Exhibit 10.1


 








 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT
AGREEMENT entered into as of ______, 2022, or earlier by mutual agreement, by and between UNIQUE LOGISTICS INTERNATIONAL
(NYC), LLC (“Unique” as defined in Section A below), with an office in Atlanta, GA, and Mickey Diaz
(“Employee”), employed at such address:


 


	 	A.	Unique
    shall mean Unique or any of its subsidiary or related companies or affiliates. Unique may be referred to in this employment agreement
    as the “Employer” or the “Company”. 
	 	 	 
	 	B.	Unique,
    directly and through its related or subsidiary company or companies, is engaged in the business of freight forwarding and services
    incidental thereto (“UNIQUE’ s Business”); and
	 	 	 
	 	C.	Unique
    desires to employ Employee and Employee desires to accept such employment, on the terms and conditions set forth in this employment
    agreement (the “Agreement” or the “Employment Agreement”).


 


In
consideration of the facts mentioned above, and of the covenants and conditions set out below, the parties agree as follow:


 


	 	1.	Employment
	 	 	 
	 	(a)	Unique
    agrees to employ Employee, as Chief Operating Officer (COO). Employee shall be assigned to work at UNIQUE’s Atlanta,
    GA office. Employee may be reassigned at the discretion of UNIQUE’s Senior Management, in consultation with Employee. Employee
    understands and agrees that for purposes of employment and in connection with any issues relating to his employment, Employee’s
    place of employment shall be Atlanta, GA. Notwithstanding the number of days, the Employee shall work from home office
    or some other location, the law of the State of Georgia shall, without exception, govern the terms of employment. 
	 	(b)	Employee
    agrees to act in the foregoing capacity, in accordance with the terms and conditions contained in this Agreement, and the terms of
    employment applicable to regular employees at Unique. In the event of any conflict or ambiguity between the terms of the Agreement
    and terms of employment applicable to regular employees, the terms of this Agreement shall control.
	 	(c)	Employee
    acknowledges that she is an exempt employee for purpose of the FLSA and all other applicable wage and hour laws.
	 	(c)	Employee
    shall devote substantially all of Employee’s working time to UNIQUE’s Business. Employee shall render services, without
    additional compensation, in connection with the operation of UNIQUE’ s Business, including any activities of any affiliates
    and subsidiaries of Unique as may exist from time to time as directed by UNIQUE’ Senior Management.
	 	 	 
	 	 	For
    purposes hereof, UNIQUE’ s Senior Management shall mean the Chief Executive Officer of Unique, or its Board of Directors. 


 




    	 



    	 



    

 


	 	2.	“At-Will
    Employment”


 


Employee
and Unique agree and understand that the Employee is an “at-will” employee. Unique shall have the right and power to terminate
the Employee’s employment under this Agreement at any time for any reason or for no reason (except as is specifically prohibited
by law).


 


Notwithstanding
the above, Employer and Employee agree to provide each other 90 days’ notice of termination of this Employment Agreement.


 


	 	3.	Compensation


 


	 	(a)	Subject
    to the minimum performance standards outlined in Section 3A herein, Employee shall receive a yearly salary of $304,500.00.
    Such salary shall be payable twice monthly on or around the 15th day of the month and the last day of the month.
    In addition, the Employee will receive a monthly home office allowance of $125.00 as well as an Incentive Advance of
    $25,000 upon completion of six (6) months which will be offset against the Incentive earned as set out in Exhibit
    A. Incentive Advance is not recoverable by Employer from Employee in case Target is not met.
	 	(b)	All
    payments shall be made in a manner consistent with the payroll practices of Employer for its Employees.


 


3A.
Minimum Performance Standards


 


	 	a)	Qualitative
    and Quantitative evaluation of Employee’s performance versus key goals identified under Job Description.
	 	b)	Targets
    established from time to time by the Company including, but not limited to, budgetary targets for Company growth and profitability.


 


	 	4.	Additional
    Employee Benefits


 


	 	(a)	Employer
    shall reimburse Employee for all expenses reasonably incurred by Employee in connection with the performance of Employee’s
    duties under this Agreement to the extent that said expenses are incurred in a manner consistent with UNIQUE’ s travel and
    entertainment and expense policy which has been notified to Employee.
	 	(b)	Employee
    shall be entitled to reasonable vacation periods each year (which shall be in accordance with UNIQUE’ s policy for Employees
    or as stated in the Offer Letter) and other general medical and Employee benefit plans as shall have been established and are continuing
    for Employees of Unique provided that Employee is eligible by the terms thereof to participate therein.
	 	(c)
    	Employee
    is entitled to participate in a tailored Incentive Plan based on key goals identified in 3A above. In the event of any conflict or
    ambiguity between the terms of this Agreement and the terms of the applicable Incentive Plan the terms of this Agreement shall control.
    The applicable Incentive Plan for 2022-2023 is set out in Exhibit A.


 




    	 



    	 



    

 


	 	5.	Restrictive
    Covenants


 


	 	(a)	Non-Competition


 


	 	(i)	As
    a material inducement to Unique to employ the Employee and to enter into this Agreement, Employee covenants and agrees that during
    Employee’s Employment with Unique, and for a period of twelve (12) months after the date of termination of such
    employment (hereinafter the “Restricted Period”), regardless of the reason or circumstances of termination of Employment,
    neither Employee, any of Employee’s agents or anyone acting on Employee’s behalf, shall directly or indirectly engage
    or participate in the business of freight forwarding or any other business which would be competitive with any business in which
    Unique is engaged during the period of Employee’s employment with Unique, or shall accept any employment or position with,
    or become associated with any person, firm or entity who is engaged, in whole or in part, in the business of freight forwarding or
    any other business which would be competitive with any business in which Unique is engaged during the period of Employee’s
    employment with Unique; provided, however, that nothing contained herein shall be construed to prevent Employee from investing in
    the stock of any competing corporation listed on a national securities exchange or traded in the over the counter market so long
    as Employee is not actively involved in the business of said corporation and Employee does not own more than two percent (2%) of
    the stock of such corporation. The restriction set forth in this Section (5 (a) (i) shall be geographically limited to the United
    States of America.
	 	(ii)	As
    an additional material inducement to Unique to employ the Employee and to enter into this Agreement, Employee covenants and agrees
    that during the Restricted Period, neither Employee, nor any of Employee’s agents or anyone acting on Employee’s behalf
    , shall directly or indirectly engage in or participate in the business of freight forwarding or any other business which would be
    competitive with any business in which Unique is engaged during the period of Employee’s employment with Unique, with any customer
    or client or bona fide prospective customer or client of Unique(wherever located) .
	 	(iii)	Employee
    acknowledges and agrees that the provisions herein are reasonable because Unique would need a period of at least 6 months for other
    employees to develop relationships with customers of Employee whom Employee had worked with or solicited during the Employment Term,
    and due to UNIQUE’s considerable expense in developing and maintaining business relationships with customers. 


 


	 	(b)	Non-Solicitation


 


During
the Restricted Period, Employee covenants and agrees that Employee will not directly or indirectly, either for herself of for any other
person, firm, or entity:


 


	 	(i)	Solicit
    any employee of Unique to terminate his employment with Unique or to employ or enter into any other business relationship with such
    individual during his employment with Unique and for a period of twelve months after such individual terminates his employment
    with Unique.


 




    	 



    	 



    

 


	 	(ii)	Make
    any disparaging statement concerning UNIQUE, UNIQUE’s business or its officers, directors, or employees that could injure,
    impair, or damage the relationships between Unique and any of UNIQUE’s employees, customers or clients. 
	 	(iii)	Interfere
    with or damage (or attempt to interfere with or damage) the relationships of Unique or any affiliate with any business or person
    that is (or within 6 months prior to termination of Employee’s employment was) an actual or bona fide prospective client or
    customer of Unique.
	 	(iv)	Persuade
    or attempt to persuade any person or entity which is or was a customer or client of Unique on the date on which the Employee’s
    employment with Unique is terminated and with whom Employee had Material Contact (as defined below) at any time during Employee’s
    employment at Unique to cease doing business with Unique, or to reduce the amount of business it does with Unique. For purposes of
    this Agreement, “Material Contact” means any customer or client or bona fide prospective customer or client of Unique
    that was serviced by Employee or with whom Employee had direct interaction for purposes of furthering a business relationship.
	 	(v)	Solicit
    for the benefit of the Employee, or any other person or entity, other than Unique, the business of any person or entity, which is
    a customer or client of Unique or was its customer or client within six (6) months prior to the termination of Employee’s employment
    by Unique with whom Employee had Material Contact at any time during Employee’s employment at Unique, with respect to the business
    of freight forwarding or any other business which would be competitive with any business in which Unique is engaged during the period
    of Employee’s employment with Unique..


 


	 	(c)	Payment
    During the Restricted Period for Employee Performance Under 5(a)(i)


 


	 	(i)	As
    consideration for Employee’s performance of the covenant set forth in Section 5(a)(i), during the Restricted Period, Unique
    agrees to pay Employee during the Restricted Period at the rate of one twelfth (1/12) of the Employee’s yearly salary per month,
    subject to UNIQUE’s right to terminate early the restrictions of Section 5(a)(i) during the Restricted Period at any time by
    written notice to Employee (and thereby terminate any further payments by Unique). Employee shall only receive his/her salary as
    defined in Section 3(a) and shall not be entitled to receive any bonus or incentive compensation.
	 	(ii)	If
    Unique determines that Employee has breached the covenant in Section 5(a)(i) (or any of the covenants set forth in the Agreement)
    Unique may suspend any further payments or offset from such payments its reasonable estimate of damages suffered as a result of such
    breach in each case without prejudice to any of UNIQUE’s other rights and remedies under the Agreement. 


 


	 	(d)	Non-Disclosure
    and Non-Use


 


	 	(i)	Description
    of Confidential Information. For purposes of this Section (d), Confidential Information means any information which is clearly
    either marked or reasonably understood as being confidential or proprietary including, but not limited to, information disclosed
    in discussions between the parties in connection with technical information, data, proposals and other documents of Unique pertaining
    to its business, products, services, finances, product designs, plans, customer lists, price data, trade history data, client trading
    activity, corporate books and records of Unique, any Unique corporate documents, banking records, litigation documents or records,
    arbitration documents or records, public relations and other marketing information and other unpublished information. Confidential
    Information shall include all tangible materials containing Confidential Information including, but not limited to, written or printed
    documents and computer disks and tapes, whether machine or user readable.


 




    	 



    	 



    

 


	 	(ii)	Standard of Care.  Employee shall protect the Confidential Information from disclosure to any person other than other employees of Employee who have a need to know, by using a reasonable and prudent degree of care, in light of the significance of the Confidential Information, to prevent the unauthorized use, dissemination, or publication of such Confidential Information. 
	 	(iii)	Exclusion. This Section (c) imposes no obligation upon Employee with respect to information that : (a) was in Employee’s possession before receipt from Employer; (b) is or becomes a matter of public knowledge through no fault of Employee; (c) is rightfully received by Employee from a third party who does not have a duty of confidentiality; (d) is disclosed under operation of law, except that employee will disclose only such information as is legally required and give Employer prompt prior notice of any requested disclosure; or (e) is disclosed by Employee with employer’s prior written consent.
	 	(iv)	Return
    of Confidential Information. All documents containing any Confidential Information (as defined in (d) above) are and will remain
    the property of Unique at all times during and after Employee’s employment with Unique. No such documents shall be removed
    from the Company’s premises without the express written consent of Unique. Upon termination of Employee’s employment,
    Employee shall return all such documents, along with any copies, notes, abstracts, or summaries of such documents, to Unique. The
    Employee will immediately destroy or return all tangible material embodying Confidential Information (in any form and including,
    without limitation, all summaries, copies and excerpts of Confidential Information) upon the earlier of (i) the completion or termination
    of the dealings between the Employer and Employee under the Agreement or (ii) at such time that Employee may so request. 
	 	(v)	Notice
    of Breach. Employee shall notify Unique immediately upon discovery of any unauthorized use or disclosure of Confidential Information,
    or any other breach of the Agreement by Employee, and will cooperate with Unique in every reasonable way to help Unique regain possession
    of Confidential Information and prevent its further unauthorized use.
	 	(vi)	Term.
    The obligations under this Agreement with regard to the Confidential Information of the Employer shall remain in effect for five
    (5) years following employee’s termination of employment with the Employer; provided, that the obligations with regard to any
    Confidential Information that constitutes trade secrets of the Employer shall remain in effect as long as the information constitutes
    a trade secret under applicable law. 


 


	 	(e)	Geographical
    Limitations. Employee agrees with the Company that the geographical limitations on the Employee’s post-employment obligations
    to the Company are fair and reasonable.


 




    	 



    	 



    

 


	 	(f)	Interpretation
    of Enforceability; Severability and Reformation. Employee acknowledges that the restrictive covenants (the “Restrictive
    Covenants”) contained in this Section 5 are a condition of the Employee’s employment and (i) are reasonably limited in
    terms of geographic area, duration and scope for the purpose of protecting the Employer’s legitimate business interests, including
    its property, its Confidential Information and business relationships, its goodwill, its economic advantage, and its relationships
    with its clients and customers, (ii) will not preclude Employee from obtaining gainful employment or work following the conclusion
    of Employee’s employment with the Employer, and (iii) that the services Employee intends to and is expected to provide the
    Company are special and unique. If any Court determines that any of the Restrictive Covenants, or any part of any of the Restrictive
    Covenants, is invalid or unenforceable, the remainder of the Restrictive Covenants and parts thereof shall not thereby be affected
    and shall be given full effect, without regard to the invalid portion. If any Court determines that any of the Restrictive Covenants,
    or any part thereof, is invalid, or not enforceable because of the geographic or temporal scope of such provision, such court shall
    have the power to reduce the geographic or temporal scope of such provision, as the case may be, and, in its reduced form, such provision
    shall then be enforceable. EMPLOYEE REPRESENTS AND WARRANTS THAT EMPLOYEE HAS FULLY AND CAREFULLY READ THIS AGREEMENT, INCLUDING
    THE PROVISIONS OF SECTION 5 AND THAT EMPLOYEE HAS BEEN ADVISED BY THE COMPANY (AND HAS BEEN AFFORDED TIME AND OPPORTUNITY) TO CONSULT
    AN INDEPENDENT ATTORNEY OF HIS/HER CHOOSING, EMPLOYEE HAS READ, UNDERSTANDS AND FREELY AGREES TO THE PROVISIONS CONTAINED HEREIN,
    INCLUDING THOSE RESTRICTIONS OF POST-EMPLOYMENT COMPETITION AND SOLICITATION IN THE FREIGHT FORWARDING MARKET. 
	 	 	 
	 	(g)	Injunctive
    Relief. The parties acknowledge that the services to be rendered hereunder by Employee are special, unique and of extraordinary
    character. Accordingly, in the event of a breach or a threatened breach of Employee of any of Employee’s obligations under
    this Agreement, Unique will not have an adequate remedy at law. If Employee breaches or threatens to breach any of the Restrictive
    Covenants, Unique, in addition to and not in lieu of any other rights and remedies it may have at law or in equity, shall have the
    right to immediate injunctive relief; it being acknowledged and agreed to by the Employee that any such breach or threatened breach
    would cause irreparable and continuing injury to the Company and that money damages would not provide an adequate remedy to the Company.
	 	 	 
	 	6.	Representation
    and Indemnification
	 	 	 
	 	 	Employee
    hereby represents and warrants that Employee is not a party to any agreement, whether oral or written, which would prohibit Employee
    from being employed by Unique, and Employee further agrees to indemnify and hold Unique, its directors, officers, members, shareholders
    and agents, harmless from and against any and all losses, cost or expense of every kind, nature and description (including, without
    limitation, whether or not suit be brought, all reasonable costs, expenses and fees of legal counsel), based upon, arising out of
    or otherwise in respect of any breach of such representation and warranty.


 




    	 



    	 



    

 


	 	7.	Injunctive
    Relief (additional clause)
	 	 	 
	 	 	The
    parties acknowledge that the services to be rendered hereunder by Employee are special, unique and of extraordinary character. Accordingly,
    in the event of any breach or threatened breach of Employee, Unique shall be entitled to such equitable and immediate injunctive
    relief as may be available to restrain Employee and any business, firm, partnership, individual, corporation or entity participating
    in the breach of this Agreement. Nothing in this Agreement shall be construed as prohibiting Employer from pursing any other remedies
    available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination
    of the employment of Employee under this Agreement. 
	 	 	 
	 	8.	Notices
	 	 	 
	 	 	All
    notices shall be in writing and shall be delivered personally (including by courier), sent by facsimile transmission (with appropriate
    documented receipt thereof), by overnight receipted courier service (such as UPS or Federal Express) or sent by certified, registered
    or express mail, postage prepaid, to the parties at their address set forth at the beginning of this Agreement with Employer’s
    copy being sent to Employer at its then principal office. Any such notice shall be deemed given when so delivered personally, or
    if sent by facsimile transmission, when transmitted, or, if mailed, forty-eight (48) hours after the date of deposit in the mail.
    Any party may, by notice given in accordance with this Section to the other party, designate another address or person for receipt
    of notices thereunder. Copies of any notices to be given to Employer shall be given simultaneously to: Ross & Asmar LLC, 499
    Seventh Avenue, 23rd Floor, New York, NY 10018 Attention: Steven B. Ross, Esq.
	 	 	 
	 	9.	Miscellaneous
    
	 	 	 
	 	(a)	This
    Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia. Each of the parties
    hereby irrevocably waives any objection it may have to the laying of the venue of any such action or proceeding in the State of Georgia.
    The parties hereto hereby consent to the personal jurisdiction of the courts of the State of Georgia, in any action,
    suit or proceeding for injunctive relief, as described in Section 5 and/or Section 7, for any violation by the Employee of the provisions
    of Section 5, and the parties agree that any such action, suit or proceeding may be brought in such courts and they further agree
    that service or process or notice in any such action, suit or proceeding shall be effective if given in the manner set forth in Section
    8 hereof. The parties hereto agree that in any action or arbitration commenced by either party to enforce or prevent the breach or
    threatened breach of this Agreement, in the event Unique shall prevail in the arbitration or litigation, Unique shall be entitled
    to recover from the other party all of its costs and expenses, including attorney’s fees. 
	 	(b)	Employee
    agrees that she shall commence no action or any kind other than in the jurisdiction of State of Georgia. In the event that
    Employee commences any action outside of the jurisdiction of State of Georgia, the Employee agrees to indemnify the
    Employer for all costs and expenses incurred by the Employer, including but not limited to reasonable attorneys’ fees, for
    the Employer’s defense of any such claim regardless of the outcome of any claim.


 




    	 



    	 



    

 


	 	(c)	This
    Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument
    signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving
    compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel,
    renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. No delay on the part
    of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the
    part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege,
    preclude any further exercise thereof or the exercise of any such right, power or privilege, preclude any further exercise thereof
    or the exercise of any other such right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive
    of any rights or remedies that any party may otherwise have at law or in equity.
	 	(d)	If
    any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to
    any person or circumstances, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions
    of this Agreement, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or
    unenforceable shall be deemed limited or modified to the extent 
	 	(e)	Necessary
    to make it valid and enforceable; in no event shall this Agreement be rendered void or unenforceable.
	 	(f)	The
    headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction
    or enforcement of this Agreement.
	 	(g)	This
    Agreement shall inure to the benefit of and be binding upon the successor and assigns of Employer, but no interest in this Agreement
    shall be transferable in any manner by Employee.
	 	(h)	This
    Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior discussions, agreement,
    and undertakings, written or oral, of any and every nature with respect thereto.
	 	(i)	This
    Agreement may be executed by the parties hereto in separate counterparts, which together shall constitute one and the same instrument.
	 	(h)	In
    the event of the termination of this Agreement, the provisions of Sections 5, 6, 7, 8 and 9 hereof shall remain in full force and
    effect, in accordance with their respective terms.
	 	(i)	All
    pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, singular, or plural as the identity of the
    person or persons may require.


 


IN
WITNESS WHEREOF, this Agreement has been executed as of the date stated at the beginning of this Agreement.


 


	UNIQUE	 	Employee:
	 	 	 
		 	


 




    	 



    	 



    

 


EXHIBIT
A - INCENTIVE & JOB DESCRIPTION


 


A-1.
ANNUAL INCENTIVE PLAN


 


	 	1.	Measurement
    Period – June 1, 2022, to May 31, 2023
	 	 	 	 
	 	2.	Incentive
    Calculation for Measurement Period 
	 	 	a)	Financial
    Measurement: Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) for the Company
	 	 	b)	COO’s
    Target: Company’s Annual EBITDA Budget.
	 	 	c)	Incentive
    Amount:


 


	EBITDA
    Against the Company’s Annual Budget	 	Bonus
    Amount
	Meet
    Budget	 	60%
    of Annual Gross Salary


 


	 	3.	Incentive
    Disbursement:
	 	 	1.	Payment
    of any incentive earned will normally be made with the salary payment. 
	 	 	2.	The
    basic salary used to calculate the incentive earned is the earning on the final day of the plan year.
	 	 	3.	Payment
    will be subject to statutory deductions such as tax at the rate prevailing at the time of payment. Incentive payments are not pensionable.
	 	 	4.	Payment
    will not be made to a participant who has resigned, been made redundant, or left the Company before the incentive is paid, irrespective
    of the amount of the plan year worked. Discretion to pay the incentive in exceptional circumstances rests with the CEO.
	 	 	5.	The
    CEO will apply his discretion as to whether the incentive payment should be made and at what level in all other cases of leave of
    absence.
	 	 	6.	Participants
    can select the stock option (when available) instead of cash payout.