EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”), by and between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and Eric Mosser (“Executive”).

RECITALS The Company wishes to employ Executive as Chief Executive Officer, and Executive wishes to accept employment, on the terms below. The Board has approved this Agreement and the related equity grants.

AGREEMENT

(b)       Initial Equity Grants. On the Effective Date the Company shall grant under the 2020 Plan (as amended): (i) 3,000,000 restricted shares of common stock at Fair Market Value; 600,000 shares vest immediately and the remaining 2,400,000 shares vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service; and (ii) options to purchase 3,000,000 shares at 100% of Fair Market Value; 600,000 options vest immediately and the remaining 2,400,000 options vest in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.

(c)       Annual Performance Equity Grant. Beginning on the Effective Date and each anniversary thereafter during the Term, the Board may, in its sole discretion and based on Executive’s performance against Board-established metrics (such as financial targets, operational milestones, or strategic goals), grant Executive non-qualified stock options equal to up to 3% of the Company’s then-outstanding shares of Common Stock (calculated on a fully-diluted basis immediately prior to the grant, rounded up to the nearest whole share) under the Plan. Each such grant, if awarded, shall vest 25% immediately on the grant date and 25% at the end of each of the following three fiscal quarters, subject to Executive’s continued service.

The forms of the Restricted Stock Award Agreement and both Non-Qualified Stock Option Agreements are attached as Exhibits C and D hereto and are incorporated by reference.

(d)       Change in Control Acceleration. All unvested equity awards (including the Initial Equity Grants and any outstanding Annual Performance Equity Grants) shall immediately vest in full upon the consummation of a Change in Control. A “Change in Control” means the consummation of any of the following (in one transaction or a series of related transactions): (i) any merger, consolidation, reorganization, asset contribution, business combination, or similar transaction involving the Company or any of its subsidiaries (whether or not the Company is the surviving entity); (ii) the sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company or its subsidiaries; (iii) any acquisition by any person or group of beneficial ownership of securities representing more than fifty percent (50%) of the voting power of the Company; or (iv) any other transaction that results in a change in control of the Company or any subsidiary, as determined by the Board in good faith.

(e)       Asset-Sale Continuity Protection. Notwithstanding anything to the contrary, if a Change in Control consists solely of a sale, lease, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or any subsidiary and does not result in a change in control of Kaival Brands Innovations Group, Inc. itself (i.e., the current officers and directors of the Company remain in place following the transaction), and if Executive is still employed by the Company (or its successor) immediately following the closing of such transaction, then: (i) this Agreement shall automatically renew for a fresh three-year term commencing on the last day of the calendar month in which the Change in Control transaction closed; and (ii) the on the same day Company shall issue (A) 6,000,000 new non-qualified stock options at Fair Market Value (1,500,000 vest immediately and the remaining 4,500,000 vest in equal quarterly installments of 375,000 options at the end of each fiscal quarter over the ensuing twelve (12) quarters, subject to continued service) and (B) a new 3% Annual Performance Equity Grant as the initial grant for the renewed term. The Board (or the board of the successor entity) shall promptly confirm in writing that the conditions of this subsection have been satisfied.

(f)       Anti-Dilution Adjustments. All equity grants shall receive standard anti-dilution adjustments under the 2020 Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Exhibit A – Restrictive Covenants

RESTRICTIVE COVENANTS

1.       Confidentiality. During the term of employment and at all times thereafter, Executive shall keep confidential and shall not use or disclose to any third party any Confidential Information of the Company or its subsidiaries, except as required in the performance of Executive’s duties or as required by law. “Confidential Information” means all non-public information relating to the Company’s business, products, technology, customers, suppliers, strategies, financial data, trade secrets, and any other proprietary information.

2.       Intellectual Property Assignment. All inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, developed, or made by Executive during the term of employment shall be the sole and exclusive property of the Company. Executive hereby assigns all right, title, and interest in such intellectual property to the Company and agrees to execute any documents necessary to perfect the Company’s ownership.

3.       Remedies. Executive acknowledges that any breach of this Exhibit A could cause irreparable harm to the Company for which monetary damages would be inadequate. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

4.       Survival. The obligations under this Exhibit A shall survive the termination of Executive’s employment for any reason.

Exhibit B – Good Reason Definition DEFINITION OF GOOD REASON

“Good Reason” means the occurrence of any of the following without Executive’s prior written consent: (i) a material diminution in Executive’s authority, duties, or responsibilities; (ii) a material reduction in Executive’s base salary; (iii) a requirement that Executive relocate more than fifty (50) miles from the Company’s principal executive offices; or (iv) any material breach by the Company of this Agreement.

To constitute Good Reason, Executive must provide written notice to the Company of the existence of the condition within ninety (90) days of its initial existence, and the Company shall have thirty (30) days to cure. If the condition is not cured within the cure period, Executive must terminate employment within thirty (30) days after the end of the cure period.

Exhibit C – Restricted Stock Award Agreement (attached).

Exhibit D – Non-Qualified Stock Option Agreements (both attached).

RSA Award Agreement (Exhibit C)

RESTRICTED STOCK AWARD AGREEMENT Under the Amended and Restated 2020 Stock and Incentive Compensation Plan

Grant Date: March 31, 2026

Grantee: Eric Mosser

Number of Shares: 3,000,000

Kaival Brands Innovations Group, Inc. (the “Company”) hereby grants to the Grantee named above a Restricted Stock Award of 3,000,000 shares of common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting Schedule:

All other terms are governed by the Plan and the Employment Agreement dated March 31 , 2026 between the Company and the Grantee.

Initial NQSO Award Agreement (3M Grant – Exhibit D)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and Restated 2020 Stock and Incentive Compensation Plan

Grant Date: March 31, 2026

Grantee: Eric Mosser

Number of Options: 3,000,000

Exercise Price: 100% of Fair Market Value on Grant Date ( $0.0152 )

Kaival Brands Innovations Group, Inc. (the “Company”) hereby grants to the Grantee named above non-qualified stock options to purchase 3,000,000 shares of common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting Schedule:

All other terms are governed by the Plan and the Employment Agreement dated March 31 , 2026 between the Company and the Grantee.

3% Annual Performance Equity Grant NQSO Award Agreement (Annual Template)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and Restated 2020 Stock and Incentive Compensation Plan

Grant Date: March 31, 2026

Grantee: Eric Mosser

Number of Options: 586,060

Exercise Price: 100% of Fair Market Value on Grant Date ( $0.0152 )

Kaival Brands Innovations Group, Inc. (the “Company”) hereby grants to the Grantee named above non-qualified stock options under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”) pursuant to Section 3(c) of the Employment Agreement dated March 31, 2026.

Vesting Schedule:

All other terms are governed by the Plan and the Employment Agreement dated March 31, 2026 between the Company and the Grantee.

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”), by and between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and Eric Morris (“Executive”).

RECITALS The Company wishes to employ Executive as Chief Financial Officer, and Executive wishes to accept employment, on the terms below. The Board has approved this Agreement and the related equity grants.

AGREEMENT

(b)       Initial Equity Grants. On the Effective Date the Company shall grant under the 2020 Plan (as amended): (i) 3,000,000 restricted shares of common stock at Fair Market Value; 600,000 shares vest immediately and the remaining 2,400,000 shares vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service; and (ii) options to purchase 3,000,000 shares at 100% of Fair Market Value; 600,000 options vest immediately and the remaining 2,400,000 options vest in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.

The forms of the Restricted Stock Award Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits C and D hereto and are incorporated by reference.

(c)       Change in Control Acceleration. All unvested equity awards shall immediately vest in full upon the consummation of a Change in Control. A “Change in Control” means the consummation of any of the following (in one transaction or a series of related transactions): (i) any merger, consolidation, reorganization, asset contribution, business combination, or similar transaction involving the Company or any of its subsidiaries (whether or not the Company is the surviving entity); (ii) the sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company or its subsidiaries; (iii) any acquisition by any person or group of beneficial ownership of securities representing more than fifty percent (50%) of the voting power of the Company; or (iv) any other transaction that results in a change in control of the Company or any subsidiary, as determined by the Board in good faith.

(d)       Asset-Sale Continuity Protection. Notwithstanding anything to the contrary, if a Change in Control consists solely of a sale, lease, transfer, or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or any subsidiary and does not result in a change in control of Kaival Brands Innovations Group, Inc. itself (i.e., the current officers and directors of the Company remain in place following the transaction), and if Executive is still employed by the Company (or its successor) immediately following the closing of such transaction, then: (i) this Agreement shall automatically renew for a fresh three-year term commencing on the last day of the calendar month in which the Change in Control transaction closed; and (ii) and the Company shall issue 6,000,000 new non-qualified stock options at Fair Market Value (1,500,000 vest immediately and the remaining 4,500,000 vest in equal quarterly installments of 375,000 options at the end of each fiscal quarter over the ensuing twelve (12) quarters, subject to continued service). The Board (or the board of the successor entity) shall promptly confirm in writing that the conditions of this subsection have been satisfied.

(e)       Anti-Dilution Adjustments. All equity grants shall receive standard anti-dilution adjustments under the 2020 Plan.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Exhibit A – Restrictive Covenants

RESTRICTIVE COVENANTS

1.       Confidentiality. During the term of employment and at all times thereafter, Executive shall keep confidential and shall not use or disclose to any third party any Confidential Information of the Company or its subsidiaries, except as required in the performance of Executive’s duties or as required by law. “Confidential Information” means all non-public information relating to the Company’s business, products, technology, customers, suppliers, strategies, financial data, trade secrets, and any other proprietary information.

2.       Intellectual Property Assignment. All inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, developed, or made by Executive during the term of employment shall be the sole and exclusive property of the Company. Executive hereby assigns all right, title, and interest in such intellectual property to the Company and agrees to execute any documents necessary to perfect the Company’s ownership.

3.       Remedies. Executive acknowledges that any breach of this Exhibit A could cause irreparable harm to the Company for which monetary damages would be inadequate. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

4.       Survival. The obligations under this Exhibit A shall survive the termination of Executive’s employment for any reason.

Exhibit B – Good Reason Definition

DEFINITION OF GOOD REASON

“Good Reason” means the occurrence of any of the following without Executive’s prior written consent: (i) a material diminution in Executive’s authority, duties, or responsibilities; (ii) a material reduction in Executive’s base salary; (iii) a requirement that Executive relocate more than fifty (50) miles from the Company’s principal executive offices; or (iv) any material breach by the Company of this Agreement.

To constitute Good Reason, Executive must provide written notice to the Company of the existence of the condition within ninety (90) days of its initial existence, and the Company shall have thirty (30) days to cure. If the condition is not cured within the cure period, Executive must terminate employment within thirty (30) days after the end of the cure period.

Exhibit C – Restricted Stock Award Agreement (attached).

Exhibit D – Non-Qualified Stock Option Agreement (attached).

RSA Award Agreement (Exhibit C)

RESTRICTED STOCK AWARD AGREEMENT Under the Amended and Restated 2020 Stock and Incentive Compensation Plan

Grant Date: March 31, 2026

Grantee: Eric Morris

Number of Shares: 3,000,000

Kaival Brands Innovations Group, Inc. (the “Company”) hereby grants to the Grantee named above a Restricted Stock Award of 3,000,000 shares of common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting Schedule:

All other terms are governed by the Plan and the Employment Agreement dated March 31, 2026 between the Company and the Grantee.

Initial NQSO Award Agreement (3M Grant – Exhibit D)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and Restated 2020 Stock and Incentive Compensation Plan

Grant Date: March 31, 2026

Grantee: Eric Morris

Number of Options: 3,000,000

Exercise Price: 100% of Fair Market Value on Grant Date ( $0.0152 )

Kaival Brands Innovations Group, Inc. (the “Company”) hereby grants to the Grantee named above non-qualified stock options to purchase 3,000,000 shares of common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting Schedule:

All other terms are governed by the Plan and the Employment Agreement dated March 31, 2026 between the Company and the Grantee.

EXHIBIT 10.3

Exhibit A – Plan Amendment

AMENDMENT TO THE AMENDED AND RESTATED 2020 STOCK AND INCENTIVE COMPENSATION PLAN

This Amendment (the “Amendment”) to the Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”) of Kaival Brands Innovations Group, Inc. (the “Company”) is effective as of March 31, 2026.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of the date first above written.

EXHIBIT 99.1

FAIRNESS OPINION MEMORANDUM

To: The Board of Directors Kaival Brands Innovations Group, Inc.

From: Mark Thoenes

Sole Disinterested Director

Re: Fairness Opinion on Proposed Compensation Arrangements for Eric Mosser (CEO) and Eric Morris (CFO)

Dear Members of the Board:

Pursuant to DGCL §144, and in my role as the director unaffiliated with the proposed transactions, I have evaluated the proposed employment arrangements for Eric Mosser (CEO) and Eric Morris (CFO), together with the related equity grants under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan and the amendment to increase the Plan reserve to 100,000,000 shares (collectively, the “Proposed Arrangements”), as set forth in the draft Employment Agreements and Unanimous Written Consent presented to the Board.

This evaluation was conducted with a view toward ensuring impartiality and alignment with the Company’s interests, drawing on objective criteria and governance standards to assess the terms.

In forming my opinion, I considered the following key factors:

● The Company’s current cash-conservative position and post-Nasdaq delisting recovery strategy, emphasizing minimal cash commitments to preserve resources for operational needs;

● The heavily equity-oriented structure designed to align executive interests with long-term stockholder value creation, including vesting mechanisms tied to continued service over the recovery horizon;

● Retention and incentive features linked to performance and potential Change in Control events, ensuring stability through pivotal milestones;

● Market comparisons with similarly situated OTC/recovery-stage companies, confirming that the overall design is competitive yet restrained;

● The tax, accounting, and governance implications, including favorable deferral options and spread expense recognition to minimize near-term financial impact; and

● The overarching benefit to the Company in securing committed leadership for ongoing operations and long-term objectives, balanced against dilution controls and stockholder protections.

Based on this careful consideration, I conclude that the Proposed Arrangements are fair and reasonable to the Company and its stockholders from a financial point of view.

This opinion is provided solely for purposes of DGCL §144 and may be attached to the Unanimous Written Consent.