Employment Agreement

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated this October 29, 2019, is between Pareteum Corporation, a Delaware corporation (the “Company”), and Laura Thomas, a resident of the State of Virginia, having a mailing address of XXX (“Executive”).

WHEREAS, Company desires to retain the services of Executive to serve as Chief Financial Officer; and

WHEREAS, Executive is willing to serve as its Chief Financial Officer upon the terms, and subject to the conditions, of this Agreement; and

NOW, THEREFORE, in consideration of the premises stated above and the mutual covenants contained in this agreement, the parties hereby agree as follows:

Subject to the availability of shares under the Company’s long term incentive compensation plan and further subject to the determination of the Board, Executive will be granted two hundred fifty thousand (250,000) options or shares (at the Company’s discretion) of the Company’s common stock subject to the terms and conditions prescribed by the Board (whether options or shares, collectively referred to herein as the “Option Shares”). The exercise price will be determined by a 30-day VWAP look-back, or the market price on the day of grant by the Board, if higher. The Option Shares will include such other usual and customary terms as the parties deem reasonably necessary to effectuate the terms herein, including, without limitation, a provision that automatically adjusts the number of Option Shares granted in the event the Company exercises any form of stock split. In the event the Company elects to grant Executive additional options, in order to be eligible for a grant of any such additional restricted stock option Executive must be an employee of the Company at the time of grant and will be required to execute any such additional agreements as required by the Company. The exercise price, vesting installments and exercising period of vested options is determined by the Option Compensation Plans and by approval by the Board of the Company or in case of earlier termination of this Agreement till 90 days after the termination. Subject to the terms and conditions set forth in the Option Compensation Plans, in the event of a change of control of the Company, whereby all or a controlling portion of the Company’s equity is acquired by a third party, or the Company merges with another entity, any unvested Option Shares shall immediately vest with Executive. For the avoidance of doubt, Executive understands, acknowledges and agrees that the Options, together with any other grants of equity contemplated herein, shall at all times be subject to dilution by the Company in the same manner as other holders of the same class of equity pari passu.

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IN WITNESS WHEREOF, the Parties have set their hands hereto on the dates set forth below:

EXHIBIT A

RELEASE AND WAIVER OF CLAIMS

In consideration of the payments and other benefits set forth in the Employment Agreement made effective as of ___ , 201_ (the “Employment Agreement”), to which this form is attached, I, ___________________, hereby furnish Pareteum Corporation (Pareteum) (the “Company”), with the following release and waiver (this “Release”). Any capitalized term used but not defined in this Release will have the meaning ascribed to such term in the Employment Agreement.

In exchange for the consideration provided to me by Section 2 of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its Affiliates and their respective directors, officers, employees, shareholders, partners, agents, attorneys, representatives, insurers, predecessors, successors and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release, except claims that the law does not permit me to waive by signing this Release. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all foreign, federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the California Fair Employment and Housing Act or any comparable Canadian statute.

Notwithstanding the foregoing, nothing in this Release shall constitute a release by me of any claims or damages based on any right I may have to enforce the Company’s executory obligations under the Employment Agreement, or my eligibility for indemnification under applicable law, Company governance documents or under any applicable insurance policy with respect to my liability as an employee or officer of the Company, or my rights pursuant to my stock awards (including any stock options, restricted stock or other awards granted to me by Parent) pursuant to their terms.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release is knowing and voluntary, and that the consideration given for this Release is in addition to anything of value to which I was already entitled as an executive of the Company. If I am 40 years of age or older upon execution of this Release, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release is executed; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release (although I may choose voluntarily to execute this Release earlier); (d) I have seven (7) days following the execution of this Release to revoke my consent to this Release; and (e) this Release shall not be effective until the seven (7) day revocation period has expired.

I acknowledge my continuing obligations under my NDA and my Employment Agreement with the Company. Pursuant to the NDA, I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company or its Affiliates and I must promptly return all property and documents (including all embodiments of proprietary information) of the Company and its Affiliates and all copies thereof in my possession or control. I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release is contingent upon my continued compliance with my NDA and my Employment Agreement.

This Release covers both claims that I know about or suspect, as well as those I do not know about or suspect. I expressly waive all rights afforded by any statute that limits the effect of a release with respect to unknown and unsuspected claims, including, without limitation, § 1542 of the Civil Code of the State of California, and any other similar foreign, state, provincial or local laws, which states as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

This Release constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by or on behalf of the Company that is not expressly stated herein. This Release may only be modified by a writing signed by both me and a duly authorized officer of the Company.

NON-DISCLOSURE AGREEMENT 

This Non-Disclosure Agreement (the “Agreement”) is made and entered into effective October ##, 2019 by and between Pareteum Corporation, a Delaware corporation having its corporate address at:  1185 Avenue of the Americas, 37^th Floor, New York, New York 10036, USA, and Laura Thomas, a resident of the State of Virginia, having a mailing address of 13011 Grey Friars Place, Oak Hill, Virginia 20171, either both of which may be hereinafter referred to as "the Party" or "the Parties."

WHEREAS

The Parties desire to discuss certain business transactions and to exchange information for the purpose of exploring a potential business relationship for the benefit of the Parties and/or to sign a business contract that shall include confidential technical or business information of each Party or entitle each Party to exchange information for the execution of this business contract. In order to facilitate these discussions and in order for the Parties to receive from each other, either orally or in writing, certain technical and business information under terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS;

Each Party shall take reasonable measures to protect the Confidential Information of the other Party. Those measures shall not be less than the measures taken to protect the receiving Party’s own confidential information. Confidential Information of the other Party may be provided to a Party’s employees only on a need-to-know basis, and prior to such provision, the Party will notify each employee to whom such disclosure is made that such Confidential Information is received in confidence and shall be kept in confidence by such employee.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above.