 

Exhibit 10.1  

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AgEagle Aerial Systems, Inc.

117 S 4th St Neodesha, KS 66757

 



July 09, 2018

 

Barrett Mooney

1854 E Lake Dr.

Littleton, CO 80121

  

Re: Offer of Employment

Dear Barrett,

AgEagle Aerial Systems, Inc., a Nevada corporation (the “Company”) is pleased to
offer you a position as Chief Executive Officer with our Company pursuant to the
following terms and conditions of employment. You shall commence employment as
of July 18th, 2018 (your “Commencement Date”). You shall be based out of your
home office until the acquisition of Agribotix, at which time you will be based
out of our Boulder, Colorado office and will report to the Board of Directors of
the Company (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 personally employed or engaged in any
capacity with any business other than the Company. 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 $220,000 per year, paid in accordance with the
Company’s standard payroll procedures. Your performance shall be reviewed
annually by the Compensation Committee of the Board and your base salary may be
revised by the Board, in its sole discretion. 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.

 

 

 

 

During your employment, you will receive vacation, sick and personal days in
accordance with then current Company policy. Effective July 1, 2019, you will be
eligible to participate in the Company’s employee benefit plans and programs
generally available to Company employees. 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. 

 

As soon as practicable following your execution of this letter and commencement
of employment with the Company, you shall be awarded 75,000 shares of restricted
common stock of the Company which shall be fully vested as of the Effective Date
of your commencement of employment, subject to your arrangement for satisfaction
of applicable federal, state, local or other taxes and withholdings
requirements.

 

You will also be eligible to receive a one-time award of 75,000 shares of
restricted common stock of the Company which shall be fully vested as of January
1, 2019 if, and only if, the stock price of the Company reaches $3.55 per share
and the closing price per share is at or above such price at the end of the day
on January 1, 2019, subject to your arrangement for satisfaction of applicable
federal, state, local or other taxes and withholdings requirements.

 

In addition, you shall be eligible to receive a one-time award of 20,000
Nonqualified Stock Options under the Company’s 2017 Omnibus Equity Incentive
Plan (the “Equity Plan”) upon securing one sustainability pilot program on or
before October 31, 2018 (the “First Performance Option”). The First Performance
Option shall be subject to the terms of the Equity Plan and standard option
award agreement which shall have a term of 10 years and shall provide for
immediate vesting and exercisability at an exercise price equal to the fair
market value of the option shares as of the date of grant. A pilot program will
be defined as an agreement with a nationally recognized food brand and it will
have the potential to turn into a multi-year program with dramatically increased
revenue opportunity. The pilot program will have revenues of at least $100,000
with minimum gross profit of break even.

 

You shall be eligible to receive a second one-time award of 30,000 Nonqualified
Stock Options under the Equity Plan upon securing a second sustainability pilot
program on or before January 31, 2019 (the “Second Performance Option”). The
Second Performance Option shall be subject to the terms of the Equity Plan and
standard option award agreement which shall have a term of 10 years and provide
for immediate vesting and exercisability at an exercise price equal to the fair
market value of the option shares as of the date of such second option grant.
For avoidance of doubt, if you do not achieve the first sustainability pilot
program until after October 31, 2018 but do achieve both a first and second
pilot program prior to January 31, 2019, you shall not be eligible for the First
Performance Option but shall receive the Second Performance Option upon securing
a second sustainability pilot program prior to January 31, 2019. The pilot
program will have revenues of at least $100,000 with minimum gross profit of
break even.



 

In connection with your performance review in the first quarter of 2019, you
shall be eligible to receive an additional award of up to 55,000 Nonqualified
Stock Options based on a positive annual review with the Board, subject to such
terms and conditions as the Board shall specify in the applicable option award
agreement.

 

 

 

 



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.

 

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 the event you elect to resign your employment with the
Company, you agree to provide the Company with 30 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 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 those
business-related matters of which you have knowledge and to assist with the
orderly return of Company property and transfer of your work to others, as
directed by the Company.

 

 You should be aware that the Company employees are not permitted to make any
unauthorized use of documents or other information in their employment with the
Company which could properly be considered or construed to be confidential or
proprietary information of another individual or company. Likewise, the Company
employees may not bring with them onto the premises of the Company any
confidential documents or other form 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 in an appropriate
state or federal court in Colorado and you hereby consent, and waive any
objection, to the jurisdiction of any such court. You and the Company each
hereby irrevocably waive the right to trial by jury in any action or proceeding
based upon, arising out of, or in any way relating to this offer letter and all
matters concerning your employment with the Company (or the termination
thereof).

 

 

 

 

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

 

Barrett, we are very excited about the prospect of you joining the Company, and
expect that your employment here will be a mutually rewarding experience.

 

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

 

Sincerely,



[img_002.jpg]    Bret Chilcot  



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



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Date: July 13, 2018  



 


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