Item 1.01 Entry into a Material Definitive Agreement.

GPO Plus, Inc. (the “Company”) appointed Laurence Ruhe as the Chief Financial Officer of the Company and as an advisor to the Board of Directors of the Company effective as of November 1, 2021. Effective as of December 3, 2021, the Company appointed Ron McCormick as the President of the Company and a member of the Board of Directors. Effective as of December 29, 2021, the Company appointed Wayne Smeal as the Chief Operating Officer of the Company and a member of the Board of Directors. 

Employment Agreement with the Chief Financial Officer

Pursuant to the terms of the Employment Agreement effective as of November 1, 2021, with Laurence Ruhe (the “Executive”), the Executive will be the Chief Financial Officer of the Company and as advisor to the Board of Directors for three years, with automatic renewals for additional one-year periods as long as either party did not notify the other within 30 days prior to termination that it does not desire to renew the agreement. The Company agreed to pay the Executive $60,000 per year, but if the Company does not have sufficient funds the salary shall accrue. The Company granted the Executive (i) 15,000 shares of common stock pursuant to its Form S-8 which shall vest May 1, 2022; (ii) 50,000 restricted shares which shall vest May 1, 2022; and (iii) 10,000 shares per month over the next 3 years, to vest quarterly contingent on milestones to be determined between the Company and the Executive.

If either party terminates the agreement within the first 180 days of the Agreement, all compensation, benefits, commissions, stock options, stock purchase rights, and any and all other rights of the Executive under the Agreement which have vested prior to such termination will be retained by Executive. During the first 12 months of the employment period, either party may terminate the Agreement for any reason and then the Executive will only be entitled to what he previously earned. If the Agreement is terminated for good reason or with cause (as defined in the Agreement), the Executive will be entitled to receive his then-current salary for the remainder if any, of the current years of the Agreement as if the Agreement had not been terminated prior to the end of such period, as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits. Notwithstanding the foregoing, if the Executive terminates the Agreement pursuant to a change of control of the Company, the Executive will be entitled to receive his then-current salary for the remainder, if any, of the current calendar year of the Agreement plus an additional one year salary, payable in twelve (12) equal monthly installments, as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits.

For all the terms and conditions of the Employment Agreement with the Executive, reference is hereby made to such agreement annexed hereto as Exhibit 10.1. All statements made herein concerning the foregoing agreement are qualified by references to said exhibit.

Employment Agreement with the President and new Board member

Pursuant to the terms of the Employment Agreement effective as of December 3, 2021, with Ron McCormick (the “President”), the President will become a member of the Board of Directors of the Company and the President of the Company for three years, with automatic renewals for additional one-year periods as long as either party did not notify the other within 30 days prior to termination that it does not desire to renew the agreement. The Company agreed to pay the President $60,000 per year, but if the Company does not have sufficient funds the salary shall accrue. The Company granted the President (i) 55,000 shares of common stock pursuant to its Form S-8; (ii) 2,225,000 restricted shares; and (iii) 625,000 shares to vest over the next 3 years, with 62,500 shares to vest quarterly contingent on milestones to be determined between the Company and the President.

If either party terminates the agreement within the first 180 days of the Employment Agreement with the President (the “President Employment Agreement”), all compensation, benefits, commissions, stock options, stock purchase rights, and any and all other rights of the President under the Agreement which have vested prior to such termination will be retained by President. During the first 12 months of the employment period, either party may terminate the Agreement for any reason and then the President will only be entitled to what he previously earned. If the Agreement is terminated for good reason or with cause (as defined in the Agreement), the President will be entitled to receive his then-current salary for the remainder, if any, of the current years of the President Employment Agreement, as if said Agreement had not been terminated prior to the end of such period as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits. Notwithstanding the foregoing, if the President terminates the President Employment Agreement pursuant to change of control of the Company, the President will be entitled to receive his then-current salary for the remainder, if any, of the current calendar year plus an additional one year salary, payable in twelve (12) equal monthly installments, as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits.

For all the terms and conditions of the President Employment Agreement, reference is hereby made to such agreement annexed hereto as Exhibit 10.2. All statements made herein concerning the foregoing agreement are qualified by references to said exhibit.

For all the terms and conditions of the Chief Operations officer Employment Agreement, reference is hereby made to such agreement annexed hereto as Exhibit 10.3. All statements made herein concerning the foregoing agreement are qualified by references to said exhibit.

Employment Agreement with the Chief Operating Officer

Pursuant to the terms of the Employment Agreement effective as of December 29, 2021, with Wayne Smeal (the “COO”), the COO will become a member of the Board of Directors of the Company and the Chief Operating Officer of the Company for three years, with automatic renewals for additional one-year periods as long as either party did not notify the other within 30 days prior to termination that it does not desire to renew the agreement. The Company agreed to pay the President $60,000 per year, but if the Company does not have sufficient funds the salary shall accrue. The Company granted the COO (i) 55,000 shares of common stock pursuant to its Form S-8; (ii) 2,225,000 restricted shares; and (iii) 625,000 shares to vest over the next 3 years, with 62,500 shares to vest quarterly contingent on milestones to be determined between the Company and the COO.

If either party terminates the agreement within the first 180 days of the Employment Agreement with the President (the “COO Employment Agreement”), all compensation, benefits, commissions, stock options, stock purchase rights, and any and all other rights of the COO under the Agreement which have vested prior to such termination will be retained by COO. During the first 12 months of the employment period, either party may terminate the Agreement for any reason and then the President will only be entitled to what he previously earned. If the Agreement is terminated for good reason or with cause (as defined in the Agreement), the COO will be entitled to receive his then-current salary for the remainder, if any, of the current years of the COO Employment Agreement, as if said Agreement had not been terminated prior to the end of such period as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits. Notwithstanding the foregoing, if the COO terminates the COO Employment Agreement pursuant to change of control of the Company, the COO will be entitled to receive his then-current salary for the remainder, if any, of the current calendar year plus an additional one year salary, payable in twelve (12) equal monthly installments, as well as all previously awarded shares of stock of the Company, which shares shall be deemed vested, and any earned stock options, warrants, and benefits.

For all the terms and conditions of the Chief Operations officer Employment Agreement, reference is hereby made to such agreement annexed hereto as Exhibit 10.3. All statements made herein concerning the foregoing agreement are qualified by references to said exhibit.