DPDW Deep Down Inc (QB)

On September 12, 2019, Deep Down, Inc. (the “Company”) entered into an employment agreement with Mr. Micah Simmons (the “Simmons Employment Agreement”). The Simmons Employment Agreement provides for Mr. Simmons to serve as the Company's Chief Operating Officer for three (3) years effective September 23, 2019, subject to earlier termination in accordance with the terms of the Simmons Employment Agreement. Mr. Simmons is referred to herein as the “Executive.”

Under the terms of the Employment Agreement, the Executive is entitled to receive an annual base salary (the amount of which is $245,000), subject to annual adjustment by the Company’s board of directors (the “Board”). The Executive is also entitled to receive an annual bonus as determined by the Board’s Compensation Committee. Further, the Employment Agreement provides that the Executive is eligible to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to all other peer executives of the Company, to receive fringe benefits in accordance with the plans, practices, programs and policies of the Company for other peer executives, and to receive reimbursement for reasonable business expenses. In the event of a change of control (as defined in the Employment Agreement), the awards and grants to the Executive that are comprised of or based upon equity securities under the Company’s plans, practices, policies and programs will immediate vest.

In the event of termination of the Executive’s employment for any reason, the Executive will be entitled to receive all accrued, unpaid salary and vacation time through the date of termination and all benefits to which the Executive is entitled or vested under the terms of all employee benefit and compensation plans, agreements and arrangements in which the Executive is a participant as of the date of termination. In addition, subject to executing a general release in favor of the Company, the Executive will be entitled to receive certain severance payments in the event his employment is terminated by the Company “other than for cause” or by the Executive with “good reason.”

The Executive has agreed to not, during the respective term of his employment and for a one-year period after his termination, engage in Competition (as defined in the Employment Agreement) with the Company, solicit business from any customer or potential customer of the Company, solicit the employment or services of any person employed by or a consultant to the Company on the date of termination or with six months prior thereto, or otherwise knowingly interfere with the business or accounts of the Company or any of its subsidiaries.

In connection with entering into the Employment Agreement, the Company has granted 200,000 shares of restricted stock to the Executive, 50,000 of which were vested upon grant, with the remainder to vest in equal installments on September 23, 2020, 2021 and 2022.

The foregoing description of the Simmons Employment Agreement contained herein is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.