospective customer of Company from which
Arnost solicited business or for which a proposal for submission was prepared during the period.


 


(c) Arnost agrees and covenants that during
the Term of this Agreement he will not (without first obtaining the written permission of Company) directly or indirectly recruit
for employment, or induce or seek to cause such person to terminate his or her employment with Company, any person who then is
an employee of Company or who was an employee of Company during the preceding six (6) months.


 


8. Termination


 


(a) Termination by the Company with
Cause. Notwithstanding the terms of this Agreement, Company may terminate this Agreement for cause (“Cause”) in
the event (i) of Arnost’s commission of an act involving fraud, embezzlement, or theft against the property or personnel of
Company, or (ii) Arnost shall be convicted of, or plead nolo contendere to a felony or engages in other criminal
conduct that could reasonably be expected to have a material adverse affect on the business, assets, properties, prospects,
results of operations or financial condition of Company. In the event this Agreement is terminated pursuant to this Section
8(a), Arnost’s Salary and all benefits under Section 5(c) hereof shall terminate immediately upon such discharge, and Company
shall have no further obligations to Arnost except for payment and reimbursement for any monies due which right to payment or
reimbursement accrued prior to such termination. Termination for cause shall also include failure to adhere to policies and
Code of Conduct established by the Board of Directors.




 






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(b) Death or Disability. The Company may terminate this Agreement upon the disability or death of Arnost
by giving written notice to Amost. In the case of disability, such termination will become effective immediately upon the giving
of such notice unless otherwise specified by the Company. For purposes of this Section 8(b), "disability" shall mean
that for a period of more than six consecutive months in any 12-month period Arnost is unable to perform the essential functions
of his position because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Upon any such
termination, the Company shall be relieved of all its obligations under this Agreement, except for payment of the Arnost Salary
and entitlement to reimbursed expenses unpaid through the effective date of termination. Nothing in this provision is intended
to violate state or federal laws.


 


(c) Termination by Arnost. Arnost may
terminate this Agreement at any time by giving three months' prior written notice to the Company. The Company shall be relieved
of all of its obligations under this Agreement, except for payment of the Arnost Salary and unrein1bursed expenses through the
termination date of his employment.


 


9. Violation of Other Agreements and Authority


 


Arnost represents and warrants to Company that
he is legally able to enter into this Agreement; that he is not prohibited by the terms of any agreement, understanding or policy
from entering into this Agreement; that the terms hereof will not and do not violate or contravene the terms of any agreement,
understanding or policy to which Arnost is or may be a party, or by which Arnost may be bound; that Amost is under no physical
or mental disability that would materiall y interfere with the performance of his duties under this Agreement. Arnost agrees that,
as it is a material inducement to Company that Arnost make the foregoing representations and warranties and that they be true in
all material respects.


 


10. Company Authority Relative to this Agreement


 


The Company has the requisite corporate power
and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The Board
of Directors of the Company has duly authorized the execution and delivery of this Agreement by the Company and the consummation
by the Company of the transactions contemplated on its part by this Agreement, and no other corporate proceedings on the part of
the Company are necessary to authorize this Agreement or for the Company to consummate the transactions contemplated by it. The
Company has duly validly executed and delivered this Agreement and it is a valid and binding Agreement of the Company, enforceable
against the Company in accordance with its terms, subject to bankruptcy or insolvency laws affecting creditors' rights generally
and to general principles of equity.




 






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11. Notices


 


Any and all notices, demands or requests required
or permitted to be given under this Agreement shall be given in writing and sent via email to the email address provided for Mr.
Amost below and, on behalf of the Company, to the email address of Dean Julia as set forth below.


 


 


12. Waivers


 


No waiver by any party of any default with
respect to any provision, condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or requirement
hereof; nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.


 


13.Entire Agreement


 


This Agreement sets forth the entire and only
agreement or understanding between the parties relating to the subject matter hereof and supersedes and cancels all previous agreements,
negotiations, letters of intent, correspondence, commitments and representations in respect thereof among them, and no party shall
be bound by any conditions, definitions, warranties or representations with respect to the subject matter of this Agreement except
as provided in this Agreement, other than a separate sales commission agreement.


 


14.Inurement; Assignment


 


The rights and obligations of Company under
this Agreement shall inure to the benefit of and shall be binding upon any successor of Company or to the business of Company,
subject to the provisions hereof. Neither this Agreement nor any rights or obligations of Arnost hereunder shall be transferable
or assignable by Arnost.


 


15. Amendment


 


This Agreement may not be amended in any respect
except by an instrument in writing signed by the parties hereto.


 


16.Headings


 


The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.


 


17.Counterparts


 


This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the
same instrument.


 






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18. Governing Law


 


This Agreement shall be governed by, construed
and enforced in accordance with the internal laws of the State of New York, without giving reference to principles of conflict
of laws. Each of the parties hereto irrevocably consents to the venue and exclusive jurisdiction of the federal and state courts
located in the State of New York, County of Nassau. THE PARTIES HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS EMPLOYMENT AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED IN IT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY TO IT.


 


 


 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 





	 	MOBIQUITY TECHNOLOGIES, INC.
	 	 
	 	 
	 	By:  /s/ Dean Julia                                             
	 	Dean Julia, Co-CEO
	 	Email: djulia@mobiquitynetworks.com 
	 	 
	 	 
	 	 
	 	/s/
    Thomas     Arnost                                               
	 	Thomas
    Arnost, Chairman
	 	Email:  tarnost@aol.com  


 


 






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