Exhibit 10.1

 

 

 

3DX!ndus!ries EXECUTIVE COMPENSATION AGREEMENT Peter A Divone Sr. This Employment Agreement ("Agreement") is dated Wednesday, September 22 , 2021 between 3 DX Industries, Inc . , incorporated under the laws of the state of Nevada and having its principal place of business at 6920 Salashan Pkwy D - 10 I, Femdale, WA 98248 (the "Company") ; and Peter A Divone Sr . , an individual, with an address of 19 Plante Lane in the City of Shelton, Connecticut 06484 (the "Executive") . The Company and Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties . " WITNESSETH: WHEREAS, the Company desires that Executive be employed by the Company, and render services to the Company, and Executive is willing to be so employed and to render such services to the Company , all upon the terms and subject to the conditions contained herein in consideration for, among other things, the Company's agreement to provide Executive with Confidential Information pursuant to the terms of this Agreement, and Executive's receipt of Confidential Information pursuant to a relationship of trust and confidence and under conditions of confidentiality and non - use and non - disclosure . WHEREAS, the Parties mutually agree that this Agreement shall be effective as of Wednesday, September 22 , 2021 (the "Effective Date") . AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants and agreements contained h e rein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows : 1. EMPLOYMENT . Subject to and upon the terms and conditions contained in this Agreement, the Company hereby agrees to employ Executive and Executive agrees to be employed by the Company, for the period set forth in paragraph 2 hereof, to render to the Company, its affiliates and/or subsidiaries the services described in paragraph 3 hereof . 2. TERM . Executive's employment under this Agreement shall commence as of the Effective Date hereof and shall continue to May 19 , 2023 , and thereafter on a yearly basis subject to renewal each year . The Chief Executive Officer of the Company has the sole discretion to terminate the term of this Agreement at an earlier date than expressed in this provision (the " Employment Term"), subject to Clause 8 herein . 3. DUTIES. (a) Executive shall serve as the Business Development Advisor ( hereafter "Advisor") of the Company, reporting directly to the Chief Executive Officer of the Company (the "C EO '') . Executiv e shall be r es ponsible for the business development, sales, and marketing for the Company (the · ' Services ") as outlined in the attached Schedule "A" Services . (b) Executive shall perfonn all duties and services incident to the positions held b y him as outlined in Schedule A

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(c) Executive agrees to abide by all bylaws and policies of the Company promulgated from time to time by the Company as well as all laws, statutes and regulations . 4. BEST EFFORTS. Executive agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position. 5. COMPENSATION . The Company will pay Executive the following compensation for his services under this Agreement : (a) Shit . re Compensation . As consideration for entering into this Agreement, the Company shall issue to the Executive 100 , 000 restricted common shares of 3 DX Industries, Inc . Stock symbol DDDX . The common shares of the Company shall bear the appropriate restrictive legend in conformity with all applicable federal and state laws and regulations and shall be dated as of the Effective Date . (b) Performance Bonus . Executive shall be entitled to be paid a bonus at a time and in an amount as determined by the Board of Directors in its sole discretion . (e) Incentive Plan . Executive shall also be eligible to participate in the Company's incentive plan for executives, if applicable . The criteria for determining the amount of the bonus, and the conditions that must be satisfied to entitle Executive to receive the bonus for any year during the term of this Agreement shall be determined by the Board or its Compensation Committee . 6. EXECUTIVE BENEFITS. (a) Benefits . There are no benefits available to the Executive under the terms of this agreement at this time, other than such benefits as outlined in clause 5. 7. EXPENSES . Executive shall be reimbursed for approved business expenses incurred by Executive which are reasonable and necessary for Executive to perform his duties under this Agreement in accordance with policies established from time to time by the Company . Approval must be attained from the CEO to qualify for reimbursement . 8. TERMINATION OF EMPLOYMENT. (a) Termination With Cause By Comm 1 ny . The Company may terminate this Agreement at any time during the Employment Period for "Cause" upon written notice to Executive , upon which termination shall be effective immediately . For purposes of this Agreement, "Cause" means the following : 1. Felony theft or embezzlement from the Company; or ii. Th e conviction for any major felony involving moral turpitude that reflects adversely upon the standing of the Company in the community. (b) Termination Without Cause By Company . The Company may terminate this Agreement at any time during the Employment Period without "Cause" upon 15 days written notice to Executive . (c) Tc 1 ·mination By Executive . Executive may terminat e thi s Agreement at any time by providing the Company 15 days ' ·wTitt e n notice , with or without " Good R e ason . " (d) Compensation upon Termination . In the event that the Company terminates th e Executive · s employment hereunder due to a Termination for Cause or the Executive voluntarily t er min ates employment with the Company for any reason , the Executiv e shall not be entitled to unissued compensation or benefits owing to Executive through th e day on which Executive is terminated . Except as otherwise contemplated by this Agr e ement, Executive will not b e entitled to any other compensation upon t e rmination of this Agreement .

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(e) Non Solicitation . It is further acknowledged and agreed that during employm e nt and for a period of 24 month s following any potential termination of the Executive's employment with 3 DX Industries, Inc . for any rea s on th e Executive shall not solicit busine s s from current clients or clients who ha ve re tained 3 DX Industri es, lnc . prior to the execution date of tl 1 is agreement . Any cli e nts with a prior relation s hip witll Executive are excluded from this clause . 9. DISCLOSURE OF TRADE SECRETS AND omER PROPRIETARY INFORMATION. (a) Executive ack nowledges that he is prohibited from disclosing any confiden tia l in fo rmation about the Compan y, including but not limited trade secrets, formulas, and financial i nformati o n , to any party w ho is not a director, officer or authorized agent o f the Company or its subsidiaries and affiliates . The Compan y will provide Executive with valuable confidential information belongin g to the Comp any or its subsidiaries or it s affiliates above and beyond any confidential information previously received by Executive and will associat e Executive with the goodwill of the Company or its subsidiaries or i ts affiliates a bov e and be y ond a ny pri or association of Executive with that goodwill . In return , Executive promi ses never to disclo se or misuse such confid e ntial information and ne v er to misuse such goodwill . (b) Executive will not, during the Employm en t Term and for a period of 24 months foll o wing th e termination of tllis agreement , dire c tl y or indirectly, act as an Executive, empl oyer, consultant , agent, principal, p a rtner , manager, officer, director , or in any other indi vi dual or representative c apaci t y, engage in or participate in any oilier business tllat is competitive with the Company ' s business without the prior written co nsent of the CEO . (c) Executive will not , during the Employmen t Tenn and for a period of 24 months fo ll owi ng th e termination of this agreement , directly or indirectly , work in the U nited States as an employee, e mplo yer, consultant , agent, principal, partner , manag e r , officer , dire c tor , or in a n y oilier individual or repr ese ntative capacity for any person or entity who is competitive with ili e busines s of the Company w ithout th e pri o r written consent of th e CEO . (d) Executi ve will not, during the Emp lo yment Term, on his beha lf or on beha lf of any o ther busines s enterprise, directly or indirectly, under any circumstance other than at tlle direction and for the benefit of ilie Company , (i) solicit for employment or hir e any per s on employed by the Company or any of i ts subsidi ar ies , or (ii) call on, solicit, or take a wa y an y p erso n or entity who was a customer of the Compan y or any of it s subsidiaries or affiliates during Exec utiv e' s employment with the Compan y, i n either case for a busin ess t hat i s competitive with the business of th e Company . ( e) It is expressly agreed by Executive t hat th e nature and sco pe of each of ili e pro v i s ion s set forth ab ove ar e reasonabl e and ne cessary . If , for any r easo n , any aspect of the above p rovisio n s as it app li es to Ex ec utive i s det e rmined by a court o f competent j urisdi ct ion to be unrea s onable or un e nfor ceable und e r appli ca ble law , the pro visio ns s hall be modified to tlle extent required t o make t h e pro v isions enforc ea ble . Executive acknowledges and agr ee s that hi s services are of uniqu e character and expressly grants to th e Company or any subsidiary or affiliate o f t he Company or an y successor of an y of them , the r ig h t to enforce tlle above provisions through the u se of all remedies available at law or in equity , including , but not limited to , injunctive r e lief . 10. COMPANY PROPERTY. (a) An y pa te nt s, in ve nti ons , discoveries , applications , processes , m o d e l s or fi nan cia l sta t e m e nt s d es i g n ed , d ev ised , planned , applied, c r ea t e d , discovered or invented by Executi ve durin g the E mpl oyment Tenn , regardless of w h en r e du ce d to writing o r pra ct i ce, w hi c h pertain to any as p ect of t h e Company's o r its sub si diarie s· or affiliates ' busine ss as d esc rib e d above s hall b e the sole and abso lu te property of the Compa n y, and Executiv e shall p ro mp tly report t he sa m e l o the Company and p rom ptl y execute any and a ll documents that ma y from time to time r easonab l y be r equeste d b y t he Co mpany to assure the Company the full a nd co mpl e t e o \ vnership th ereof . U nle ss s u c h pat e nt s, i n ve nti ons, discover i es , applications , process es, mo d els or finan c i al hit PS://pd Is imp Ii.com/ forms/Iorm·type / b ill/ b il I - of - lading - torm - 1 ... IQo b C h M l v4 H mk8 y 1 8wl VkqX I ChOCjQIoEAMYASAAEg Jeq f D Bw E 10/6/2 1 , 6 : 40 AM Page 1 of O

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statements designed, devised, planned, applied, created, discovered or invented by Executive during the Employment Tenn are released to the Executive by the CEO. (b) All records, files, lists, including computer generated lists, drawings, documents, equipment and similar items relating to the Company's business which Executive shall prepare or receive from the Company shall remain the Company's sole and exclusive property . Upon termination of this Agreement, Executive shall promptly return to the Company all property of the Company in his possession . Executive further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company for public distribution unless approved by the CEO or if required to perform any tasks related to clause 3 . Executive additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials. 11. EQUITABLE RELrEF . It is mutually understood and agreed that Executive's services are special, unique, unusual, extraordinary and of an intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law . Accordingly, in the event of any breach of this Agreement by Executive, including, but not limited to, the breach of any of the provisions of paragraphs 9 or 10 hereof, the Company shall be entitled to equitable relief by way of iqjunction or otherwise in addition to any damages which the Company may be entitled to recover . 12. CONSENT TO JURISDICTION AND VENUE . The Executive hereby consents and agrees that federal and state courts located in the State of Nevada shall have personal jurisdiction and proper venue with respect to any dispute between the Executive and the Company . In any dispute with the Company , the Executive will not raise, and hereby expressly waives, any objection or defense to any such jurisdiction as an inconvenient forum . 13. NOTICE . Except as otherwise expressly provided, any notice, request, demand or other communication permitted or required to be given under this Agreement shall be in writing, shall be deemed conclusively to have been given : (a) on the first business day following the day timely deposited with Federal Express (or other equivalent national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the accom 1 t of the sender ; (b) on the fifth business day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested ; or (c) when otherwise actually received by the addressee on a business day (or on the next business day if received after the close of normal business hours or on any non - business day) . 14. rNTERPRETATIONi HEADINGS . The parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated, shall be construed fairly as to all parties hereto , and shall not be construed in favor of or against any party . The paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement . 15. SUCCESSORS AND ASSIGNS; ASSIGNMENT; Neither this Agreem en t, nor any of Executive 's rights , powers , duties or obligations her e under, may be assigned by Executive. This Agreement shall be binding upon and inure to the benefit of Executive and his heirs and legal representatives and the Company and its successors . Successors of the Company shall include , without limitation, any corporation or corporations acquiring, directly or indirectl y , all or substantially all of the assets of the Company, whether by m e rger, consolidation, purchase, lease or otherwise , and such successor shall thereafter be de e med " the Company " for the purpose hereof. 16. NO WAIVER BY ACTION . Any waiv e r or consent from the Company respecting any term or provision of this Agre e m e nt or any other aspect of the Executive's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deem e d , regardless of frequency given, to be a further or continuing waiver or consent . The failure or delay of the Company at any time or times to require performanc e of , or to exercise any of its po \ . vers, rights or remedies \ Vith resp ec t to , an y term or provision of this Agreement or any other aspect of the Executive's conduct or e mployment in no manner (except

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as otherwise expressly provided herein) shall affect the Company's right at a later time to enforce any such term or provision . 17. COUNTERPARTS; GOVERNING LAW; AMENDMENTS; ENTIRE AGREEMENT; SURVIVAL OF TERMS . This Agreement may be executed in two counterpart copies, each of which may be executed by one of the parties hereto, but all of which, when taken together, shall constitute a single agreement binding upon all of the parties hereto . This Agreement and all other aspects of the Executive's employment shall be governed by and construed in accordance with the applicable laws pertaining in the State of Nevada (other than those that would defer to the substantive laws of another jurisdiction) . Each and every modification and amendment of this Agreement shall be in writing and signed by the parties hereto, and any waiver of, or consent to any departure from, any term or provision of this Agreement shall be in writing and signed by each affected party hereto . 18. ENTIRE AGREEMENT . The entire understanding and agreement between the Parties has been incorporated into this Agreement, and this Agreement supersedes all other agreements and understandings between Executive and the Company with respect to the relationship of Executive with the Company or its affiliates or subsidiaries . IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth above. ("EXECUTIVE " ) By : Peter A Divone Sr .

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Schedule "A" Services Thefollowing list of services is to be provided by the Executive pursuant to clause 3 of the Executive Employment Agreement between the parties. a. Provide eight (8) hours of service performing business development, sales, and marketing for the Company on a monthly basis during the duration of this Agreement.

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