EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 1, 2012 (the
"Effective Date"), by and between Forward Industries, Inc.,
having its
principal place of business at 3110 Main Street, Suite 400, Santa Monica,
California 90405 (the "Company") and Brett Johnson ("Executive", and the Company
and the Executive collectively referred to herein as the "Parties").
W I T N E S S E T H:
WHEREAS, Executive has served as a Chief Executive Officer to the Company; and
WHEREAS, the Company desires, from and after the Effective Date, to continue
Executive's employment with the Company as Co-Chief Executive Officer ("Co-CEO")
of the Company, and the Parties desire to enter into this Agreement embodying
the terms of such employment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
promises of the Parties contained herein, the Parties, intending to be legally
bound, hereby agree as follows:
1.
TITLE AND JOB DUTIES.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
AND SUBJECT TO EXHIBIT A HERETO, THE COMPANY AGREES TO EMPLOY EXECUTIVE AS
CO-CEO OF THE COMPANY.
IN THIS CAPACITY, EXECUTIVE SHALL HAVE THE DUTIES,
AUTHORITIES AND RESPONSIBILITIES COMMENSURATE WITH THOSE OF PERSONS IN SIMILAR
CAPACITIES IN SIMILARLY SIZED COMPANIES, AND SUCH OTHER DUTIES, AUTHORITIES AND
RESPONSIBILITIES AS THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") SHALL
DESIGNATE FROM TIME TO TIME THAT ARE NOT INCONSISTENT WITH THE EXECUTIVE'S
POSITION.
EXECUTIVE SHALL REPORT TO ROBERT GARRETT, JR., EXECUTIVE'S CO-CEO
("GARRETT"), OR SUCH OTHER PERSON DESIGNATED BY THE BOARD.
(B)
EXECUTIVE ACCEPTS SUCH EMPLOYMENT AND AGREES, DURING THE TERM OF HIS
EMPLOYMENT, TO DEVOTE HIS FULL BUSINESS AND PROFESSIONAL TIME AND ENERGY TO THE
COMPANY.
EXECUTIVE AGREES TO CARRY OUT AND ABIDE BY ALL LAWFUL DIRECTIONS OF
GARRETT OR THE BOARD THAT ARE CONSISTENT WITH HIS POSITION AS CO-CEO.
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXECUTIVE SHALL
NOT, WITHOUT THE WRITTEN APPROVAL OF THE BOARD, RENDER SERVICES OF A BUSINESS OR
COMMERCIAL NATURE ON HIS OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON, FIRM, OR
CORPORATION, WHETHER FOR COMPENSATION OR OTHERWISE, DURING HIS EMPLOYMENT
HEREUNDER, PROVIDED THAT THE FOREGOING SHALL NOT PREVENT THE EXECUTIVE FROM (I)
SERVING ON THE BOARDS OF DIRECTORS OF NON-PROFIT AND/OR PROFIT ORGANIZATIONS
WITH THE PRIOR WRITTEN APPROVAL OF THE BOARD, (II) PARTICIPATING IN CHARITABLE,
CIVIC, EDUCATIONAL, PROFESSIONAL, COMMUNITY OR INDUSTRY AFFAIRS, AND (III)
MANAGING EXECUTIVE'S PASSIVE PERSONAL INVESTMENTS SO LONG AS SUCH ACTIVITIES IN
THE AGGREGATE DO NOT MATERIALLY INTERFERE OR CONFLICT WITH EXECUTIVE'S DUTIES
HEREUNDER OR CREATE A POTENTIAL BUSINESS OR FIDUCIARY CONFLICT.
ATTACHED AS
EXHIBIT E HERETO IS A LIST OF THE COMPANIES THE BOARD APPROVES OF THE EXECUTIVE
BEING AN INVESTOR AND/OR BOARD MEMBER.
(D)
EXECUTIVE MAY OWN PASSIVE INVESTMENTS IN COMPETING BUSINESSES,
DEFINED BELOW, (INCLUDING, BUT NOT LIMITED TO, INDIRECT INVESTMENTS THROUGH
MUTUAL FUNDS), PROVIDED THE SECURITIES OF THE COMPETING BUSINESS ARE PUBLICLY
TRADED AND EXECUTIVE DOES NOT OWN OR CONTROL MORE THAN ONE PERCENT (1%) OF THE
OUTSTANDING VOTING RIGHTS