EXHIBIT
10.1


 








 








July
14, 2020


 


TJ
Kennedy


[address]


[address]


 


Dear
TJ,


 


The
Qumu board of directors is pleased to offer you the position of President and Chief Executive Officer. Your first day of employment
is July 20, 2020. You will report to Qumu’s board of directors. You will also be appointed to the Qumu board of directors
on your first day of employment.


 


Base
Salary


 


In
this position, your annual base salary will be $375,000, to be paid per Qumu’s current payroll cycle, subject to regular
withholdings. The statement of annual salary does not imply a guarantee of employment for any specific length of time.


 


Your
employment with Qumu will be “full-time” and your sole employment. You are expected to devote substantially all of
your business time, energy, skills and best efforts to the performance of your duties. However, you may serve on civic, charitable
or other boards (provided, however, that you will consult with the chairman of the Qumu board prior to accepting a position on
the board of any publicly traded company) so long as such activities do not materially interfere with your performance of your
responsibilities as an executive officer of Qumu.


 


Target
Incentive


 


You
are eligible to participate in the Qumu annual company bonus plan, which is a cash incentive program based upon Qumu’s achievement
of specific annual performance goals as determined by the Qumu Compensation Committee. For 2020, you will be eligible for a bonus
of 100% of your base salary at the target level of achievement of the performance goals to be specified by the Compensation Committee.
Based on your start date, your bonus will be pro-rated for the 2020 calendar year.


 


The
Qumu Compensation Committee will determine Qumu’s achievement against the performance goals following the completion of
the calendar year. You must be employed as of the end of the year and as of the payment date to receive a bonus under the annual
company bonus plan unless termination of employment is due to death, disability or follows a “change in control” as
provided in the Letter Agreement (see below). Additionally, all incentive compensation is subject to “clawback” to
the extent required by federal law and Qumu’s Second Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”).


  


	Qumu
                                         Corporation

                                         510 1st Avenue N, Suite 305,

                                         Minneapolis, MN 55403,

                                         United States of America

         

        Bay
        Area, California

        1350
        Old Bayshore Hwy Ste. 470,

        Burlingame,
        CA 94010,

        United States of America

        
	London,
                                         United Kingdom

        91
        Goswell Road,

        London,
        EC1V 7EX,

        United Kingdom

        

        
	Hyderabad,
                                         India

        Phase
        2.1 TSI Business Parks,

        (Waverock
        Building), TSIIC SEZ,

        Nanakramguda,
Hyderabad 500032,

India

		 	 
	www.qumu.com	 	EOE/Minorities/Females/Veterans/Disabled


 




    	 



    	 



    

 








 


Letter
Agreement


 


As
an executive officer of Qumu, Qumu is willing to enter into an agreement with you relating to severance and change in control
benefits (the “Letter Agreement”) in its standard form, a copy of which has been provided to you. Neither this offer
letter nor the Letter Agreement is an agreement for a term of employment. Your employment is “at will” and may be
terminated by you or Qumu at any time with or without cause, subject to the benefits of the Letter Agreement. There are no express
or implied agreements to the contrary.


 


Stock
Options


 


You
will be granted a seven year non-qualified stock option for 457,692 shares of Qumu common stock. The option will have an exercise
price of the fair market value of Qumu’s common stock on the date of grant and vest in equal annual installments over a
three year period. While the option will not be granted pursuant to any shareholder-approved stock incentive plan, the option
will have terms that will mirror in all respects the options granted under the Qumu Second Amended and Restated 2007 Stock Incentive
Plan and Qumu’s standard form of non-qualified option agreement. Your stock option will be governed by a stock option agreement
that will be provided to you following the grant date. The grant date for your stock option will be your first day of employment
or the first day of the open-window period under Qumu’s insider trading policy, whichever is later.


 


Benefits


 


Qumu
offers Health, Dental, Company sponsored Life and Accidental Death and Dismemberment Insurance, Voluntary Life Insurance, as well
as Long and Short-term Disability Insurance. Additional benefits are available as outlined in the employee Handbook.


 


You
are eligible to participate in Qumu’s benefit plans as of your first date of employment.


 


401(k)
Plan


 


Qumu
offers a 401(k) plan. Employees 21 years of age or older can participate. You may begin making contributions to the 401(k) plan
the first of the month following your start date. Employees can elect to defer pretax and/or post-tax contributions from their
base compensation and are capped at the IRS annual limit.


 


You
are eligible for the company match beginning with your effective date when you elect to participate in Qumu’s 401(k) plan.
The discretionary company match is $.50 of each dollar up to 6%. Based on your deferral percentage during each pay period, the
amount of eligible company match is vested immediately and deposited into your account per the guidelines. Employee contributions
are always 100% vested.


 


	Qumu
                                         Corporation

                                         510 1st Avenue N, Suite 305,

                                         Minneapolis, MN 55403,

                                         United States of America

         

        Bay
        Area, California

        1350
        Old Bayshore Hwy Ste. 470,

        Burlingame,
        CA 94010,

        United States of America

        
	London,
                                         United Kingdom

        91
        Goswell Road,

        London,
        EC1V 7EX,

        United Kingdom

         

         
	Hyderabad,
                                         India

        Phase
        2.1 TSI Business Parks,

        (Waverock
        Building), TSIIC SEZ,

        Nanakramguda,
        Hyderabad 500032,

India

         

         

	 	 	 
	www.qumu.com	 	EOE/Minorities/Females/Veterans/Disabled


 







    	 



    	 



    

 





 


Personal
Time Off (PTO)


 


Qumu
understands that our employees are highly committed and work hard to have a positive impact on the success of the Company. Therefore,
full-time exempt salaried employees at Qumu do not accrue vacation benefits but are provided with an undefined amount of personal
time for vacations. You should confer with the chairman of the Qumu board prior to taking personal time, which is at the sole
discretion of the Qumu board as operational conditions permit.


 


Sick
Time, Holidays, Other Benefits


 


Qumu
provides full time employees with a number of sick days per year. Each full-time employee is eligible to take up to six (6) sick
days (48 hours) in a calendar year. Hours are deposited in the employee “Sick Time” account January 1 of each year.
Employees hired after February 1 are eligible to use a prorated number of sick hours. Qumu grants ten (10) paid holidays per year.
The holiday and payroll schedules will be provided at on-boarding. A detailed benefit summary will be provided to you upon enrollment.
All benefits are subject to change at any time at the discretion of Qumu. In the event of conflict between any summary prepared
by Qumu and the benefit’s Summary Plan Description, the benefit’s Summary Plan Description will control.


 


By
signing below, you confirm that you do not have any type of written or oral non-competition agreement or any other agreement that
would prevent you from accepting or performing services for Qumu. You agree that during your employment with Qumu you will not
use and/or disclose confidential information obtained from previous employers or any other third party to whom you owe a duty
of confidentiality, unless the information is publicly known or your previous employer(s) or the third party has represented to
you that you are entitled to use and/or disclose the information. If you have any type of written or oral non-competition agreement
or any other agreement that is currently in force and effect, you have provided a copy for Qumu to review. This offer of employment
is contingent upon Qumu’s determination that such other agreement(s) do not limit or prevent you accepting this offer or
from performing services for Qumu.


 


Additionally,
this offer of employment is contingent upon you: (1) signing Qumu’s standard form agreement relating to non-disclosure,
non-competition and assignment of inventions; (2) signing the Letter Agreement; and (3) providing proof of your eligibility to
work in the United States upon your start of employment in accordance with federal law.


 


We
will hold this offer open until the close of business on Tuesday, July 14, 2020. Please let us know of your decision to join Qumu
by signing this offer letter and returning it by scan directly to me by that date.


 


This
offer letter supersedes any prior representations or agreements, whether written or oral, with respect to our offer of employment
to you. This letter may not be modified or amended except by a written agreement, signed by Qumu and you.


  


	Qumu
                                         Corporation

                                         510 1st Avenue N, Suite 305,

                                         Minneapolis, MN 55403,

                                         United States of America

         

        Bay
        Area, California

        1350
        Old Bayshore Hwy Ste. 470,

        Burlingame,
        CA 94010,

        United States of America
	London,
                                         United Kingdom

        91
        Goswell Road,

        London,
        EC1V 7EX,

        United Kingdom

         

         
	Hyderabad,
                                         India

        Phase
        2.1 TSI Business Parks,

        (Waverock
        Building), TSIIC SEZ,

        Nanakramguda,
        Hyderabad 500032,

India

         

         

	 	 	 
	www.qumu.com	 	EOE/Minorities/Females/Veterans/Disabled


 







    	 



    	 



    

 





 


On
behalf of the Qumu board of directors, we are excited to have you as part of our team and look forward to your contributions to
Qumu’s future success.


 


Sincerely,


 


	/s/
    Neil Cox	 
	Neil Cox	 
	Chairman of the Board of Directors	 



 


I
accept the offer of employment with Qumu Corporation under the terms described in this letter. I sign this letter voluntarily
and not in reliance on any promises other than those contained in this letter.


 


	/s/
    TJ Kennedy	 
	Signature	 
	 	 
	July
    14, 2020	 
	Date	 


 





	Qumu
                                         Corporation

                                         510 1st Avenue N, Suite 305,

                                         Minneapolis, MN 55403,

                                         United States of America

         

        Bay
        Area, California

        1350
        Old Bayshore Hwy Ste. 470,

        Burlingame,
        CA 94010,

        United States of America

        
	London,
                                         United Kingdom

        91
        Goswell Road,

        London,
        EC1V 7EX,

        United Kingdom

         

         
	Hyderabad,
                                         India

        Phase
        2.1 TSI Business Parks,

        (Waverock
        Building), TSIIC SEZ,

        Nanakramguda,
        Hyderabad 500032,

India

         

         

	 	 	 
	www.qumu.com	 	EOE/Minorities/Females/Veterans/Disabled