Brooklyn ImmunoTherapeutics : EXECUTIVE EMPLOYMENT AGREEMENT (Form 8-K)


EXECUTIVE EMPLOYMENT AGREEMENT

BROOKLYN IMMUNOTHERAPEUTICS, INC

This EXECUTIVE EMPLOYMENT AGREEMENT (this ‘Agreement’) dated as of June 16, 2021, is entered by and between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the ‘Company’), and Sandra Gurrola (‘Executive’) and will be effective as of June 21, 2021 (the ‘Effective Date’). Each of the Company and Executive are a ‘Party,’ and collectively, they are the ‘Parties.’

WHEREAS, the Company wishes to employ Executive as of the Effective Date; and

WHEREAS, Executive wishes to be employed by the Company as of the Effective Date.

NOW THEREFORE, in consideration of the above recitals, which are incorporated herein, the mutual covenants and mutual benefits set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and Executive agree as follows:

1.Representations and Warranties. Executive represents and warrants to the Company that Executive is not bound by any restrictive covenants or other obligations or commitments of any kind that would in any way prevent, restrict, hinder or interfere with Executive’s acceptance of employment under the terms and conditions set forth herein or the performance of all duties and services hereunder to the fullest extent of Executive’s ability and knowledge, other than the Asset Purchase Agreement dated September 18, 2020, as amended, between Brooklyn Immunotherapeutics, Inc. (fka NTN Buzztime, Inc.) and eGames.com Holdings, LLC (the ‘APA’), regarding which Executive and Company have obtained a waiver pursuant to the APA. Executive understands and acknowledges that Executive is not expected or permitted to use or disclose confidential information belonging to any prior employer in the course of performing Executive’s duties for the Company.

2.Term of Employment. As of the Effective Date, the Company will employ Executive and Executive accepts employment by the Company on the terms and conditions herein that shall commence on the Effective Date and shall continue until terminated pursuant to Section 5 (the ‘Employment Period’). Notwithstanding anything set forth in Section 5 and for the avoidance of doubt, Executive’s employment is on an at-will basis, meaning that Executive or the Company can terminate Executive’s employment at any time for any reason or no reason, with or without notice. The at-will nature of Executive’s employment cannot be changed except by written agreement signed by Executive and the Company.

3.Duties and Functions.

(a) Executive shall be employed as the Vice President of Finance of the Company (‘VP Finance’) and shall report to the Chief Executive Officer/President (the ‘Supervisor’).

(b) Executive agrees to undertake the duties and responsibilities inherent in the positions of VP Finance, which may encompass different or additional duties as may, from time to time, be assigned by Executive’s Supervisor, or the Supervisor’s designee, and the duties and responsibilities undertaken by Executive may be altered or modified from time to time by Supervisor, or by the Supervisor’s designee. Executive’s duties shall include but not be limited to those duties set forth on Addendum A. Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any change thereof which may be adopted at any time by the Company. Notwithstanding the foregoing, during the COVID-19 pandemic, business related travel will be subject to the Supervisor’s and Executive’s good faith determination that business related travel is necessary. All applicable COVID-19 travel restrictions, state, local and federal health and safety guidelines, and Company policies should be considered in connection with any travel activities.

(c) During the Employment Period, Executive will devote Executive’s full time and efforts to the business of the Company and will not, without the consent of the Company, engage in consulting work or any trade or business for Executive’s own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of Executive’s duties hereunder in any way, other than transition-related duties as set forth in the Consulting Agreement dated June 16, 2021 and effective June 18, 2021, between eGames.com Holdings, LLC and Sandra Gurrola. Executive’s principal place of employment shall be El Cajon, California with travel required from time-to-time as necessary for the performance of Executive’s job duties.

4.Compensation.

(a) Base Salary: As compensation for Executive’s services hereunder, the Company agrees to pay Executive a base salary at an annual rate of Two Hundred and Twenty Thousand Dollars ($220,000), payable in accordance with the Company’s normal payroll schedule, but in no event less frequently than monthly. Executive’s base salary shall be reviewed annually by the Board or the Compensation Committee thereof and subject to increase from time to time in the Board’s and/or the Compensation Committee’s sole discretion.

(b) Bonus: Beginning with calendar year 2021, Executive shall be eligible to receive an annual cash bonus award in an amount up to thirty-five percent (35%) of Executive’s base salary upon achievement of reasonable performance targets set by the Board or the Compensation Committee thereof in its sole discretion. Such targets shall be based in part upon performance of the Company, and in part on Executive’s individual performance. The bonus shall be determined by the Board or the Compensation Committee thereof in its sole discretion and paid annually by March 15 of the year following the performance year on which such bonus is based. Except as contemplated by Section 5(c)(i) below, Executive’s receipt of the bonus, if any, is conditioned on Executive’s continued employment in good standing as of the date on which such bonus is paid, and any such bonus will not be considered earned until such payment date. Executive’s bonus opportunity shall be reviewed annually by the Board or the Compensation Committee thereof and subject to adjustment to reflect Executive’s performance in the Board’s and/or the Compensation Committee’s sole discretion. Executive’s bonus for 2021 shall be prorated for the number of days of employment in calendar year 2021 from the Effective Date.

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(c) Equity Compensation:

(i) On the Effective Date, in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, Executive shall be granted a time-based restricted stock unit grant (the ‘RSU Grant’) covering thirty-five thousand (35,000) shares of the Company’s common stock. The RSU Grant shall vest in four equal annual installments beginning on the first anniversary of the Effective Date, subject to Executive’s continued employment with the Company through the relevant vesting date, and shall be settled by March 15 of the year following the relevant vesting date.

(ii) All other terms and conditions of the RSU Grant shall be the same as the Company’s standard forms of grant agreements. The RSU Grant is intended to constitute an ’employment inducement grant’ in accordance with the employment inducement grant rules set forth in Section 711(a) of the NYSE American LLC Company Guide, and is offered as an inducement material to Executive in connection with the Company’s hiring of Executive.

(iii) Commencing in 2022, Executive shall be eligible to receive an equity award under the applicable equity incentive plan of the Company as then in effect, as determined by the Compensation Committee based on Executive’s performance.

(d) Other Expenses: In addition to the compensation provided for above, the Company agrees to pay or to reimburse Executive during Executive’s employment for all reasonable, ordinary and necessary, properly documented, business expenses incurred in the performance of Executive’s services hereunder in accordance with Company policy in effect from time to time; provided, however, that the amount available to Executive for such travel, entertainment and other expenses may require advance approval from Executive’s Supervisor. Executive shall submit vouchers and receipts for all expenses for which reimbursement is sought. Executive shall also receive $50/month for costs associated with using…



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