AGREEMENT
Exhibit 10.1
This Agreement
(“Agreement”) is entered into by and between Park City
Group, Inc., a Nevada corporation (the “Company”),
Xxxxxxx X. Xxxxxx (“RKF”) and Fields Management, Inc.,
a Utah Corporation (“Fields”), to be effective as of
the 1st day of July 2017.
Recitals:
A.
This Agreement is
entered into in order to amend the terms and conditions of that
certain Services Agreement between Fields and the Company dated
effective July 1, 2013 (the “Services Agreement”) as
amended, and that certain Employment Agreement between RKF and
Company dated effective July 1, 2013 (the “Employment
Agreement”) as amended; and
B.
This Agreement will
alter the vesting schedules of currently existing stock grants held
by Fields and RKF
Now,
Therefore, in
consideration of the mutual covenants and promises contained in,
and the mutual benefits to be derived from this Agreement, and for
other good and valuable consideration, the Company, RKF and Fields
agree as follows:
1.
Section 2.
Term of the Services. of the
Services Agreement shall be amended to extend the Term one (1) year
and shall read as follows:
This
Agreement shall be effective as of July 1, 2013 (the
“Effective Date”) and continue pursuant to the terms
hereof until the 30th day of June 2022
(the “Initial
Term”), unless sooner terminated pursuant to the terms
hereof or extended at the sole discretion of the Company’s
Board of Directors. The Initial Term and any subsequent terms will
automatically renew for additional one year periods unless, six
months prior to the expiration of the then current term, either
party gives notice to the other that the Agreement will not renew
for an additional term. In the event of such written notice being
timely provided by the Company, Fields shall not be required to
perform any responsibilities or duties to the Company during the
final two months of the then-existing term. In such event, the
Company will remain obligated to Fields for all compensation and
other benefits set forth herein and in any written modifications
hereto.
2.
Section 4. (j)
Vacation, Sick days, etc.
shall be added to the Services Agreement as of the Effective Date
of the Services Agreement and shall read as follows:
(j) Vacations, Sick Days, etc.
Executive shall have four (4) weeks paid vacation and twelve (12)
days sick leave during each year he provides services. Vacation
days will accrue from year to year if not taken. Upon request of
Fields, Company will pay, in cash, any part of the accrued
vacation.
3.
Section 2. Term of
the Employment. of the
Employment Agreement shall be amended to extend the
Initial Term one (1) year and shall read as follows:
The
employment of Employee by the Company will continue pursuant to the
terms of this Agreement effective as of July 1, 2013 and end on the
30th day
of June, 2022 (the “Initial
Term”), unless sooner terminated pursuant to the terms
hereof or extended at the sole discretion of the Company’s
Board of Directors. The Initial Term and any subsequent terms will
automatically renew for additional one year periods unless, six
months prior to the expiration of the then current term, either
party gives notice to the other that the Agreement will not renew
for an additional term. In the event of such written notice being
timely provided by the Company, Employee shall not be required to
perform any responsibilities or duties to the Company during the
final two months of the then-existing term. In such event, the
Company will remain obligated to Employee for all compensation and
other benefits set forth herein and in any written modifications
hereto.
4.
Section 4. (d)
Vacation, Sick days, etc. shall be amended as of the Effective Date
of the Employment Agreement and shall read as follows:
(d) Vacations,
Sick days, etc. Employee shall have four (4) weeks paid
vacation and twelve (12) days sick leave during each year he is
employed. Vacation days will accrue from year to year if not taken.
Upon request of Employee, Company will pay, in cash, any part of
the accrued vacation.
5.
The stock grant
awarded to Fields pursuant to Subsection 4(h) of the Services
Agreement shall be amended such that the balance as of the date
hereof of the unvested stock in the amount of 480,000 shares will
be issued according to a pro-rata seven year vesting schedule
beginning on and the first issuance of which shall be on July 1,
2019.
6.
The stock grant
awarded to Fields pursuant to Subsection 4(h) of that certain
Services Agreement dated as of July 1, 2008 shall be amended such
that the balance of the unvested stock as of the date hereof in the
amount of 240,000 shares will be issued according to a pro-rata
three year vesting schedule beginning on and the first issuance of
which shall be on July 1, 2019.
7.
The stock grants
awarded to Fields and RKF dated as of February 18, 2011 shall be
amended such that the balance of the unvested stock as of the date
hereof in the amount of 56,743 shares will be issued according to a
pro-rata two year vesting schedule beginning on and the first
issuance of which shall be on July 1, 2019.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and signed the 8th day of May, 2018.
Park City Group, Inc., a Nevada
corporation
FIELDS MANAGEMENT, INC., a Utah corporation
By: /s/ Xx Xxxxxxxx
By: /s/ Xxxxxxx X.
Xxxxxx
Name: Xxxxxxx X. Xxxxxx, President
Name,
Title: Xx Xxxxxxxx, General Counsel
/s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
