Chief Financial Officer Offer Letter and Exhibit A

Exhibit 10.14

Mawson Infrastructure Group Inc

7/13/2023

William Harrison
777 Bayshore Drive

Apt 1602

Fort Lauderdale, FL 33304
***@***

Dear Sandy:

I am pleased to offer you a position with Mawson Infrastructure Group, Inc., (“Mawson” or the “Company”), as Chief Financial Officer. This is an exempt salaried and fulltime position. You will be reporting to Rahul Mewawalla, Chief Executive Officer and President. We are enthused about your new role at Mawson and look forward to a beneficial and productive working relationship.

This offer of employment is subject to the terms and conditions set forth in this letter and the attached Exhibit. To be certain that you understand and agree with the terms of your offer and employment, please review this letter carefully. If you are in agreement, please sign and date this letter along with the attached Proprietary Information and Invention Assignment and Arbitration Agreement (hereafter “Exhibit A”).

This offer is conditioned upon you presenting to Mawson evidence of your authorization to work in the United States and of your identity sufficient to allow Mawson to complete the Form 1-9 required by law on or before your first day of employment. This offer is also conditioned upon your execution and delivery of Exhibit A. In addition, this offer is conditioned upon a reference check performed by Mawson and/or a third-party provider. The terms and conditions of your at-will offer of employment with Mawson are set forth in this letter, Exhibit A, and Mawson’s employment and policies, which may be revised from time-to-time at the Company’s discretion.

1. Effective Date: Your start date in your new role will be 7/14/2023.

2. Compensation. Your annual base salary will be $250,000.00 and will be subject to applicable withholdings. You will be paid weekly on the Company’s regularly scheduled payroll dates. You may be eligible for a performance bonus up to $125,000.00 at the sole discretion of the company, at the split rate of 50% cash and 50% equity at the sole discretion of the Company. You will also be eligible for RSUs equal to 100% of your annual base salary that shall vest upon your annual anniversary from the Effective Date. The Company has the right to change the composition, targets, and amount of the monthly bonuses and commission arrangement at its discretion. The determination of your commission and/or bonus arrangement, if any, will be in the sole discretion of the Company.

3. Job Duties. Your general job duties and the essential functions of your position with Mawson are as expected of your job title. Company reserves the right to change, modify, and/or revise your job duties, title, and responsibilities, including your essential job duties, at its sole discretion.

4. Work Location. You are being hired as a “remote” employee, meaning you are not assigned to a specific office and will largely be working from home and/or at the client’s offices as the business needs dictate. As part of your job duties, you may be required to travel extensively both domestically and internationally. Regardless of where you work, you are expected to devote your full attention during working hours to the Company’s business and the performance of your job duties. Additionally, you are expected to maintain and safeguard all of the Company’s physical and intellectual property and confidential information, consistent with your obligations as set forth in Exhibit A.

5. Policies. In addition to abiding by Exhibit A, as a condition of your at-will employment, you are expected to fully comply with Mawson’s employment policies and procedures as set forth in the Employee Handbook and related documents.

6. Benefits. You will be eligible to participate in any employee benefit plan that the Company has adopted or may adopt, maintain, or contribute to or for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements. your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify, amend or terminate any employee benefit plan at any time.

7. At-Will. Your employment with Mawson is at-will, and either you or Mawson may terminate the employment relationship at any time with or without notice for any reason. Further, Mawson can modify the terms and conditions of your employment with or without notice, at any time. No one at Mawson has the authority to modify the at-will nature of your employment except for the Chief Executive Officer of Mawson and any such modification must be in writing signed by both you and the Chief Executive Officer of Mawson.

8. Paid Time Off and Paid Holidays. As a full-time employee, you will accrue 20 days paid time off and 10 days sick paid time off per anniversary year. Additionally, you will also be entitled to 12 paid company holidays.

9. Prior Agreements. This letter along with Exhibit A supersedes any and all prior verbal or written agreements or representations regarding your employment with Mawson. You agree that you are not relying upon any statements made to you outside this letter and Exhibit A in accepting employment with Mawson. Mawson also asks that you disclose to Mawson any and all agreements relating to prior employment that may affect your eligibility to be employed by Mawson or limit the manner in which you may be employed. It is Mawson’s understanding that any such agreement/s will not prevent you from performing the duties of your position and you represent that such is the case. Similarly, you agree not to bring any third party confidential or proprietary information to Mawson, including that of a former employer, and that in performing your duties for Mawson you will not in any way utilize any such information.

10. Offer. We hope you will accept this offer by electronically signing this letter and Exhibit A. If you do not accept this offer in writing, the offer will be automatically withdrawn.

We are excited to have you join our team. If you have any questions, please feel free to contact me directly at ***@***

Sincerely,

I agree and accept the above offer on the terms and conditions described in this letter and attached Proprietary Information and Invention Assignment and Arbitration Agreement

		7/17/2023
Signature		Date
Name

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