eXHIBIT 10.1
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on March 29, 2023, by and between Dominari Holdings,
Inc., a Delaware corporation with offices at 725 5th Avenue, New York, NY 10022 (the “Corporation”), and
George M. Way, an individual residing 156 Firethorne Trail, Basking Ridge, NJ 07920-3176 (the “Executive”), under
the following circumstances:
RECITALS:
A. The
Corporation desires to secure the services of the Executive upon the terms and conditions hereinafter set forth;
B. The
Executive desires to render services to the Corporation upon the terms and conditions hereinafter set forth; and
C. The
Corporation and the Executive desire for this Agreement to constitute and embody their full and complete understanding and agreement
with respect to the Executive’s employment by the Corporation and supersede, as of the date hereof, all prior understandings and
agreements, whether oral or written, between them with respect to such employment.
NOW,
THEREFORE, the parties mutually agree as follows:
1. Employment.
The Corporation hereby employs the Executive, and the Executive hereby accepts employment as an executive of the Corporation, subject
to the terms and conditions set forth in this Agreement.
2.
Duties and Place of Employment. The Executive shall serve as the Chief Financial Officer of the Corporation, with such duties,
responsibilities, and authority as are commensurate and consistent with his position, and such other duties, responsibilities and authority
as may be, from time to time, reasonably assigned to him by the Chief Executive Officer of the Corporation (the “CEO”)
or the Board of Directors of the Corporation (the “Board”). The Executive shall report directly to the CEO and the
Board. During the Term (as defined in Section 3), the Executive shall devote his full business time and efforts to the performance of
his duties hereunder unless otherwise authorized by the CEO or the Board. Notwithstanding the foregoing, the expenditure of reasonable
amounts of time by the Executive for the making of passive personal investments (including, without limitations equity interests in Steward
Partners Holdings, LLC), the conduct of private business affairs, and charitable and professional activities shall be allowed, provided
such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate
the confidentiality provisions set forth in Section 8 below. The Executive shall perform his services for the Corporation at the
Corporation’s offices at 725 5th Avenue, New York, NY 10022, or such other location as mutually agreed to by the parties.
3. Term
of Employment. The term of this Agreement shall commence on April 3, 2023 (the “Effective Date”) and shall be for three
(3) years (the “Initial Term”) and automatically be extended for additional terms of one (1) year each (each a “Renewal
Term”) unless either party gives prior written notice of non-renewal to the other party no later than three (3) months prior
to the expiration of the Initial Term (“Non-Renewal Notice”), or the then current Renewal Term, as the case may be.
For purposes of this Agreement, the Initial Term and any Renewal Term, as the same may be earlier terminated in accordance with Section
5, are hereinafter collectively referred to as the “Term.”
4. Compensation
of Executive.
(a) The
Corporation shall pay the Executive as compensation for his services hereunder, in equal installments during the Term in accordance with
the Corporation’s payroll practices the sum of $350,000 per annum (the “Base Salary”), less such deductions
as shall be required to be withheld by applicable law and regulations. The Board, or the Compensation Committee of the Board (the “Compensation
Committee”), shall review the Base Salary annually and shall have the right but not the obligation to increase the Base Salary
as it deems appropriate in its discretion.
(b) This
section intentionally left blank.
(c) In
addition to the Base Salary, the Executive shall be entitled to receive an annual bonus from the Corporation (“Annual Bonus”)
in an amount determined by the Board in its sole discretion, with a target amount equal to 100% of the Base Salary for the applicable
year if the performance target established by the Board is achieved; provided, that for 2023, the Executive shall be paid an Annual Bonus
of no less than $50,000. Annual Bonuses shall be paid by the Corporation to the Executive after the applicable year end, but not later
than March 15 following such year end, in cash or in shares of the Corporation’s common stock at the Corporation’s discretion,
it being understood that the Board’s determinations concerning attainment of any financial targets associated with any Annual Bonus
calculation shall not be made until following the completion of the Corporation’s annual audit and public announcement of such
results and shall be paid promptly following the Corporation’s announcement of earnings, but in no event later than December 31
of the year following the year for which the Annual Bonus is being paid (and if the Executive was employed on April 15th of
the year following the year to which such Annual Bonus relates, then the Executive shall be entitled to the Annual Bonus for such year,
even if he is not employed by the Corporation on the date on which such Annual Bonus is paid).
(d)
The Board shall approve a restricted stock grant to the Executive (the “Restricted Stock Grant”) under and subject
to the terms of the Corporation’s 2022 Equity Incentive Plan with respect to shares representing at least 2% of the Corporation’s
outstanding common stock as of the Effective Date. The Restricted Stock Grant shall be completed within twenty (20) days of the Effective
Date (the “Grant Date”) and shall vest on a pro rata basis on each of the three (3) annual anniversaries of the Grant
Date. Notwithstanding the foregoing, the Restricted Stock Grant shall immediately vest in full if during the Term there is (i) a Change
in Control Transaction, (ii) a termination of the Executive’s services hereunder by the Corporation other than for “Cause”
(as hereinafter defined), (iii) a termination by the Executive for Good Reason (as hereinafter defined), or (iv) as a result of the Executive’s
death or Total Disability (as hereinafter defined).
(e) If
the Corporation engages in an unbrokered (e.g., “friends and family”) offering of its securities, the Executive shall be
entitled to participate in such offering in such manner as the Compensation Committee, in its discretion, shall decide.
(f) The
Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive
in the course of his employment, consistent with the Corporation’s written policy for reimbursement of expenses applicable to similarly
situated employees of the Corporation. In addition, the Corporation will (i) reimburse the Executive for his attorney’s fees incurred
in connection with the preparation and negotiation of this Agreement up to a maximum of $5,000 and (ii) provide the Executive a cell
phone for his dedicated business usage during the Term.
(g) The
Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit
plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its employees generally, including
group family health insurance coverage, which shall be paid by the Corporation (the “Benefit Plans”).
(h) The
Corporation shall maintain directors’ and officers’ insurance during the Term and for a period of at least six (6) years
thereafter.
5. Termination.
(a) This
Agreement and the Term shall terminate upon the first to occur of the following events:
(i) the
Executive’s death:
(ii) the
Executive’s Total Disability;
(iii) the
expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely Non-Renewal Notice
in accordance with Section 3;
(iv) at
the Executive’s option, upon ninety (90) days prior written notice to the Corporation, without Good Reason;
(v) at
the Executive’s option, for Good Reason, as defined in Section 5(e)
(vi) at
the Corporation’s option, for Cause, as defined in Section 5(e); and
(vii) at
the Corporation’s option, upon ninety (90) days prior written notice to the Executive, without Cause.
(b) For
purposes of this Agreement, the Executive shall be deemed to be suffering from a “Total Disability” if the Executive
has failed to perform his regular and customary duties to the Corporation for a period of 180 days out of any 360-day period and if before
the Executive has become “Rehabilitated” (as herein defined) a majority of the members of the Board, exclusive of the Executive,
determine that the Executive is mentally or physically incapable or unable to continue to perform such regular and customary duties of
employment. As used herein, the term “Rehabilitated” shall mean such time as the Executive is willing, able, and commences
to devote his time and energies to the affairs of the Corporation to the extent and in the manner that he did so prior to his Total Disability.
(c) For
purposes of this Agreement, the term “Change in Control Transaction” means the sale of the Corporation to an un-affiliated
person or entity or group of un-affiliated persons or entities pursuant to which such party or parties acquire (i) shares of capital
stock of the Corporation representing at least fifty percent (50%) of outstanding capital stock or sufficient to elect a majority of
the Board or of the board of directors of the Corporation (whether by merger, consolidation, sale, or transfer of shares (other than
a merger where the Corporation is the surviving corporation and the shareholders and directors of the Corporation prior to the merger
constitute a majority of the shareholders and directors, respectively, of the surviving corporation (or its parent)) or (ii) all or substantially
all of the Corporation’s assets determined on a consolidated basis.
(d) For
purposes of this Agreement, the term “Cause” shall mean (i) any material breach of this Agreement by Executive or
material, gross, and willful misconduct on the part of the Executive in connection with his employment duties hereunder, in all cases
that is not cured within fourteen (14) days after receipt of notice thereof (to the extent such breach is capable of being cured), (ii)
the Executive’’s conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or any crime
involving fraud, larceny, or embezzlement resulting in material harm to the Corporation by the Executive, or (iii) the failure by the
Executive to take and pass the FINRA Series 24 and 27 examinations within 365 days of the Effective Date and furnish acceptable proof
of his having obtained such licenses.
(e) For
purposes of this Agreement, the term “Good Reason” shall mean that the Executive has resigned due to: (i) a material
diminution of duties inconsistent with Executive’s title, authority, duties, and responsibilities (including, without limitation,
a change in the chain of reporting) prior to such diminution; or (ii) any material violation by the Corporation of its obligations (including,
without limitation, its compensation obligations) under this Agreement; provided that the Executive has given written notice to the Corporation
within ninety (90) days of Executive’s knowledge of the initial occurrence of such event, and the Corporation has failed to cure
such acts within thirty (30) days of receipt of such notice, if curable, and the Executive must then terminate his employment within
thirty (30) days following the expiration of such cure period for the termination to be on account of Good Reason.
6. Effects
of Termination.
Upon
termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid (i) accrued but unpaid
Base Salary and vacation pay through the date of termination; (ii) if the date of such termination is on or after April 15th,
the full Annual Bonus earned but not yet paid for the year immediately preceding the year of termination; (iii) any other benefits vested
or accrued to him under any Benefit Plans outstanding at the date of termination; (iv) the reimbursement of documented, unreimbursed
expenses incurred on or prior to such termination date; and (v) all statutory entitlements as may be required to be paid or provided
under applicable law, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base
Benefits”), and the Executive shall have any conversion rights available under the Benefit Plans and as otherwise provided
by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”).
The
following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant
to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon
termination of the Executive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the Base Benefits, which will not
be conditioned on a Release (as defined below), upon the execution by the Executive (or his estate or beneficiaries, as applicable) of
a general release of claims in such form acceptable to the Corporation (a “Release”), the Executive or his estate
or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) six (6) months of Base Salary at the then
current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if
the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of six (6) months following
the Executive’s termination he will be obligated to pay only the portion of the full COBRA cost of the coverage equal to an active
employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination
rules, the Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income
to the Executive; (iii) the Annual Bonus for the year of termination, which shall be deemed to equal (x) 50% of the Base Salary multiplied
by (y) a fraction, the numerator of which is equal to the number of calendar days from the beginning of such year through the termination
date, and the denominator of which is equal to 365, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days
of the date of termination; (iv) if the date of such termination is prior to April 15th, any Annual Bonus earned but not yet
paid for the year immediately preceding the year of termination, payable in a lump sum, less withholding of applicable taxes, within
thirty (30) days of the date of termination; and (v) any other payments earned in connection with any bonus plan to which the Executive
was a participant as of the date of death or Total Disability. This Section 6(a) shall not terminate or otherwise interfere with any
right to disability payments.
(b) Upon
termination of the Executive’s employment pursuant to Section 5(a)(iii), where the Corporation tenders a Non-Renewal Notice to
the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive’’’s employment was
terminated without Cause pursuant to Section 5(a)(vii); provided, however, if such Non-Renewal Notice was triggered due
to the Corporation’s statement that the Executive’s employment was terminated for Cause pursuant to Section 5(a)(vi), then
payment of the severance benefits under this sentence will be contingent upon a determination as to whether termination was properly
for Cause.
(c) Upon
termination of the Executive’s employment pursuant to Section 5(a)(v) or 5(a)(vii), in addition to the Base Benefits, which will
not be conditioned on a Release, upon the execution by the Executive of a Release, the Executive shall be entitled to the following severance
benefits: (i) six (6) months Base Salary at the then current rate, to be paid in a single lump sum payment not later than thirty (30)
days following such termination, less withholding of all applicable taxes; (ii) if the Executive elects continuation coverage for group
health coverage pursuant to COBRA, then for a period of six (6) months following the Executive’s termination he will be obligated
to pay only the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums (if any) for coverage
for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Employer-Provided COBRA Premium
shall be treated as taxable income to the Executive; (iii) the Annual Bonus for the year of termination, which shall be deemed to equal
(x) 50% of the Base Salary multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days from the
beginning of such year through the termination date, and the denominator of which is equal to 365, payable in a lump sum, less withholding
of applicable taxes, within thirty (30) days of the date of termination; (iv) if the date of such termination is prior to April 15th,
any Annual Bonus earned but not yet paid for the year immediately preceding the year of termination, payable in a lump sum, less withholding
of applicable taxes, within thirty (30) days of the date of termination; and (v) any other payments earned in connection with any bonus
plan to which the Executive was a participant as of the date of the Executive’s termination of employment. In addition, any equity
grants to Executive shall be immediately vested upon termination of Executive’s employment pursuant to Section 5(a)(v) or 5(a)(vii).
(d) Upon
termination of the Executive’s employment pursuant to Section 5(a)(iii), where the Executive tenders a Non-Renewal Notice to the
Corporation, or Section 5(a)(iv), in addition to the Base Benefits, which will not be conditioned on a Release, upon the execution by
the Executive of a Release, the Executive shall be entitled to COBRA benefits as follows: if the Executive elects continuation coverage
for group health coverage pursuant to COBRA, then, for a period of one (1) month following the Executive’s termination, he will
be obligated to pay only the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums (if any)
for coverage for one month of the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Employer-Provided
COBRA Premium shall be treated as taxable income to the Executive.
(e) Upon
termination of the Executive’s employment pursuant to Section 5(a)(vi), the Executive shall only be entitled to the Base Benefits.
(f) Any
payments required to be made hereunder by the Corporation to the Executive shall continue to the Executive’s beneficiaries in the
event of his death until paid in full.
7. Vacations.
The Executive shall be entitled to three (3) weeks of paid vacation per year. The Executive shall take his vacation at such time or times
as the Executive and the CEO shall determine is mutually convenient. Any vacation not taken in one (1) year shall accrue, up to a maximum
of six (6) weeks of vacation and shall carry over to the subsequent year.
8. Disclosure
of Confidential Information. The Executive recognizes, acknowledges and agrees that he will have access to secret and confidential
information regarding the Corporation and-its affiliates, including but not limited to, its products, formulae, patents, sources of supply,
customer dealings, data, know-how, and business plans, provided such information is not in or does not hereafter become part of the public
domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value
to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration
of the obligations undertaken by the Corporation herein, the Executive will not, at any time, during or after the Term of his employment
hereunder, reveal, divulge, or make known to any person any information acquired by the Executive during the course of his employment,
which is treated as confidential by the Corporation, and not otherwise in the public domain. Notwithstanding the foregoing, nothing in
this Section 8 shall prohibit the Executive from providing information or testimony if ordered by a court of competent jurisdiction,
governmental authority or stock exchange to disclose such information, provided that in such circumstance, if legally permissible and
practicable, the Executive shall provide prompt written notice of such order to the Corporation to enable the Corporation to seek a protective
order prior to making such disclosure of such information. The provisions of this Section 8 shall survive the termination of the Executive’s
employment hereunder. All references to the Corporation in Sections 8 and 9 hereof shall include affiliates of the Corporation.
9. Clawback
Rights. All Annual Bonuses, and any and all stock-based compensation (such as options, restricted stock units and other equity awards)
(collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as
follows. During the period that the Executive is employed by the Corporation and upon the termination of the Executive’s employment
and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to
Executive shall have been determined, the Executive agrees to repay any amounts that were determined by reference to any financial results
of the Corporation that were later restated (as defined below), to the extent the Clawback Benefits paid exceed the Clawback Benefits
that would have been paid, based on the restatement of the Corporation’s financial information. All Clawback Benefits resulting
from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated
results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the
Corporation and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation
Committee following a publicly announced restatement, the Corporation shall have the right to take any and all actions to effectuate
such adjustment. The calculation of the revised Clawback Benefits shall be determined by the Compensation Committee in good faith and
in accordance with any applicable laws, rules, and regulations. All determinations by the Compensation Committee with respect to the
Clawback Rights shall be final and binding on the Corporation and the Executive. The Clawback Rights shall terminate following a Change
of Control Transaction, subject to applicable laws, rules, and regulations. For purposes of this Section 9, a restatement of financial
results that requires a repayment of all or a portion of the Clawback Benefits shall mean a restatement resulting from material noncompliance
of the Corporation with any financial reporting requirement under the federal securities laws and shall not include a restatement of
financial results resulting from subsequent changes in accounting pronouncements or requirements that were not in effect on the date
the financial statements were originally prepared (“Restatements”). The parties acknowledge that it is their intention
that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and requires recovery of all “incentive-based”
compensation, pursuant to the provisions of the Dodd-Frank Act and any and all rules and regulations promulgated thereunder from time
to time. Accordingly, the terms and conditions of this Agreement shall be deemed automatically amended from time to time to the extent
required to assure compliance with the Dodd-Frank Act or any applicable rules or regulations enacted thereunder that may be adopted by
the Securities and Exchange Commission or any stock exchange on which the securities of the Company are listed.
10. Section
409A.
(a) The
provisions of this Agreement are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and
shall be construed in a manner consistent with the requirements for avoiding taxes, interest or penalties under Section 409A. The Corporation
and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that
are necessary, appropriate, or desirable to avoid imposition of any additional tax, penalties or income recognition prior to actual payment
to the Executive under Section 409A; provided however, that the Corporation has no obligation to indemnify the Executive or hold
the Executive harmless from any adverse tax consequences related to any failure to comply with Section 409A.
(b) To
the extent that the Executive will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section
409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount
of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible
for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided, that the foregoing clause (ii) shall
not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses
are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last
day of the taxable year following the taxable year in which Executive incurred the expense.
(c) A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from
Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,”
“termination of employment,” or like terms shall mean Separation from Service.
(d) Each
payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4)
is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary separation
from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et seq., to the maximum extent permitted by that
regulation, with any amount that is not exempt from Section 409A being subject to Section 409A.
(e) Notwithstanding
anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A
at the time of Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant
to this Agreement, if any, and any other severance payments or separation benefits that may be considered deferred compensation under
Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not
exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination
of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation
Separation Benefits in excess of the Section 409A Limit otherwise due to Executive on or within the six (6) month period following the
Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the
date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Compensation
Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if the Executive dies following termination but prior to the six (6) month anniversary of the Executive’s
termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of the Executive’s death and all other Deferred Compensation Separation Benefits will be payable in
accordance with the payment schedule applicable to each payment or benefit.
(f) Each
payment and benefit payable under this Agreement, including any payment or benefit that is required to be aggregated with such payment
and benefit under Section 409A, is hereby designated as a separate payment, and will not collectively be treated as a single payment,
as provided in Treasury Regulation Section 1.409A-2(b)(2)(iii).
(g) For
purposes of this Agreement, “Section 409A Limit” will mean a sum equal (x) to the amounts payable prior to March 15 following
the year in which Executive’s employment termination date occurs, plus (y) the lesser of two (2) times: (i) Executive’s annualized
compensation based upon the annual rate of pay paid to Executive during the Corporation’s taxable year preceding the Corporation’s
taxable year which includes Executive’s date of termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1);
or (ii) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the
year in which Executive’s Separation from Service occurs.
11. Miscellaneous.
(a) The
Executive acknowledges that the services to be rendered by him under this Agreement are of a special, unique, and extraordinary character
and that it would be difficult or impossible to replace such services. Accordingly, the Executive agrees that any breach or threatened
breach by him of Section 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to
it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend
that each restriction agreed to by the Executive hereinabove shall be construed as separable and divisible from every other restriction,
that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that
one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction
in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such
restriction shall be limited to the minimum extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition
to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity.
(b) Neither
the Executive nor the Corporation may assign or delegate any of their rights or duties under this Agreement without the express written
consent of the other; provided however, that the Corporation shall have the right to delegate its obligation of payment of all
sums due to the Executive hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder.
(c) This
Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s
employment by the Corporation, supersedes, as of the date hereof, all prior understandings and agreements, whether oral or written, between
the Executive and the Corporation with respect to such employment, and shall not be amended, modified, or changed except by an instrument
in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall
not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
(d) This
Agreement shall inure to the benefit of, and be binding upon and enforceable against, the parties hereto and their respective successors,
heirs, beneficiaries, and permitted assigns.
(e) The
headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.
(f) All
notices, requests, demands, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or
by private overnight mail service (e.g. Federal Express) to the applicable party at the address set forth above, or when sent by email
to the Executive at gwayiii@gmail.com or to the CEO of the Corporation at ahayes@dominari.com, or to such other address or email
as either party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of
the date actually received or the third business day after sending.
(g) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without reference to principles
of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts
located in the State of New York.
(h)
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one of the same instrument, and may be delivered by electronic mail (including pdf or any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and so delivered shall be deemed to have been
duly and validly executed and delivered and be valid and effective for all purposes.
The
parties hereto have executed this Agreement as of the date first written above.
| DOMINARI HOLDINGS, INC |
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| |
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| By: |
/s/ Anthony Hayes |
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Anthony Hayes, Chief Executive Officer |
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| EXECUTIVE: |
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| |
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| /s/ George Way |
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| George Way |
|
