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Exhibit 10.20 Digital Ally, Inc. Key Executive Retention
Agreement
This Key Executive Retention Agreement (“Agreement”) is
effective as of the latest date set forth on the signature page
below, and is between Digital Ally, Inc., a Nevada corporation
(“Employer”), and Thomas J. Heckman
(“Executive”).
RECITALS
Whereas, Employer has employed Executive as an at-will Executive at
Employer’s office located in Overland Park, Kansas prior to
the date of this Agreement; and
Whereas, Employer recognizes that various third parties from time
to time desire to alter Employer’s ownership, business
strategies, management and operations, and Employer desires to
retain Executive’s talents now and in the future without
undue distraction. Employer intends for this Agreement
to be an incentive for Executive to continue employment with
Employer.
Now, therefore, Employer and Executive agree as follows:
AGREEMENT
1. Definitions. The following capitalized terms
used herein shall have the meanings set forth below.
(a) “Cause” means (i) Executive has acted in bad
faith and to the detriment of Employer; (ii) Executive has refused
or failed to act in accordance with any specific lawful and
material direction or order of his or her supervisor; (iii)
Executive has exhibited, in regard to employment, unfitness or
unavailability for service, misconduct, dishonesty, habitual
neglect, incompetence, or has committed an act of embezzlement,
fraud or theft with respect to the property of Employer; (iv)
Executive has abused alcohol or drugs on the job or in a manner
that affects Executive’s job performance; and/or (v)
Executive has been found guilty of or has plead nolo contendere to
the commission of a crime involving dishonesty, breach of trust, or
physical or emotional harm to any person. Prior to termination for
Cause, Employer shall give Executive written notice of the reason
for such potential termination and provide Executive a thirty (30)
day period to cure such conduct or act or omission alleged to
provide grounds for such termination.
(b) “Change in Control” means (i) one
party alone, or acting with others, has acquired or gained control
over more than fifty percent (50%) of the voting shares of
Employer; or (ii) Employer merges or consolidates with
or into another entity or completes any other corporate
reorganization, if more than fifty percent (50%) of the combined
voting power of the surviving entity’s securities outstanding
immediately after such merger, consolidation or other
reorganization is owned by persons who were not shareholders of
Employer immediately prior to such merger, consolidation or other
reorganization; or (iii) a majority of Employer’s Board of
Directors is replaced and/or dismissed by the shareholders of
Employer without the recommendation of or nomination by
Employer’s current Board of Directors; or (iv)
Employer’s Chief Executive Officer (the “CEO”) is
replaced and/or dismissed by shareholders without the approval of
Employer’s Board of Directors; or (v) Employer sells,
transfers or otherwise disposes of all or substantially all of the
consolidated assets of Employer and Employer does not own stock in
the purchaser or purchasers having more than fifty percen
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