Executive Employment Agreement

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is knowingly and voluntarily entered into on October 31, 2021 by and between MARIZYME, Inc., a Nevada corporation (“MARIZYME or the “Company”), and David Barthel (“Employee”). The term “Company” includes MARIZYME and any of its predecessors, successors, affiliates, related entities and/or subsidiaries. Company and Employee are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, the Parties agree that it is in their mutual best interests, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, to enter into this Agreement; and

WHEREAS, the Company agrees to employ Employee, and Employee agrees to be employed by the Company, under the terms of this Agreement;

WHEREAS, the Parties expressly acknowledge that Employee’s employment may include inventing, discovering, initiating, or contributing to the Confidential Information or Inventions (as defined below) of the Company, and Employee expressly acknowledges that such Confidential Information or Inventions are valuable assets of MARIZYME and that MARIZYME has a legitimate interest in protecting itself from disclosure or misappropriation of such information and Inventions.

NOW, THEREFORE, intending to be legally bound hereby, and in consideration of the foregoing premises and of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. DUTIES

Employee will be employed on a full time and exclusive basis, as the Company’s Chief Executive Officer (CEO).¹ Employee shall perform the duties and responsibilities customarily associated with his position, and as otherwise reasonably designated by the Company, including, but not limited to, attending senior staff meetings. A general summary of Employee’s duties is set forth in Exhibit A.

Employee shall report directly to the Board of Directors.

¹ Any outside business activities that Employee engages in must be approved, in writing, by the Company. A violation of this provision shall be considered cause for termination.

2. TERM OF EMPLOYMENT AND TERMINATION

Subject to the conditions set forth in this Paragraph 2 of the Agreement, Employee’s employment under this Agreement shall commence upon execution of this Agreement by the Parties.

In the event that Employee engages in gross negligence, fraud, embezzlement, repeated insubordination, acts of violence, self-dealing of any kind, breach of confidentiality, material dishonesty, material breach of this Agreement or the Company’s policies or procedures, or is charged by a government agency with a felony or a crime of dishonesty or moral turpitude (“Cause”), as determined by the Company in its sole discretion, then Employee’s employment with the Company shall be immediately terminated for Cause and the Company shall not be required to make any further payments, including without limitation, any compensation to Employee after the termination date, other than those wages already earned through the termination date. With respect to finding Cause solely based on an asserted material breach of this Agreement, Employee shall be given written notice of such breach and an opportunity to correct such breach within fifteen (15) days of such notice. To clarify, a termination of Employee for poor performance is a termination without Cause.

Additionally, Employee agrees to the following: employment with the Company is contingent upon (i) Employee’s agreement to protect the Company’s confidential business and other information, as set forth in more detail below; (ii) Employee’s agreement to abide by and participate in required training when available on the Company’s applicable policies and procedures, employee handbook, legal regulations, and certification requirements, including, without limitation, formal policies and training on prevention of discrimination and harassment in the workplace; and (iii) Employee’s agreement to abide by the Company’s policies and procedures, as they may be amended from time to time.

3. AT-WILL STATUS

By signing this Agreement, the Employee understands and acknowledges that Employee’s employment is “at-will” and that this Agreement does not constitute any type of guarantee of employment or continued employment. As an at-will employee, Employee or MARIZYME may terminate Employee’s employment relationship with MARIZYME at any time, with or without cause.

4. COMPENSATION

5. EQUITY, OPTIONS AND BENEFITS

Employee will be eligible to receive certain equity in the form of incentive stock options (“ISOs”) of the Company based upon the attainment of certain metrics. They are as follows:

Nasdaq Listing – 100,000 ISOs

FDA Approval of Duragraft – 75,000 ISOs

FDA Approval of Matloc 1 – 75,000 ISOs

Material 3^rd Party Partnerships for Duragraft – 50,000 ISOs

Material 3^rd Party Partnerships for Matloc 1 – 50,000 ISOs

The term “Material” to be defined by Company and Employee in a subsequent memorandum to be negotiated in good faith. In the event such metrics are not met in a timely fashion, Employee shall forfeit his right to such ISOs.

In addition to the ISOs listed above, Employee will receive an additional 400,000 ISOs upon execution of this Agreement at the agreed upon fair market price of $2.25. All ISOs listed above will have 10% vest upon grant and the balance will vest quarterly over a three (3) year period in equal installments.

Employee acknowledges that he must be employed with the Company in good standing at the time any such ISOs are awarded per the milestones set forth above. In the event that Employee is terminated prior to any milestone being achieved, Employee shall forfeit his right to receive such ISOs.

Employee will also be eligible to receive benefits generally provided to all other employees of the Company. The Company shall pay Employee $3,000 per month to cover healthcare and related expenses. Such monthly payment shall begin in November 2021 and continue during Employee’s employment with the Company. Employee agrees that he has been informed of the benefits currently provided by the Company. Company may change or discontinue some or all benefits at any time.

6. HOLIDAYS AND VACATION

In addition to Company’s observed US holidays, Employee will be eligible to receive five (5) weeks of paid leave (vacation time) for each year of employment (“Paid Leave”). Paid Leave must be exercised within the year it is accrued, or it shall be forfeited. Requests by Employee for Paid Leave shall be reviewed by the Company in good faith and in a reasonable manner, and the Company shall not unreasonably deny Employee to ability to take Paid Leave in a given year. Employee may not carry over unused Paid Leave to the following year. Upon termination of Employee’s employment for any reason, Employee shall not be entitled to receive a pay-out for any Paid Leave that has not been utilized.

7. INTELLECTUAL PROPERTY

Employee irrevocably acknowledges and agrees that any and all legal and/or beneficial rights, titles and/or interests in and to any and all materials authored, originated, created, developed, and/or produced by Employee during the term of his employment with the Company and/or in connection with the Employee’s employment with the Company, including, but not limited to, any and all intellectual property, shall belong to and vest solely in the Company to the fullest extent permitted by law.

For the purposes of this Agreement, intellectual property includes, but is not limited to, any and all copyrights, trademarks, patents, mask work rights and/or other intellectual property as that term is commonly used, as well as any and all other rights of any nature whatsoever, howsoever arising and in all forms of media, whether or not registered, including, but not limited to, rights in confidential information.

8. DATA PROCESSING AND E-MAIL/INTERNET MONITORING

By signing this Agreement, Employee consents to the Company processing her Personal Data during the term of Employee’s employment hereunder, when and where reasonably necessary for employment purposes. For the purposes of this clause, the following words and expressions shall have the following meanings:

The Company reserves the right to monitor and/or view, all data sent or received electronically by Employee, whether internally or externally, and all internet sites accessed by Employee while using computer equipment or other property owned by the Company, regardless of whether such data and/or sites relate to the business of the Company or otherwise. Employee shall abide by the terms of the Company’s email and internet policy as set forth in the Employee Handbook. Notwithstanding, the Company agrees that it will presently cease any daily monitoring or surveillance of Employee’s emails upon execution of this Agreement.

9. PREVENTION OF UNFAIR COMPETITION AND SOLICITATION

10. CONFIDENTIAL INFORMATION

11. ASSIGNMENT OF INVENTIONS

Employee agrees to disclose to MARIZYME any and all ideas, concepts, discoveries, inventions, developments, original works of authorship, software programs, software and systems documentations, trade secrets, technical data and know-how that are conceived, devised, invented, developed or reduced to practice or tangible medium by Employee, under Employee’s direction or jointly with others during any period that Employee employed or engaged by MARIZYME whether or not during MARIZYME’s normal working hours or on the premises of MARIZYME which relate, directly or indirectly, to the business of MARIZYME and arise out of Employee’s employment with MARIZYME (collectively, “Inventions”).

Employee hereby assigns to MARIZYME all of my right, title and interest to the Inventions and any and all patent rights, copyrights and applications and registrations therefor. During and after Employee’s employment, Employee shall cooperate with MARIZYME at the Company’s expense, in obtaining proprietary protection for the Inventions and Employee shall execute all documents which MARIZYME shall reasonably request to perfect MARIZYME’s rights in the Inventions. The Employee acknowledges that there will be no withholding of cooperation under any circumstances to this Section. Such cooperation is paramount to the success of MARIZYME. If the Employee withholds such cooperation, MARIZYME, may take legal action to effect cooperation of the Employee as it pertains to this Section.

Employee acknowledges that all original works of authorship made by Employee within the scope of Employee’s employment that are protectable by copyright are intended to be “works made for hire”, as that term is defined by Section 1-1 of the United States Copyright Act of 1976 (the “Act”) and shall be the property of MARIZYME. Employee shall without further consideration, assign to MARIZYME all of Employee’s right, title and interest in such copyrightable work and will cooperate with MARIZYME and its designees, at MARIZYME’s expense, to secure, maintain and defend for MARIZYME’s benefit copyrights and any extensions and renewals thereof on any and all such work. Employee waives all rights to publicity and claims to moral rights in any Inventions.

Employee shall not assert any rights under any Inventions, discoveries, concepts or ideas, or improvements thereof, or know-how related thereto, as having been made or acquired by Employee prior Employee’s employment by MARIZYME except as disclosed in writing by Employee prior to the execution of this Agreement.

Employee agrees, upon request of MARIZYME, at all times to do such acts, such as giving testimony in support of Employee’s inventorship, and to execute and deliver promptly to MARIZYME such papers, instruments, and documents as from time to time may be necessary or useful in MARIZYME’s opinion to apply for, secure, maintain, reissue, extend, or defend MARIZYME’ s worldwide rights in the Inventions or in any or all United States letters patent and in any and all letters patent in any country foreign to the United States, so as to secure to MARIZYME the full benefits of the Inventions or discoveries.

Employee warrants and represents to MARIZYME that Employee is not subject to any agreement inconsistent with the Agreement regarding Inventions set forth herein. Employee agrees not to conduct any research or other work subject to this Agreement other than at MARIZYME’s facilities and further agrees not to use any research facilities, materials, or personnel of any university or other entity not rented, leased, or otherwise hired by MARIZYME in connection with such work.

12. SHOP RIGHT

Notwithstanding any provision of this Agreement creating greater rights, MARIZYME shall have the royalty-free right to use in its business, and to make, have made, use, sell, offer for sale, and import products, processes, and services derived from any Inventions, discoveries, concepts, and ideas, whether or not patentable, including but not limited to processes, methods, formulae, techniques, and biotechnology products, as well as improvements thereof and know-how related thereto, that are not Inventions as defined herein, but that are made or conceived by Employee during Employee’s employment by MARIZYME or with the use or assistance of MARIZYME’s facilities, materials, or personnel.

13. SURVIVAL

The provisions of Paragraphs 7, 9, 10, 11, and 12 shall survive the termination of this Agreement and Employee’s employment with the Company for any reason and are expressly intended to benefit and be enforceable by any affiliates, successors or related entities of the Company, who are express third party beneficiaries hereof.

14. REMEDIES UPON BREACH

The Employee acknowledges that his/her services hereunder are of a special and unique character which places him/her in a position of trust and confidence with the Confidential Information and Confidential Documents and employees of the Company, and that the Confidential Information and Confidential Documents are of a special and unique character that give them a peculiar value, and, as a result, any breach or threatened breach of his/her obligations under this Agreement may cause the Company great and irreparable injury and harm that cannot be adequately compensated by payment of damages in an action at law. Accordingly, the Company shall be entitled to the remedies of temporary and/or permanent injunction, specific performance and other equitable relief to redress any breach, or to prevent any threatened breach (and the Company shall not be required to post any bond or prove special damages). Nothing contained in this Agreement shall, however, be construed as a waiver by the Company of any other right, including, without limitation, the Company’s right to damages.

15. APPLICABLE LAW, ARBITRATION

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to principles of conflict of laws. Except in the event that injunctive or other equitable relief is sought by MARIZYME to enforce the terms and conditions of this Agreement (for which MARIZYME may proceed in any court of competent jurisdiction), ANY DISPUTE OR CONTROVERSY ARISING FROM OR RELATING TO THIS AGREEMENT OR EMPLOYEE’S EMPLOYMENT WITH MARIZYME (THE “COVERED CLAIMS”) WILL BE DECIDED BY ARBITRATION, BY THE AMERICAN ARBITRATION ASSOCIATION AND IN ACCORDANCE WITH THEN CURRENT RULES AND REGULATIONS OF THAT ASSOCIATION. Arbitration proceedings will be conducted in the utmost secrecy, and in such case, all documents, testimony, and records will be received, heard, and maintained by the arbitrators in secrecy, available for inspection only by MARIZYME or by Employee and by the Parties’ respective attorneys and experts who will agree, in advance and in writing, to receive all such information confidentially and to maintain the secrecy of such information until such information becomes generally known.

Employee and MARIZYME expressly intend and agree that all Covered Claims must be arbitrated on an individual basis only and that no arbitration can be brought by either the Employee or MARIZYME as a class and/or on a collective, consolidated or representative basis. Employee and MARIZYME expressly and mutually agree that the arbitrator shall not have any authority to grant relief and/or hear Covered Claims on a class, collective, consolidated or representative basis. Exclusive venue for any arbitration proceeding shall be in Palm Beach County, Florida.

16. ATTORNEYS’ FEES

The prevailing Party in any litigation or dispute arising out of this Agreement shall be entitled to recovery from the other Party its reasonable attorneys’ fees and costs.

17. ENTIRE AGREEMENT; MISCELLANEOUS

The Parties hereto represent and acknowledge that in executing this Agreement they do not rely and have not relied on any representation or statement made by the other Party or by any of the Parties’ agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement other than those specifically stated in this written Agreement. This Agreement contains the entire agreement of the Parties with regard to the arrangements between the Parties and supersedes all negotiations, representations, warranties, commitments, offers, contracts and writings prior to the date hereof. No modification or amendment of any provision of this Agreement shall be effective unless made in a written instrument, duly executed by all of the Parties to be bound thereby, which refers specifically to this Agreement and states that an amendment or modification is being made in the respects set forth in such instrument. Notice under this Agreement may be provided via email and/or overnight mail. Employee shall withdraw her pending charge with the EEOC upon execution of this Agreement.

18. OPPORTUNITY TO REVIEW

The Parties represent and agree that they have had the opportunity to discuss this Agreement with their attorney(s) and/or have thoroughly discussed all aspects of this Agreement with their attorney(s), have carefully read and fully understand all of the provisions of this Agreement, and that they are voluntarily entering into this Agreement.

19. HEADINGS

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

20. WAIVER

21. ASSIGNMENT

This Agreement shall be binding on and inure to the benefit of the parties and their successors and permitted assigns. The Company may assign its rights and obligations under this Agreement to any of its successors and assigns without the consent of the Employee. The Employee may not assign any of his/her rights or obligations under this Agreement.

for any purpose as an admission by the Company of any liability or wrongdoing. This Agreement shall also not be admissible in a court of law for any purpose.

21. ASSIGNMENT

This Agreement shall be binding on and inure to the benefit of the parties and their successors and permitted assigns. The Company may assign its rights and obligations under this Agreement to any of its successors and assigns without the consent of the Employee. The Employee may not assign any of his/her rights or obligations under this Agreement.

22. SEVERABILITY

Employee agrees that the covenants included in this Agreement arc, taken as a whole.. reasonable in their duration and scope and necessary to protect the business of the Company, and it is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fulJest extent pennissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Should any provision of this Agreement be declared or be detennined by any court of competent jurisdiction to be illegal, invalid, unethical or unenforceable, the legality, validity and enforceability of the remaining parts, tenns, or provisions shall not be affected thereby, and said illegal, unenforceable, unethical, or invalid part, term, or provision shall be deemed modified so as to be enforceable and, if not subject to modification, then eliminated from this Agreement for the purpose of those proceedings to the extent necessary to pennit the remaining covenants to be fully enforced.

IN WITNESS WHEREOF, the parties have voluntarily executed this Agreement on the day and year first above written.