Exhibit
10.21
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 Michael
Caulfield (“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 percent (50%) of
the voting power of the entity owning all or subs
