Exhibit 10.7


 


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is entered into as of April 22, 2022 (the “Effective Date”), by and between PeriShip
Global LLC, a Delaware limited liability company (the “Company”), and Jack Wang (the “Executive”).
Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this
Agreement.


 


WHEREAS, the Company is a
subsidiary of VerifyMe, Inc., a Nevada corporation (“VerifyMe”); and


 


WHEREAS, Executive was formerly
an employee of PeriShip, LLC (“PeriShip”); and


 


WHEREAS, pursuant to that
certain Asset Purchase Agreement by and between the Company and PeriShip dated even date herewith, the Company acquired substantially
all of the assets of PeriShip (the “Transaction”);


 


WHEREAS, in connection with
the Transaction and in their business, the Company has acquired and developed certain trade secrets both as defined by applicable law
and the common law, including, but not limited to, proprietary processes, sales methods and techniques, and other like confidential business
and technical information, including but not limited to, technical information, design systems, pricing methods, pricing rates or discounts,
processes, procedures, formulas, designs of computer software, or improvements, or any portion or phase thereof, whether patented, or
not, or unpatentable, that is of any value whatsoever to the Company, as well as information relating to the Company’s Services
(as defined in Section 9(a)), information concerning proposed new Services, market feasibility studies, proposed or existing marketing
techniques or plans (whether developed or produced by the Company or by any other person or entity for the Company), other Confidential
Information (as defined in Section 9(a)) and information about the Company’s executives, officers, and directors, which necessarily
will be communicated to the Executive by reason of his or her employment by the Company; and


 


WHEREAS, the Company has strong
and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information,
and its substantial, significant, or key, relationships with vendors, whether actual or prospective; and


 


WHEREAS, the Company desires
to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term
of this Agreement and for a reasonable time following the termination of this Agreement; and


 


WHEREAS, the Company desires
to employ or continue to employ the Executive and to ensure the availability or continued availability to the Company of the Executive’s
services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions
contained in this Agreement.


 



    	 	 	 



    	 



    




 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive
hereby agree as follows:


 


1.          
Representations and Warranties. The Executive hereby represents and warrants to the Company
that the Executive (i) is not subject to any non-solicitation or non-competition agreement affecting his or her employment with the Company
(other than any prior agreement with the Company or other agreement disclosed on Exhibit A), (ii) is not subject to any confidentiality
or nonuse/nondisclosure agreement affecting the Executive’s employment with the Company (other than any prior agreement with the
Company), and (iii) has brought to the Company no trade secrets, confidential business information, documents, or other personal property
of a prior employer other than PeriShip. 


 


2.          
Term of Employment.


 


(a)              
Term. Subject to the terms and conditions set forth herein, the Company hereby agrees to employ Executive, and Executive
hereby agrees to accept employment with the Company, to be effective on the Effective Date. Executive’s employment with the Company
shall continue, subject to earlier termination of such employment pursuant to the terms hereof, for a period of two (2) years (the “Initial
Term”). Unless a Non-Renewal Notice (as herein defined) is given as herein provided or Executive’s employment is earlier
terminated in accordance with the terms hereof, commencing on the day following the last day of the Initial Term and on each anniversary
thereof, the period of Executive’s employment shall thereafter be automatically extended for an additional twelve-month period.
The period of Executive’s employment with the Company as set forth in this Section 2 is referred to herein as the “Term.”
The Company or Executive may elect to terminate the automatic extension of the Term by giving written notice of such election not less
than thirty (30) days prior to the end of the then current Term (the “Non-Renewal Notice”).


 


(b)              
Continuing Effect. Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions
of Sections 6(e), 7, 8, 9, 10, 12, 15, 18, 19, and 22 shall remain in full force and effect and the provisions of Section 9 shall be binding
upon the legal representatives, successors and assigns of the Executive.


 


3.          
Duties.


 


(a)              
General Duties. The Executive shall serve in the position indicated in the Schedule, with duties and responsibilities that
are customary for such an executive. The Executive shall report to the Company’s Chief Executive Officer. The Executive shall also
perform services for VerifyMe and other members of the Company as may be necessary. The Executive shall use his or her best efforts to
perform his or her duties and discharge his or her responsibilities pursuant to this Agreement competently, carefully and faithfully.
In determining whether or not the Executive has used his or her best efforts hereunder, the Executive’s and the Company’s
delegation of authority and all surrounding circumstances shall be taken into account and the best efforts of the Executive shall not
be judged solely on the Company’s earnings or other results of the Executive’s performance, except as specifically provided
to the contrary by this Agreement.


 


(b)              
Devotion of Time. The Executive shall devote such time, attention and energies to the affairs of the Company and its subsidiaries
and affiliates as are necessary to perform his or her duties and responsibilities pursuant to this Agreement. The Executive shall not
enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation to, any other persons,
business, or organization, without the prior consent of the Company’s Board of Directors (the “Board”). Notwithstanding
the above, the Executive shall be permitted to devote a limited amount of his or her time, to professional, charitable or similar organizations,
including, but not limited to, serving as a non-executive director or an advisor to a board of directors, committee of any company or
organization, or adjunct teaching at the college or university level, provided that such activities do not interfere with the Executive’s
performance of his or her duties and responsibilities as provided hereunder.


 



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(c)              
Location of Office. The Executive shall be permitted to work remotely from his home in the Houston, Texas area. The Executive
agrees that he will be available during the standard business hours of the Company. The Executive also agrees that he will travel to the
Company’s Branford, Connecticut office as necessary to perform the duties of his job. The Executive’s job responsibilities
shall include all business travel necessary for the performance of Executive’s job.


 


(d)              
Adherence to Inside Information Policies. The Executive acknowledges that the Company’s parent, VerifyMe, is publicly-held
and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating
the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty
owed to the Company, VerifyMe, or any third party. The Executive shall promptly execute any agreements generally distributed by the Company
to its employees requiring such employees to abide by its inside information policies.


 


4.          
Compensation and Expenses.


 


(a)              
Salary. For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive the annual
salary indicated on the Schedule (the “Base Salary”), less such deductions as shall be required to be withheld by applicable
law and regulations payable in accordance with the Company’s customary payroll practices. The Executive’s Base Salary shall
be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the Base Salary during the Term.
However, the Executive’s Base Salary may not be decreased during the Term.


 


(b)              
RSU Grant.  Following the Effective Date, Executive shall be granted an Award (the “Award”) of VerifyMe
Restricted Stock Units (the “RSUs”) with a grant date fair value equal to 100% of Executive’s Annual Base Salary. 
The Award will be made pursuant to an award agreement under the VerifyMe, Inc. 2020 Equity Incentive Plan, which will govern the terms
of the Award and provide that the Award shall vest on the two year anniversary of the grant date, subject to continuous employment and
other conditions, as follows: 50% if VerifyMe’s stock price exceeds $5.00 per share for a period of 20 consecutive days, and the
remaining 50% if VerifyMe’s stock price exceeds $7.00 per share for a period of 20 consecutive days, in each case prior to the two
year anniversary of the grant date. Any unvested RSUs shall immediately vest upon the event of Executive’s death or disability,
as defined in Section 6(a) below.


 


(c)              
Expenses. In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds
to the Executive for all reasonable documented travel (including travel expenses incurred by the Executive related to his or her travel
to the Company’s offices), entertainment and miscellaneous expenses incurred in connection with the performance of his or her duties
under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance
with the Company’s expense reimbursement policies and procedures. The reimbursement of all expenses shall be paid to the Executive
within sixty (60) days after the Company receives such written accounting. The Executive’s right to receive reimbursement of expenses
under this Section 4(c) shall not be abrogated by termination of this Agreement for any reason.


 



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(d)              
Bonus. As a member of senior management, Executive may be eligible for an annual bonus, the timing and amount of which shall
be determined in the sole discretion of the Company (“Bonus”) consistent with other members of the Company’s executive
team.


 


5.          
Benefits.


 


(a)              
Paid Time Off. The Executive will be entitled to the number of weeks of Paid Time Off indicated on the Schedule without
loss of compensation or other benefits to which he or she is entitled under this Agreement, to be taken at such times as the Executive
may select and the affairs of the Company may permit, with the understanding that vacation days will not be specifically counted, and
no compensation, shall be granted for unused days.


 


(b)              
Employee Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans, practices
and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on
a basis which is no less favorable than is provided to other similarly situated executives of the Company and consistent with the terms
set forth on the Schedule, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company
reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee
Benefit Plan and applicable law.


 


6.          
Termination.


 


(a)              
Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate upon the
death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive
is unable to engage in his or her customary duties (with or without reasonable accommodation) by reason of any medically determinable
physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii)
the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last
for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under
an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social
Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s
regularly attending physician (or his or her guardian) (or the Social Security Administration, where applicable) and be made in accordance
with the Americans with Disabilities Act or other applicable law. In the event that the Executive’s employment is terminated by
reason of Executive’s death or disability, the Company shall pay the following to the Executive or his or her personal representative:
(i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to
be reimbursed under this Agreement, and (iii) any Bonus for which the Executive completed the applicable calendar performance year but
has not yet earned solely as a result of termination prior to the payment date (an “Bonus Payout”). The Executive (or
his or her estate) shall receive the payments provided herein at such times as he or she would have received them if there was no death
or disability but no later than sixty (60) days after the date of death or disability. Additionally, if the Executive’s employment
is terminated because of disability, any benefits (except perquisites) to which the Executive may be entitled pursuant to Section 5(b)
hereof shall continue to be paid or provided by the Company, as the case may be, for the Disability Benefits Continuation Period indicated
on the Schedule, subject to the terms of any applicable plan or insurance contract and applicable law. Such benefits shall be exempt from
or in compliance with Section 409A and Treasury Regulation Section 1.409A-1(a)(5).


 



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(b)              
Termination by the Company for Cause, by the Executive Without Good Reason or by Delivery of Non-Renewal Notice by the Executive.
The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below)
by giving the Executive written notice of termination. Such termination shall become effective upon the giving of such notice. The Executive
may terminate his or her employment pursuant to the terms of this Agreement at any time without Good Reason (as defined in Section 6(c))
by giving the Company at least thirty (30) days’ written notice of resignation. Such termination shall become effective upon the
date provided by the Executive; provided, however, that the Company may relieve the Executive of any duties during such notice
period without causing Good Reason. Upon any such termination for Cause, the effective date of a resignation without Good Reason, or the
effective date of termination as a result of a delivery of a Non-Renewal Notice by the Executive, then the Executive shall have no right
to compensation under Sections 4(a), (b), and (d) or to participate in any Executive benefit programs under Section 5, except as may otherwise
be provided for by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause”
shall mean: (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Company;
(ii) the Executive, in carrying out his or her duties hereunder, has acted with gross negligence or intentional misconduct resulting,
in any case, in material harm to the Company; (iii) the Executive misappropriates Company funds or otherwise defrauds the Company including
a material amount of money or property; (iv) the Executive breaches his or her fiduciary duty to the Company resulting in material profit
to him, directly or indirectly; (v) the Executive materially breaches any agreement with the Company and fails to cure such breach within
30 days of receipt of notice, unless the act is incapable of being cured; (vi) the Executive breaches any provision of Section 8 or Section
9; (vii) the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the
Executive from violating any securities law administered or regulated by the Securities and Exchange Commission; (viii) the Executive
becomes subject to a cease and desist order or other order issued by the Securities and Exchange Commission after an opportunity for a
hearing; (ix) the Executive refuses to carry out a resolution adopted by the Company’s Board at a meeting in which the Executive
was offered a reasonable opportunity to argue that the resolution should not be adopted; or (x) the Executive abuses alcohol or drugs
in a manner that interferes with the successful performance of his or her duties.


 



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(c)              
Termination by the Company Without Cause or by Executive for Good Reason.


 


(1)              
This Agreement may be terminated: (i) by the Executive for Good Reason (as defined below) and (ii) by the Company without Cause,
or the Delivery of a Non-Renewal Notice by the Company.


 


(2)              
In the event this Agreement is terminated by the Executive for Good Reason or by the Company without Cause, the Executive shall
be entitled to the following:


 


(A)            
any accrued but unpaid Base Salary for services rendered to the date of termination;


 


(B)             
any accrued but unpaid expenses required to be reimbursed under this Agreement;


 


(C)             
if during Initial Term, the first Award and/or second Award if not previously paid and if all conditions other than employment
until the end of the Initial Term are met;


 


(D)            
a payment equal to severance amount indicated on the Schedule (the “Severance Amount”); and


 


(E)             
any benefits (except perquisites) to which the Executive was entitled pursuant to Section 5(b) hereof shall continue to be
paid or provided by the Company, as the case may be, for the Benefits Continuation Period indicated on the Schedule, subject to the terms
of any applicable plan or insurance contract and applicable law. Such benefits shall be exempt from or in compliance with Section 409A
and Treasury Regulation Section 1.409A-1(a)(5).


 


(3)              
The payment of the Severance Amount and the acceleration of vesting shall be conditioned on the Executive signing an Agreement
and General Release (in the form attached hereto as Exhibit B, with such revisions as counsel to the Company deems necessary) which
releases the Company or any of its affiliates (including its officers, directors and their affiliates) from any liability under this Agreement
or related to the Executive’s employment with the Company provided that (x) the payment of the Severance Amount is made on or before
the 60th day following the Executive’s termination of employment; (y) such Agreement and General Release is executed by the Executive,
submitted to the Company, and the statutory period during which the Executive is entitled to revoke the Agreement and General Release
under applicable law has expired on or before that 60th day; and (z) in the event that the 60 day period begins in one taxable year and
ends in a second taxable year, then the payment of the Severance Amount shall be made in the second taxable year.


 


The term “Good Reason”
shall mean: (i) a material diminution in the Executive’s authority, duties, base compensation, or responsibilities due to no fault
of the Executive other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law;
(ii) a diminution in the authority, duties, or responsibilities of the Executive, (iii) a material change in the geographic location at
which the Executive must perform services, or (iv) any other action or inaction that constitutes a material breach by the Company under
this Agreement. Prior to the Executive terminating his or her employment with the Company for Good Reason, the Executive must provide
written notice to the Company, within 30 days following the Executive’s initial awareness of the existence of such condition, that
such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason. If the Company does not
cure the condition(s) constituting Good Reason within 60 days following receipt of such notice, then the Executive’s employment
shall be deemed terminated for Good Reason.


 



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(d)              
Any termination made by the Company under this Agreement shall be approved by the Board.


 


(e)              
Upon (1) voluntary or involuntary termination of the Executive’s employment, or (2) the Company’s request at any time
during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all Company property, including
keys, key cards, access cards, security devices, employer credit cards, network access devices, computers, cell phones, smartphones, manuals,
work product, thumb drives or other removable information storage devices, and hard drives, and all Company documents and materials belonging
to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information or
work product, that are in the possession or control of the Executive, whether they were provided to the Executive by the Company or any
of its business associates or created by the Executive in connection with his or her employment by the Company; and (ii) delete or destroy
all copies of any such documents and materials not returned to the Company that remain in the Executive’s possession or control,
including those stored on any non-Company devices, networks, storage locations and media in the Executive’s possession or control.


 


7.          
Indemnification. As provided in an Indemnification Agreement to be entered into or previously
entered into between the Company and the Executive, a copy of which is annexed as Exhibit C, the Company shall indemnify the Executive,
to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection
with any action, suit or proceeding to which he or she may be made a party by reason of him being an officer, director or employee of
the Company or of any subsidiary or affiliate of the Company. The Company shall provide, at its expense, directors and officers insurance
for the Executive in amounts and for a term consistent with industry standards.


 


8.          
Non-Competition Agreement.


 


(a)              
Competition with the Company. Until termination of his or her employment and for the Restricted Period indicated on the
Schedule and commencing on the date of termination, the Executive (individually or in association with, or as a shareholder, director,
officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership,
association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Section also includes
any of its subsidiaries or affiliates, including VerifyMe) by acting as an officer (or comparable position) of, owning an interest in,
or providing services to any entity within any metropolitan area in the United States or other country in which the Company was actually
engaged in business as of the time of termination of employment or where the Company reasonably expected to engage in business within
three months of the date of termination of employment. For purposes of this Agreement, the term “compete with the Company”
shall refer to any business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably
expected to engage in within three months of termination of employment; provided, however, the foregoing shall not prevent the Executive
from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the
Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the
Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in
business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has either ceased engaging
in or publicly announced or disclosed that it intends to cease engaging in; provided, further, the foregoing shall not prohibit the Executive
from owning up to five percent of the securities of any publicly-traded enterprise provided as long as the Executive is not a director,
officer, consultant, employee, partner, joint venturer, manager, or member of, or to such enterprise, or otherwise compensated for services
rendered thereby.


 



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(b)              
Solicitation of Customers. During the periods in which the provisions of Section 8(a) shall be in effect, the Executive,
directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise
or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or
receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other
than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership,
limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services
during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation,
partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has
approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.
Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.


 


(c)              
Solicitation of Employees. During the period in which the provisions of Sections 8(a) and 8(b) shall be in effect,
the Executive agrees that he or she shall not, directly or indirectly, request, recommend or advise any employee of the Company to terminate
his or her employment with the Company, for the purposes of providing services for a Prohibited Business, or solicit for employment or
recommend to any third party the solicitation for employment of any individual who was employed by the Company or any of its subsidiaries
and affiliates at any time during the one year period preceding the Executive’s termination of employment.


 


(d)              
Non-disparagement. The Executive agrees that, after the end of his or her employment, he or she will refrain from making,
in writing or orally, any unfavorable comments about the Company, its operations, policies, or procedures that would be likely to injure
the Company’s reputation or business prospects; provided, however, that nothing herein shall preclude the Executive from responding
truthfully to a lawful subpoena or other compulsory legal process or from providing truthful information otherwise required by law.


 


(e)              
No Payment. The Executive acknowledges and agrees that no separate or additional payment will be required to be made to
him in consideration of his or her undertakings in this Section 8, and confirms he or she has received adequate consideration for such
undertakings.


 



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(f)               
References. References to the Company in this Section 8 shall include the Company, VerifyMe and each of their subsidiaries
and affiliates.


 


9.          
Non-Disclosure of Confidential Information.


 


(a)              
Confidential Information. For purposes of this Agreement, “Confidential Information” includes, but is
not limited to, trade secrets under any applicable statute or the common law, processes, policies, procedures, techniques, designs, drawings,
know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development,
research, testing, costs, marketing, and uses of the Services (as defined below), the Company’s budgets and strategic plans, and
the identity and special needs of Customers vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s
businesses, systems, methods of operation, and Customer lists and information, solicitation leads, marketing and advertising materials,
methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home addresses and all
telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, and Customer
contacts. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries
and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or
subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written
records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company
in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing
from a third party (excluding any affiliates of the Executive) who lawfully acquired the confidential information and who did not acquire
such confidential information or trade secret, directly or indirectly, from the Executive or the Company or its subsidiaries or affiliates
and who has not breached any duty of confidentiality. As used herein, the term “Services” shall include all services
offered for sale and marketed by the Company during the Term.


 


(b)              
Legitimate Business Interests. The Executive recognizes that the Company has legitimate business interests to protect and
as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate
business interests. These legitimate business interests include, but are not limited to (i) trade secrets; (ii) valuable confidential
business, technical, and/or professional information that otherwise may not qualify as trade secrets, including, but not limited to, all
Confidential Information; (iii) substantial, significant, or key relationships with specific prospective or existing Customers, vendors
or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s
technology, Services, methods, operations and procedures. Notwithstanding the foregoing, nothing in this Section 9(b) shall be construed
to impose restrictions greater than those imposed by other provisions of this Agreement.


 



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(c)              
Confidentiality. During the Term of this Agreement and following termination of employment, for any reason, the Confidential
Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the
Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further
acknowledges that such Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special,
valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s
Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive
shall not copy any Confidential Information except to the extent necessary to his or her employment nor remove any Confidential Information
or copies thereof from the Company’s premises except to the extent necessary to his or her employment. All records, files, materials
and other Confidential Information obtained by the Executive in the course of his or her employment with the Company are confidential
and proprietary and shall remain the exclusive property of the Company. The Executive shall not, except in connection with and as required
by his or her performance of his or her duties under this Agreement, for any reason use for his or her own benefit or the benefit of any
person or entity other than the Company or disclose any such Confidential Information to any person, firm, corporation, association or
other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding
the Executive).


 


(d)              
References. References to the Company in this Section 9 shall include the Company, VerifyMe and each of their subsidiaries
and affiliates.


 


(e)              
Whistleblowing. Notwithstanding the foregoing, nothing in this Agreement shall (i) prohibit the Executive from making reports
of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules
promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other
whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company
of any reporting described in clause (i).


 


(f)               
Trade Secrets. Pursuant to The Defend Trade Secrets Act (18 USC § 1833(b)), the Executive may not be held criminally
or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government
official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation
of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally,
the Executive, if suing the Company for retaliation based on the reporting of a suspected violation of law, may disclose a trade secret
to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed
under seal and the Executive does not disclose the trade secret except pursuant to court order.


 


10.        
Equitable Relief.


 


(a)              
The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique
and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or
if the Executive, without the prior express consent of the Board, shall leave his or her employment for any reason and/or take any action
in violation of Section 8 and/or Section 9, the Company shall be entitled to institute and prosecute proceedings in any court of competent
jurisdiction referred to in Section 10(b) below, to enjoin the Executive from breaching the provisions of Section 8 and/or Section 9.


 



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(b)              
Any action arising from or under this Agreement must be commenced only in the appropriate state or federal court located in New
York County, New York. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts
and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably
waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such
court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any
liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.


 


11.        
Conflicts of Interest. While employed by the Company, the Executive shall not, unless
approved by the Board, directly or indirectly:


 


(a)              
participate as an individual in any way in the benefits of transactions with any of the Company’s or VerifyMe’s Customers
or vendors, including, without limitation, having a financial interest in the Company’s or VerifyMe Customers or vendors, or making
loans to, or receiving loans, from, the Company’s or VerifyMe Customers or vendors;


 


(b)              
realize a personal gain or advantage from a transaction in which the Company or VerifyMe has an interest or use information obtained
in connection with the Executive’s employment with the Company or VerifyMe for the Executive’s personal advantage or gain;
or


 


(c)              
accept any offer to serve as an officer, director, partner, consultant, manager with, provide services to or to be employed by,
a person or entity which does business with the Company or VerifyMe.


 


12.        
Inventions, Ideas, Processes, and Designs. All inventions, ideas, processes, programs,
software, and designs (including all improvements) (i) conceived or made by the Executive during the course of his or her employment with
the Company (whether or not actually conceived during regular business hours) and for a period of six months subsequent to the termination
(whether by expiration of the Term or otherwise) of such employment with the Company, and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and exclusive property of the Company, and the Executive hereby
assigns any such inventions to the Company. An invention, idea, process, program, software, or design (including an improvement) shall
be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities,
or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business
or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys
in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions,
ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development
as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The
Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest
in and to all work product and intellectual property rights, including the right to sue, counterclaim and recover for all past, present
and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained
in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any work product or intellectual
property rights so as to be less in any respect than the Company would have had in the absence of this Agreement. If applicable, the Executive
shall provide as a schedule to this Agreement, a complete list of all inventions, ideas, processes, and designs, if any, patented or unpatented,
copyrighted or otherwise, or non-copyrighted, including a brief description, which he or she made or conceived prior to his or her employment
with the Company and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 12 shall
include the Company, its subsidiaries and affiliates.


 



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13.        
Indebtedness. If, during the course of the Executive’s employment under this Agreement,
the Executive becomes indebted to the Company for any reason, the Company may, if it so elects, and if permitted by applicable law, set
off any sum due to the Company from the Executive and collect any remaining balance from the Executive unless the Executive has entered
into a written agreement with the Company.


 


14.        
Assignability. The rights and obligations of the Company under this Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire
all or substantially all of the securities or assets and business of the Company. The Executive’s obligations hereunder may not
be assigned or alienated and any attempt to do so by the Executive will be void.


 


15.        
Severability.


 


(a)              
The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth
in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at
a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable,
then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such
a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and
as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce
all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company
the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement
that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for
the purposes of such proceeding, from this Agreement.


 


(b)              
If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state
or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall
be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other.
The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.


 



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16.        
Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement
(except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted
delivery, or next business day delivery to the addresses detailed below (or to such other address, as either of them, by notice to the
other may designate from time to time), or by e-mail delivery (in which event a copy shall immediately be sent by FedEx or similar receipted
delivery), as follows:


 


	To the Company:	VerifyMe, Inc.
	 	75 South Clinton Avenue, Suite 510 
	 	Rochester, New York 14604
	 	Attn: Patrick White
	 	Email: [______________]
	 	 
	With a copy to:	Harter Secrest & Emery LLP
	 	1600 Bausch & Lomb Place
	 	Rochester, New York 14604
	 	Attention: Alex R. McClean, Esq.
	 	Email:  [______________]
	 	 
	
    To the Executive:

     
	the Executive’s email address indicated on the Schedule


 


17.        
Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may
be by actual or facsimile signature.


 


18.        
Attorneys’ Fees. In the event that there is any controversy or claim arising out
of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses
(including such fees and costs on appeal).


 


19.         
Governing Law. This Agreement shall be governed or interpreted according to the internal
laws of the State of New York without regard to choice of law considerations and all claims relating to or arising out of this Agreement,
or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of New York without
regard to choice of law considerations.


 


20.        
Entire Agreement. This Agreement constitutes the entire Agreement between the parties
and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by
the party or parties against which enforcement or the change, waiver discharge or termination is sought.


 



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21.        
Section and Paragraph Headings. The section and paragraph headings in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation of this Agreement.


 


22.        
Section 409A Compliance.


 


(a)              
This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations
promulgated and other official guidance issued thereunder (collectively, “Section 409A”) or to qualify for an exemption
thereunder, and this Agreement shall be construed and administered consistent with such intent. Notwithstanding any other provision of
this Agreement to the contrary, payments provided under this Agreement shall be made upon an event and in a manner that complies with
Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as
separation pay due to an involuntary separation from service (including a voluntary separation from service for good reason that is considered
an involuntary separation for purposes of the separation pay exception under Treasury Regulation Section 1.409A-1(n)(2)) or as a short-term
deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment
provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination
of employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply
with or qualify for an exemption from Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties,
interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.


 


(b)              
Notwithstanding any other provision of this Agreement, if at the time of the Executive’s termination of employment, the Executive
is a “specified employee”, determined in accordance with Section 409A, any payments and benefits provided under this Agreement
that constitute “nonqualified deferred compensation” subject to Section 409A (e.g., payments and benefits that do not qualify
as a short-term deferral or as a separation pay exception) that are provided to the Executive on account of the Executive’s separation
from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Executive’s termination
date (“Specified Employee Payment Date”). The aggregate amount of any payments that would otherwise have been made
during such six-month period shall be paid in a lump sum on the Specified Employee Payment Date without interest and thereafter, any remaining
payments shall be paid without delay in accordance with their original schedule. If the Executive dies during the six-month period, any
delayed payments shall be paid to the Executive’s estate in a lump sum upon the Executive’s death.


 


(c)              
To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in
accordance with the following:


 


(1)              
the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;


 



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(2)              
any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and


 


(3)              
any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another
benefit.


 


[Signature Page to Follow]


 



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IN WITNESS WHEREOF, the Company and the Executive
have executed this Agreement as of the date and year first above written.


 


 


 


	 	PeriShip Global LLC
	 	 
	 	 
	 	 
	 	By:	/s/ Patrick White
	 	 	Patrick White
	 	 	CEO
	 	 	 
	 	 	 
	 	Executive
	 	 
	 	 
	 	/s/ Jack Wang
	 	Jack Wang


 



    		 	



    	 



    




 


Schedule


Employment Agreement Terms Schedule


 


	Executive Name	Jack Wang
	Executive’s Email Address	[____________________]
	Position	Chief Information Officer
	Base Salary	$189,000
	Number of Weeks of Paid Time-Off	Five (5)
	Amount of Severance 	If termination occurs on or prior to June 30, 2022, then an amount equal to monthly Base Salary for the number of months and partial months remaining until December 31, 2022.  If termination after June 30, 2022, then an amount equal to monthly Base Salary for six (6) months.
	Benefits Continuation Period	Six (6) months if termination occurs after June 30, 2022.  If termination or the Company’s non-renewal of this Agreement occurs on or prior to June 30, 2022 but before December 31, 2022, then through December 31, 2022. If termination or non-renewal of this Agreement occurs after December 31, 2022, benefits shall continue for eighteen (18) months from date of such termination if Executive is eligible for such continuation under the terms and conditions of the applicable benefits plan. In the event that such continuation is not permitted under the Company’s benefits plan, the Company shall reimburse Executive for the premium payments for eighteen (18) months of COBRA coverage for Executive following the end of Executive’s employment with the Company, subject to Executive’s timely election of such COBRA coverage.
	Disability Benefits Continuation Period	Six (6) months if termination occurs after June 30, 2022.  If termination occurs on or prior to June 30, 2022, then through December 31, 2022.
	Restricted Period	Six (6) months if termination occurs after June 30, 2022.  If termination occurs on or prior to June 30, 2022, then through December 31, 2022.