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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 8/26/2016
Industry: Retail (Catalog and Mail Order)     Sector: Services

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EXHIBIT 10.1

 

Employment Agreement between Airborne Wireless Network and Marius D. de Mos dated August 19, 2016.

 

 

 

 

 

 

 

 

 

 

 

 

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (this " Agreement ") is made and entered into as of August 19, 2016, by and between Airborne Wireless Network, a Nevada corporation (the " Company "), and Marius D. de Mos (" Employee ").

 

1. Engagement and Responsibilities

 

1.1 Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby engages and employs Employee as an officer of the Company, with the title and designation "Vice President of Technical Affairs and Development." Employee hereby accepts such engagement and employment. Employee may also have additional duties and responsibilities as determined from time to time by the Board with Employee's consent.

 

1.2 Employee's duties and responsibilities shall be those that are described more particularly on that schedule attached hereto marked as Exhibit 1.2 and the provisions of which, by this reference, are made in part of this Agreement as though specified completely and specifically herein.

 

1.3 Employee shall devote all of Employee's business time, energy and efforts to the business of the Company and use his best efforts and abilities to faithfully and diligently perform his duties, perform his responsibilities and promote the Company's business interests. During such times as Employee is employed by the Company, Employee shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, manager, lender, stockholder (except as the holder of less than 1% of the issued and outstanding stock of a publicly held corporation), officer or director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, as such business is now or hereafter conducted. Subject to the foregoing prohibition and provided such services or investments do not violate any applicable law, regulation or order, or materially interfere with the faithful and diligent performance by Employee of the services to the Company otherwise required or contemplated by this Agreement, the Company expressly agrees that Employee may:

 

 

a)

make and manage personal business investments of Employee's choice; and

 

 

 

 

b)

serve in any capacity with any non-profit civic, educational or charitable organization.

 

1.4 Covenants of Employee

 

(a) Reports . Employee shall use his best efforts and skills to truthfully, accurately, and promptly make, maintain, and preserve all records and reports that the Company may, from time to time, request or require, fully account for all funds, records, equipment, materials, or other property belonging to the Company of which he may have custody, and promptly pay and deliver the same whenever he may be directed to do so.

 

 

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(b) Expertise . Employee shall make available to the Company any and all information of which he has knowledge that is relevant to the Company's business and shall make all suggestions and recommendations that he believes will be of benefit to the Company.

 

(c) Opportunities . Employee shall make all business opportunities of which he becomes aware that are relevant to the Company's business available to the Company, and to no other Person or to himself individually.

 

(d) Compliance . Employee shall use his best efforts and skills to cause the Company to comply with all of its contractual obligations and commitments, as well as all applicable laws, rules and regulations and investor and insurer guidelines.

 

2. Definitions

 

2.1 " Board " shall mean the Board of Directors of the Company.

 

2.2 " For Cause " shall mean, in the context of a basis for termination of Employee's employment with the Company, that:

 

(a) Employee breaches any obligation, duty or agreement pursuant to this Agreement, which breach is not cured or corrected within 15 calendar days of written notice thereof from the Company, except for breaches of Section 1.3 and Article 6 of this Agreement, which cannot be cured and for which the Company need not give any opportunity to cure;

 

(b) Employee is grossly negligent in the performance of services to the Company, or commits any act of personal dishonesty, fraud, undisclosed conflict of interest, breach of fiduciary duty or trust that, in the reasonable judgment of the Board, renders Employee unsuitable for his position; or

 

(c) Employee is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; or

 

(d) Employee commits any act of personal conduct that, in the reasonable opinion of the Board, results in a material risk of liability pursuant to federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or

 

(e) Employee commits continued and repeated violations of specific written directions of the Board, which directions are consistent with this Agreement and Employee's position as an executive officer, or continued and repeated failure to perform duties assigned by or pursuant to this Agreement; provided, however, that no discharge shall be deemed for Cause pursuant to this subsection (e) unless Employee first receives written notice from the Company advising him of the specific acts or omissions alleged to constitute violations of written directions or a failure to perform his duties, and such violations or failure continue after he shall have had a reasonable opportunity to correct the acts or omissions complained of; or

 

 

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(f) Employee is found liable in any civil or criminal securities law action or enters into any cease and desist order with respect to any such action (regardless of whether or not Employee admits or denies liability) when the conduct which is the subject of such action is demonstrably injurious to the Company; or

 

(g) Employee breaches his fiduciary duties to the Company and such breach(es) may reasonably be expected to have a material adverse effect on the Company; or

 

(h) Employee (a) obstructs or impedes; (b) endeavors to influence, obstruct or impede; or (iii) fails to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an " Investigation "); or (c) removes, conceals, destroys, purposely withholds, alters or by any other means falsifies any material that is requested in connection with an Investigation; provided, however, that Employee's failure to waive attorney-client privilege relating to communications with Employee's attorney in connection with an Investigation shall not constitute "For Cause."

 

2.3 " Person " shall mean an individual or a partnership, corporation, trust, association, limited liability company, governmental authority or other entity.

 

3. Compensation and Benefits

 

3.1 Salary . Employee shall be entitled to that compensation specified more particularly in that schedule attached to this agreement marked Exhibit 3.1 and the provisions of which, by this defense, are made a part hereof as though specified completely and specifically at length herein. The base salary shall be payable in installments in the same manner and at the same times the Company pays base salaries to other senior officers of the Company, but in no event less frequently than monthly.

 

3.2 Bonus . Employee shall not be entitled to a guaranteed or performance bonus; provided, however, the Board, in its sole discretion, may from time to time award a bonus to Employee.

 

3.3 Expense Reimbursement . Employee shall be entitled to reimbursement from the Company for the reasonable costs and expenses that Employee incurs in connection with the performance of Employee's duties and obligations pursuant to this Agreement in a manner consistent with the Company's practices and policies therefor.

 

3.4 Employee Benefit Plans . Employee shall be entitled to participate in any pension, savings and group term life, medical, dental, disability and other group benefit plans which the Company makes available to its employees generally. Employee acknowledges that the Company, presently, does not have any employee benefit plans, including medical insurance, and does intend to adopt any such plans for the foreseeable future.

 

3.5 Vacation . While he is an employee of the Company, Employee shall be entitled to paid vacation that accrues at a rate of 1.66 days for each month worked (20 days per employment year). Employee shall have the right to carryover unused vacation from one employment year to the next, to the extent permitted by the Company's policy from time to time in effect, up to a maximum of 10 carryover days per employment year.

 

 

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3.6 Withholding . The Company may deduct from any compensation payable to Employee (including payments made in connection with or following termination of employment) amounts sufficient to pay Employee's share of applicable federal, state and/or local income tax withholding, old-age and survivors' and other social security payments, state disability and other insurance premiums and payments.

 

4. Term of Employment

 

Employee's employment pursuant to this Agreement shall commence on September 1, 2016, and shall terminate on the earliest to occur of the following:

 

(a) The death of Employee;

 

(b) Upon delivery to Employee of written notice of termination by the Company, if Employee shall suffer a physical or mental disability which renders Employee, in the reasonable judgment of the Board, unable to perform his duties and obligations pursuant to this Agreement for either 60 consecutive days or 120 days in any 12-month period;

 

(c) Upon 30 days' prior written notice from Employee to the Company;

 

(d) Upon delivery to Employee of written notice of termination by the Company (i) For Cause, or (ii) without cause following receipt of written notice of termination from Employee pursuant to Article 4 (c) of this Agreement; or

 

(e) Upon delivery to Employee of written notice of termination by the Company without Cause.

 

5. Termination of Employment

 

5.1 Upon termination of Employee's employment for any reason (a) Employee shall be entitled to his base salary accrued through the date of termination; (b) Employee shall be entitled to any bonus that has been approved by the Board and remains unpaid; (c) Employee shall be entitled to reimbursement of expenses incurred prior to termination that are payable in accordance with Section 3.3 of this Agreement; (d) Employee shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company; and (e) Employee shall be entitled to that compensation which is equal in amount to the annual base salary of Employee during the employment year of termination plus the amount of all unused vacation, which compensation shall be paid in equal installments during the 12 months immediately following the date of termination; provided, however, in the event Employee is terminated For Cause, subject to applicable law, the Company shall be entitled to offset against any payments due and payable to Employee as such termination amount any loss or damage which shall be incurred by the Company as result of the acts or omissions of Employee resulting in termination For Cause.

 

 

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5.2 Employee acknowledges that the Company has the right to terminate Employee's employment without Cause.

 

5.3 Employee agrees that in the event of termination of his employment for any reason, Employee shall not be entitled to any severance or other compensation or benefits from the Company, other than as specified above. Without limitation on the generality of the foregoing, this section supersedes any plan or policy of the Company that provides for severance to its officers or employees, and Employee shall not be entitled to any benefits pursuant to any such plan or policy.

 

5.4 Notwithstanding the termination of Employee's employment, Employee shall be entitled to all rights of indemnification from the Company pursuant to the Articles of Incorporation and Bylaws of the Company.

 

5.5 Notwithstanding the timing of payments set forth in this Agreement, if the Company determines that Employee is a "specified employee" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and that, as a result of such status, any portion of the payment pursuant to this Agreement would be subject to additional taxation, the Company will delay paying any portion of such payment until the earliest permissible date on which payments may be made without triggering such additional taxation (with such delay not to exceed six months), with the first such payment to include the amounts that would have been paid earlier but for such delay.

 

6. Covenant Not To Solicit

 

Commencing on the date Employee's employment with the Company terminates and continuing through the second anniversary of such date, Employee will not, directly or indirectly, either alone or by action in concert with others; (a) induce or attempt to influence any employee of the Company to engage in any activity in which Employee is prohibited from engaging pursuant to Section 1.3 of this Agreement or terminate his or her employment with the Company; (b) employ or offer employment to any person who was employed by the Company on the date of termination of Employee's employment with the Company; or (c) induce or attempt to induce any customer, supplier, licensee or other business relationship of the Company to cease or reduce its business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and of the Company.

 

7. Specific Performance . Employee acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Section 1.2 or Article 6 of this Agreement would be inadequate and, in recognition of this fact, and notwithstanding Article 10 of this Agreement, Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief from a court or arbitrator in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

 

 

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8. Employee's Cooperation . During such time as Employee is employed by the Company, and at all times thereafter, Employee shall cooperate, at the Company's cost and expense (which shall consist solely of travel, lodging, meals and a reasonable per diem for lost time, if Employee is not an employee of the Company), with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including Employee being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company's request to provide testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Employee's possession, all at times and on schedules that are reasonably consistent with Employee's other permitted activities and commitments).

 

9. Miscellaneous

 

9.1 Notices. All notices, requests, demands and other communications (collectively, "Notices") given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email or by United States first class, registered or certified mail, postage prepaid, addressed (i) if to the Company, at the address set forth on the signature page of this Agreement to the attention of the Board or, if the Company has a President who is not Employee, to the President or another designee identified on that signature page (or if by email, to the latest email address the sender has for the recipient or, if the recipient is an entity, for the officer or other person designated to receive notices); and (ii) if the Employee, to the last known address or email address for Employee on the books and records of the Company. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third business day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this section.

 

9.2 Entire Agreement . This Agreement and the exhibits to this Agreement specifiy the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby


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