Employment Offer Letter
Exhibit 10.1
| Employment Offer | July 21, 2022 |
AiAdvertising, Inc.
321 6th Street
San Antonio, TX 78215
Gerard (Jerry) Hug
Dear Mr. Hug,
Please consider this letter as an official offer of employment as Chief Executive Officer for AiAdvertising, Inc. with the goal of increasing shareholder value. You will report directly to the Board of Directors. As the CEO, you will be responsible for the day-to-day operations of the Company. Primarily, you will focus on the overall vision and long-term strategy of the Company, oversee the sales and revenue efforts, manage the P&L, manage the public market activities, be responsible for fundraising and increasing shareholder value. You will work with your direct reports to ensure that each area of the business is being managed properly and goals are being achieved.
As CEO, the Board will expect that you have an operating plan each year that can be measured each quarter. You will report Company performance against that plan at least quarterly to the Board, or as frequently as the Board deems it in their best interest.
We are offering you a base salary of $375,000 which will be subject to deductions for taxes and other withholdings as required by law, or the policies of the company. This Salary will begin July 1, 2022. The company’s payroll is on a semi-monthly basis; please see the compensation breakdown below:
| Annual pay | $ $375,000.00 (24 pay periods) | ||
| Sign on Bonus | $ 100,000 | ||
| Annual Bonus | $ Up to $375,000 annually (see Exhibit A) |
After 12 months of employment, you will receive a performance and compensation review by the Compensation Committee to adjust as necessary.
AiAdvertising, Inc. | http://www.aiadvertising.com/ | 321 Sixth Street, San Antonio, TX 78215
| Employment Offer | Pg. 2 |
You may keep your current health benefits package or any other 401(k) program you are enrolled with.
All employee benefits are subject to periodic company review and can be changed with or without notice. We prefer your work hours to be from 9:00 a.m – 6:00 p.m. with a maximum of an hour lunch in between.
The Board will review and approve all budgets for the CEO, and request quarterly reports from the CFO.
Upon signing this document you acknowledge that this employment offer letter represents the entire agreement between you and AiAdvertising, Inc. and that no verbal or written agreements, promises or representations that are not specifically stated in this employment offer letter, are or will be binding upon AiAdvertising, Inc.
If you agree with the above employment offer details, please sign below and return the employment offer to us as soon as possible.
| /s/ Jerry Hug | July 21, 2022 |
| Jerry Hug | Date |
| /s/ Andrew VanNoy | July 21, 2022 |
| Chairman of the Board | Date |
AiAdvertising, Inc. | http://www.aiadvertising.com/ | 321 Sixth Street, San Antonio, TX 78215
Exhibit A- Bonus Plan
| 1. | $100,000 bonus for accepting the role as CEO. |
| 2. | Bonus structure (pro-rated thru December 31, 2022) |
| a. | The following targets will be used to measure the bonus structure: |
| i. | Net Revenue target of $5.6 million (1/3). Net revenue shall be defined as gross revenue minus any Ex-TAC (traffic acquisition cost of media) and any pass through costs. Component Value = $125,000 |
| ii. | 25 Total SaaS Customers through the end of 2022, each paying a minimum of $10,000 per month (1/3). Component Value = $125,000 |
iii. Cashflow positive each month through the EOY 2022. (1/3) Component Value = $125,000
| Base Salary | $375,000 | |
| % of Goal | Bonus Payout | Amount of Bonus |
| Less than 90 % | 0% | $0 |
| 90 | 50% | $187,500 |
| 91 | 55% | $206,250 |
| 92 | 60% | $225,000 |
| 93 | 65% | $243,750 |
| 94 | 70% | $262,500 |
| 95 | 75% | $281,250 |
| 96 | 80% | $300,000 |
| 97 | 85% | $318,750 |
| 98 | 90% | $337,500 |
| 99 | 95% | $356,250 |
| 100 | 100% | $375,000 |
| 101 | 102% | $382,500 |
| 102 | 104% | $390,000 |
| 103 | 106% | $397,500 |
| 104 | 108% | $405,000 |
| 105 | 110% | $412,500 |
| 106 | 112% | $420,000 |
| 107 | 114% | $427,500 |
| 108 | 116% | $435,000 |
| 109 | 118% | $442,500 |
| 110 | 120% | $450,000 |
AiAdvertising, Inc. | http://www.aiadvertising.com/ | 321 Sixth Street, San Antonio, TX 78215
Exhibit B- Health Benefits Plan
Please refer to the “Health Benefits Overview 2022” PDF
AiAdvertising, Inc. | http://www.aiadvertising.com/ | 321 Sixth Street, San Antonio, TX 78215
