Exhibit 10.1


 





  


February 7, 2022


 


Barrett Mooney


1854 E. Lake Dr.


Centennial, CO 80121


barrett.mooney@gmail.com


 


Re:
Offer of Employment


 


Dear
Dr. Mooney,


 





AgEagle Aerial Systems,
Inc., a Nevada corporation (the “Company”) is pleased
to offer you a position as Chief Executive Officer (CEO) of the Company, pursuant to the following
terms and conditions of employment. Further, the Company asks for you to retain your position
as Chairman of the Board and as a director of the Company’s Board of Directors (the
“Board”).


 


You shall commence employment as of
January 19, 2022 (your “Commencement Date”). You shall be based out of your
home office in Centennial, CO and will report to the Board.


 


As
a condition of your employment,
and in consideration of your employment
and the payments
and benefits provided herein, you are required to sign
and return to the Company the enclosed Employee
Confidentiality and Proprietary Rights Agreement (the “Confidentiality Agreement”).
During your employment with
the Company, you are required to devote
your full business time and best efforts to your duties,
and you may not, except with prior written permission from the Company, be employed
or engaged in any capacity with any business other
than the Company, provided, however, this limitation
shall not be construed as preventing you from serving
on the board of directors of any corporation that
is not a Restricted Business (provided that you have informed the Board
of your intention to so serve and that neither
the Board nor the Chairman of the Company
has objected thereto within twenty (20) days of its
receipt of your notice). You acknowledge and agree that, as an employee of the
Company, you will comply with all laws and regulations,
as well as Company rules, policies and procedures as may be
in effect from
time to time.


 


Your
base salary shall be $380,000 per year, paid
in accordance with the Company’s standard payroll procedures.
You shall be eligible for an annual cash
bonus of up to 35% of your then-current base salary
and Restricted Stock Units (RSUs)
equal to $350,000, as determined by the
Board in its good faith discretion, based on
your and the Company’s
satisfaction of a combination of personal and
Company goals. Such grant of RSUs
shall be subject to the terms of an
RSU grant agreement and, at the Company’s election, either subject to, or not
subject to, the Company’s 2017 Omnibus Equity
Incentive Plan (the “Equity
Plan”). Such goals for
a given calendar year will be established by
the Board, in consultation with you. This bonus
is subject to your continued employment with
the Company through the end of the
calendar year for which the bonus is being paid.
Any cash bonus for an applicable calendar year shall be paid
no later than the end of the first
quarter of the following calendar year. Lastly, the Board
shall review your performance annually, and the Board,
in its sole discretion, may revise your compensation
package.


 


Additionally,
you shall be awarded 25,000 shares of Nonqualified
Stock Options quarterly. The options will be subject
to the terms of the Equity Plan, and the vesting requirements,
the term of the option and exercisability at an exercise
price equal to the fair market value of the option shares
as of the date of grant will be outlined upon
issuance.


 


All
option awards provided for hereunder shall be
subject to your continued employment with the
Company through the applicable vesting date or event,
as well as your execution of and continued compliance
with the Confidentiality Agreement and applicable option award agreements under the terms
of the Equity Plan.


 





 






    


     


    

 


Additionally,
the Company shall withhold from any
payments made to you (including,
without limitation, those specified in this offer letter) all
federal, state, local or other taxes and withholdings as shall be required
pursuant to any law
or governmental regulation or
ruling.


 


As
soon as practicable following your execution of this letter and commencement of employment
with the Company it is agreed that, will result
in the execution of formal executive agreements wherein
terms and conditions of employment will be addressed
in detail, which will include, but not be limited
to, the following: (i) compensation (base salary,
bonus and equity), (ii) benefits (health, and
life Insurance, and Vacation), (iii) termination
of employment (including successor transition), and (iv) restrictions
(confidentiality, non-compete clauses, breach and legal remedies).


 


During
your employment, you will
receive vacation, sick
and personal days in accordance
with the current
PTO policy. As an executive, the Company
covers the monthly expense associated with premiums for health
benefits offered by the Company for you and
your dependents. In the event the Board determines
in its discretion that you must relocate your
principal place of performance of your duties,
the Company shall pay directly and/or reimburse you for expenses,
that you incur in connection with such relocation,
following your presentment to the Company of invoices
or other acceptable documentation substantiating such expense in accordance
with the Company’s expense reimbursement policy. Any benefits to which
you are entitled shall be determined in accordance
with such plans and programs and Company policy. The Company reserves the right to
suspend, amend or terminate any employee benefit plan
or program at any time.


 


In the event
of termination without Cause (as defined in the Stock
Purchase Agreement) or for “Good Reason” (as defined
below), the Company will provide you with Severance Benefits (defined below), conditioned
on (i) your continued compliance in all material
respects with your continuing obligations to the Company,
including, without limitation, the terms of this Agreement
and of the Confidentiality Agreement that survive termination of your
employment with the Company, and (ii) your signing
(without revoking if such right is provided
under applicable law) a separation agreement and general release in a form provided
to you by the Company on or about
the date of your termination of employment
(the “Separation Agreement”). The “Severance Benefits” shall consist of (i) 6 months
of your base salary, paid in the form of salary continuation,
in accordance with the terms of the Separation
Agreement; (ii) reimbursement of your COBRA
health insurance premiums at the same rate as if you were
an active employee of the Company (conditioned on your having elected COBRA continuation
coverage) for a period of 6 months or,
if earlier, until you are eligible for group
health insurance benefits from another employer; and (iii) a grant of fully-vested
restricted shares of common stock of the Company
with a fair market value of $190,000 on
the date of your termination of employment,
pursuant to the terms of, and effective on
the effective date of, the Separation Agreement.


 


As
used herein, “Good Reason” means (i) a material diminution in your
duties, responsibilities, and authority, associated with your position as CEO of the
Company, (ii) a reduction in your compensation
or benefits hereunder, or (iii) requiring you relocate
your principal place of performance of your
duties. Notwithstanding the above, no termination
of employment shall constitute a termination
for Good Reason unless you provide notice of the condition
constituting Good Reason no later than thirty (30) days
after initially becoming aware of the existence of the condition,
and the Company fails to cure such condition within thirty (30) days
after receiving such notice.


 


This offer
is not a guarantee of employment for a specific
period of time. Your employment with the Company, should you accept this offer,
will be “at-will,” which means that you or the Company
may terminate your employment for any
or no reason, at any time in accordance with
the terms of this offer letter. In the event
you elect to resign your employment with the
Company, you agree to provide the Company with
90 days’ written notice of your termination
of employment. During this notice period, the Company may ask you to perform
specific duties or no duties at all and may ask you not to attend
work during all or any part of your
notice period. During your notice period, you will continue to receive
the salary and benefits that you had been receiving immediately prior to
such period, subject to any changes generally made for other
employees of the Company. Further, upon termination of your employment
for any reason, you agree to cooperate with
the Company with respect to those business-related
matters of which you have knowledge and to assist
with the orderly return of Company property
and transition of your work to others, as directed
by the Company.


 






    


     


    

 


In addition, departure from the role of CEO,
for any reason, will concurrently end your participation on the AgEagle Board of Directors. The Board, in its sole discretion, may invite
you to rejoin the Board.


 


You
should be aware that Company employees
are not permitted to make any unauthorized
use of documents or other information, which
could reasonably be considered or construed
to be confidential or proprietary information
of another individual or company. Likewise, Company
employees may not bring with them onto the premises
of the Company or place on Company
devices or within the Company’s information
systems any confidential documents or other forms of tangible information relating to their
prior employer’s business. Further, you represent to the Company
that you are not subject to any contract
or other restriction or obligation that is inconsistent
with your accepting this offer of employment
and performing your duties.


 


This offer
of employment and continued employment is conditioned
on your establishing your identity and authorization to work
as required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is
a copy of the Employment Verification Form (I-9),
with instructions required by IRCA. Please review this document
and bring the appropriate original documentation on your first day of work.
This offer is also contingent upon your satisfactory
completion (at the Company’s sole discretion) of reference,
drug and background checks. This is a standard procedure
required for all new hires. Please see the attached
consent and waiver form for this procedure.


 


This offer
letter, as well as all matters concerning, arising out of or relating to your employment
shall be governed by and construed under the laws
of the State of Colorado, without regard to its conflict-of-law
principles. Further, any dispute concerning or arising out of this
offer letter or otherwise out of your employment
with the Company shall be heard exclusively
pursuant to the dispute resolution provisions set forth in the
Confidentiality Agreement.


 


By
signing this letter, you acknowledge that (1) you
have not relied upon any representations other than those set forth in this offer
letter, the Stock Purchase Agreement or the Confidentiality
Agreement; (2) the terms of this offer and
the Confidentiality Agreement constitute the entire
understanding and contain a complete statement of all
the agreements between you and the Company
concerning your employment with the Company; (3) this
offer letter and the Confidentiality Agreement supersede all prior and
contemporaneous oral or written agreements, understandings or communications
between you and the Company concerning your employment with the Company; and (4) any
subsequent agreement or representation between you and the Company
shall not be binding on the Company unless contained
in a writing signed by you and an authorized representative
of the Company.


 


If you
have any questions or issues that may arise after reviewing this offer letter, please
do not hesitate to contact me. We look forward
to welcoming you to AgEagle Aerial Systems Inc.


 


Sincerely,


 


	 	 
	Grant Begley	 



 


“Agreed and Acknowledged”
(please sign, date, and retain a copy
for your records)


  


	 	 
	Barrett Mooney, Ph.D.	 
	 	 
	Date: 4/13/2022