Employment Agreement effective January 1, 2024, by and between Vystar Corporation and Jamie Rotman

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT is made and entered into as of the __1^st __ day of January 2024, by and between Vystar Corporation (“Vystar”), with its principal place of business located in Atlanta, Georgia, and Jamie Rotman (“Employee”), who resides in Shrewsbury, Massachusetts. Vystar and Employee are collectively referred to herein as the “Parties.”

WHEREAS, Vystar desires to retain the services of Employee as President and Chief Executive Officer of Vystar and any of its subsidiaries (collectively referred to herein as “the Company” or “the Companies”), and Employee desires to be employed by Vystar in such capacity, all upon the terms and subject to the conditions set forth in the Agreement.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants and undertakings herein, each party agrees as follows:

1. Employment and Duties. Vystar hereby employs Employee, and Employee hereby accepts employment, as President and Chief Executive Officer of the Companies, upon the terms and conditions hereinafter set forth, both Parties expressly revoking any and all prior employment agreements between them. In her capacity as President and Chief Executive Officer, Employee, to the best of her abilities, shall be responsible for performing the duties commensurate with her position. Employee shall report to Vystar’s Board of Directors (the “Board”), and Employee agrees to perform such duties as the Board may assign to her. Employee shall have no employment obligations or duties with respect to Murida Furniture Co., Inc. dba Rotmans Furniture.

Employee agrees that her employment is an employee-at-will, and, as such, her employment and compensation can be terminated, with or without cause, and with or without notice, at any time, at the option of either Employee or Vystar.

If Employee dies or becomes totally disabled during the term of the Agreement, Employee’s employment and salary shall terminate at the end of the month during which death or total disability occurs, and no other compensation or benefits shall be paid to Employee. For the purposes of the Agreement, Employee shall be deemed to be “totally disabled” if she has been unable to perform her duties by reason of medical condition for 120 days in any 365-day period, all as determined in good faith by Vystar’s Board.

2. Non-Exclusive Services. Employee agrees that she will, during the employment term, devote her working time, attention and best efforts to the performance of the duties as aforesaid and to the business and interests of the Companies, and she shall perform such duties as may be assigned to her ably, faithfully and diligently. Employee hereby represents and warrants that she is not now subject to any agreement which is or would be inconsistent or in conflict with her obligations hereunder.

3. Compensation.

(a) Base Salary. As compensation for the services to be rendered by Employee under the Agreement, Vystar agrees to pay, and Employee agrees to accept a base salary at the annualized rate of $180,000, plus the signing bonus as total compensation. Employee’s salary shall be payable in accordance with the Company’s regular payroll practices, subject to withholding and other applicable taxes.

(b) Bonus. Employee shall be eligible to receive compensation under the Company’s Executive Incentive Plan. The specific goals criteria and target for earning such compensation will be mutually agreed upon by the Parties within the context of the Employee Incentive Plan and in good faith by the Parties.

All of Employee’s compensation is subject to deductions for regular payroll taxes and withholding, as required by State and Federal law, as well as other deductions that Employee authorizes.

(c) Stock Incentives. Employee shall receive the stock incentives set forth on the attached Exhibit A.

(d) Fringe Benefits. Employee also shall be entitled to the following benefits in each year of the Agreement:

(i) Employee shall be eligible to participate in the Company’s various benefit plans (including health, dental, life, disability and retirement) on the same basis as the Company’s other employees; and

(ii) Employee shall be eligible to receive the Company’s various paid time off benefits (including paid vacations and holidays) on the same basis as the Company’s other employees.

4. Confidentiality. Employee is aware that the Companies develop and utilize, and that she has had and will continue to have, access to valuable technical and nontechnical trade secrets and confidential information including, but not limited to, knowledge, information and materials about the Companies’ trade secrets, mailing lists, methods of operation, advertiser lists, advertisers, customer lists, customers or clients, products, services, know-how, business plans and confidential information about financial, marketing, pricing, compensation and other proprietary matters relating to the Companies which are not in the public domain (“Confidential Information”), all of which constitutes a valuable part of the assets of the Companies which the Companies seek to protect.

Accordingly, Employee shall not at any time during or after the termination of her employment by the Companies for any reason, reveal, disclose or make known to any person (other than as may be required by law or in the performance of her duties), or use for her own or another’s account or benefit, any such Confidential Information, whether or not developed, devised or otherwise created in whole or in part by the efforts of Employee.

Employee represents and warrants that she has not revealed, disclosed or made known to any person (other than as may be required by law or in the performance of her duties), or used for her own or another’s account or benefit, any such Confidential Information, whether or not developed, devised or otherwise created in whole or in part by the efforts of Employee.

Upon cessation of Employee’s employment, no documents, records or other matter or information belonging to the Companies, whether prepared by Employee or otherwise, and relating in any way to the business of the Companies, shall be taken or kept by Employee without the written consent of the Companies.

5. Innovations.

(a) Employee hereby assigns, transfers and conveys to Vystar and its successors and assigns the entire right, title, and interest in any and all inventions, processes, procedures, systems, discoveries, designs, configurations, technology, works of authorship, trade secrets and improvements (whether or not they are made, conceived or reduced to practice during working hours or using any of the Companies’ data or facilities) (collectively, “Innovations”) which Employee makes, authors, conceives, reduces to practice or otherwise acquires during any period of her employment by Vystar (either solely or jointly with others), and which are related to the Companies’ present or planned business, the Companies’ services or products, and any and all patents, copyrights, trademarks, trade names and applications therefor, in the United States and elsewhere, relating thereto. The Innovations shall be the sole property of Vystar and shall at all times be held by Employee in a fiduciary capacity for the sole benefit of Vystar.

(b) All such Innovations that consist of works of authorship capable of protection under copyright laws shall be prepared by Employee as works made for hire, with the understanding that Vystar shall own all of the exclusive rights to such works of authorship under the United States copyright law and all international copyright conventions and foreign laws. The foregoing notwithstanding, to the extent that any such Innovations is not deemed a work made for hire, Employee hereby assigns to Vystar the entire right, title, and interest in such Innovations and any and all patents, copyrights, trademarks, trade names and applications therefor, in the United States and elsewhere, relating thereto.

(c) Employee shall maintain adequate and current written records of all such Innovations, which shall be available to and remain the sole property of Vystar at all times. Employee shall promptly disclose to Vystar the details of any and all such Innovations and shall provide Vystar with all information relative thereto. Employee, without further compensation, shall fully cooperate with and assist Vystar in obtaining and enforcing for its own benefit patents and copyright registrations on and in respect of such Innovations in all countries in all ways that Vystar may request, to secure and enjoy the full benefits and advantages of such Innovations, including executing any and all documents that Vystar deems necessary to obtain, maintain, and/or enforce its rights in such Innovations and providing any testimony required to obtain, maintain, and/or enforce such Innovations. Employee agrees, for herself, and her heirs, legal representatives and assigns, without further compensation, to execute further assignments and other lawful documents as Vystar may reasonably request to effectuate fully the assignment. Employee understands that her obligations under the section shall continue after the termination of her employment by Vystar.

6. Injunctive Relief. Employee acknowledges that the restrictions contained in Sections 4 and 5 above, in view of the nature of the business in which the Companies are engaged, are reasonable and necessary to protect the legitimate interests of the Companies. Employee understands that the remedies at law for her violation of any of the covenants or provisions of Sections 4 and 5 may be inadequate, that such violations may cause irreparable injury within a short period of time, and that the Companies shall be entitled to seek preliminary injunctive relief and other injunctive relief against such violation. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies the Companies shall have in law and equity for the enforcement of those covenants and provisions.

7. Severance Benefits.

(a) Termination Without Cause Severance Benefits. As set forth in Section 1 above, Employee’s employment by Vystar is on an at-will basis. However, in the event of that Employee’s employment is involuntarily terminated without Cause (as defined below) and for reasons unrelated to Employee’s death or disability, or a Change of Control (as defined below), (i) the Company will pay Employee severance in an amount which is equivalent to her weekly salary (at the rate then in effect) for fifty-two (52) weeks, and (ii) if Employee is a participant in Vystar’s group health plan and she elects continuation of coverage either under COBRA or an Exchange under the Affordable Care Act, Vystar will reimburse her in an amount equal to the Company’s share of her prior health and dental insurance premium payment covering her 52-week severance period.

For the purposes of the Section 8(a), “Cause” means (i) willful and deliberate misconduct by Employee, such as being under the influence of drugs or alcohol on the job, dishonesty, misappropriation of assets, insubordination or refusal to follow reasonable directives and other misconduct of comparable magnitude and kind; (ii) willful neglect of duty or other material breach of the Agreement by Employee; (iii) commission of any act of fraud involving Vystar, involvement in any material conflict of interest or self-dealing involving Vystar, or conviction of a felony or any offenses involving moral turpitude or any criminal offense involving Vystar; (iv) any act or omission by Employee which has a material adverse effect on the business activities, financial condition, affairs or reputation of Vystar; (v) violation of any of Vystar’s policies or (vi) Employee’s failure or refusal to perform a substantial or important portion of her duties under the Agreement (for a reason other than illness or incapacity), which failure or refusal continues for thirty (30) days after Vystar’s written notice to Employee, which notice reasonably informs her of such failure or refusal, and he fails to cure such failure within such 30-day period (the determination as to whether the Employee has cured such failure will be determined by Vystar’s Board in its sole discretion).

(b) Change-in-Control Severance Benefits. In the event that Employee’s employment involuntarily terminates as a result of Vystar’s “change in control” (as defined below), Employee will be paid severance in an amount which is equivalent to her regular bi-weekly salary (at the rate then in effect) for a period of twenty-four (24) months; provided, however, that Employee will not be entitled to such severance payments or the continuation of such severance payments, as the case may be, if Employee violates any of her obligations under Sections 4 and 5 above. For the purposes of the provision, a “change of control” is defined as (i) a merger or consolidation of Vystar in which the stockholders of Vystar immediately prior to such transaction would own, in the aggregate, less than 50% of the total combined voting power of all classes of capital stock of the surviving entity normally entitled to vote for the election of directors of the surviving entity, and is a change of ownership under Treasury Regulations Section 1.409A-3(i)(5)(v) or a change in effective control of Vystar under Treasury Regulation Section 1.409A-3(i)(5)(vi) or (ii) the sale of a substantial portion of Vystar’s assets, as defined under Treasury Regulation Section 1.409A-3(i)(5)(vii), in one transaction or in a series of related transactions.

(c) Separation Agreement. As a prerequisite to receiving any severance pay or benefits under the Agreement, Employee shall be required to sign a separation agreement, including a release of claims against Vystar and its affiliated entities, excluding Murida Furiniture Co., Inc., dba Rotmans Furniture and their employees, officers, and directors. Such severance payments shall be paid according to Vystar’s regular payroll schedule and shall be subject to and reduced by regular payroll taxes and withholding, and the first installment of the severance payments shall be paid on the Company’s first regular pay day following the expiration of the separation agreement’s seven-day revocation period.

(d) Section 409A. The Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted and construed and administered consistent with that intent. Without limiting the foregoing, the use of the concept of “termination of employment” shall mean a “separation from service with the employer” within the meaning of Treasury Regulation Section 1.409A-3(a)(1).

8. Mediation/Arbitration of Disputes. In the event of a dispute between the Parties, Employee and Vystar agree to work cooperatively to resolve the dispute amicably at appropriate, mutually determined management levels. In the event that a resolution at such management levels does not occur, either party may submit the dispute to mediation. Both Parties shall agree on one mediator and participate in said mediation in good faith. If the matter has not been resolved pursuant to mediation within sixty (60) days of the commencement of such procedure, which may be extended by mutual agreement of the Parties, the dispute shall be settled by final and binding arbitration in Worcester, Massachusetts in accordance with the rules then prevailing of the American Arbitration Association. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction, and each party shall bear her or its own costs, including attorneys’ fees. Notwithstanding the foregoing, any dispute relating Employee’s obligations pursuant to Sections 4 and 5 above shall not be subject to the mediation/arbitration provisions set forth in the Section.

9. Agreement Binding Upon Successors. The Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns, personal representatives, heirs, legatees and beneficiaries, provided, however, that Employee may not delegate her duties and obligations hereunder to any other person, and further provided that no assignment of the Agreement by Vystar shall relieve Vystar of any of its obligations under the terms of the Agreement.

10. Waiver of Breach. The waiver of either party hereto of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach by either Vystar or Employee. The failure to enforce any provision(s) of the Agreement shall not be construed as a waiver of such provision(s).

11. Severability. It is the desire and intent of the Parties that the provisions of the Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Each provision of the Agreement or part thereof shall be severable. If for any reason any provision or part thereof of the Agreement is finally determined to be invalid and contrary to, or in conflict with any existing or future law or regulation of a court or agency having valid jurisdiction, such determination shall not impair the operation or affect the remaining provisions of the Agreement, and such remaining provisions will continue to be given full force and effect and bind each party.

12. Notices. Any notices or other communications required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by registered or certified mail, return receipt requested, postage prepaid, to the address listed below for the Parties, or to such other address as any party may hereafter direct in writing to the other party.

13. Entire Agreement; Amendment. The Agreement contains the entire agreement of the Parties and supersedes any and all prior agreements between the Parties. It may not be changed orally but only by an agreement in writing signed by both Parties hereto.

14. Governing Law. The Agreement is made in, and shall be governed by, the laws of the Commonwealth of Massachusetts without reference to its conflict of laws provisions.

IN WITNESS WHEREOF, the Parties hereto, individually or by their duly authorized representatives, have executed and delivered the Agreement to be effective as of the day and year first above written.

EXHIBIT A

STOCK INCENTIVES