EXHIBIT 10.01





 


THE EXECUTIVE EMPLOYMENT
AGREEMENT (the “Agreement”),
dated as of the 24th day of June, 2015, is entered by and between VNUE, Inc., a Washington corporation and wholly owned subsidiary
of Tierra Grande Resources, Inc., a Nevada publicly traded corporation (the “Company”),
located at 3209 Utah Ave S, Suite 300, Seattle, Washington 98134 and Christopher Nocera (the “Executive”)
having an address at 1540 Frenchtown Road, East Greenwich, RI 02818. The Company and Executive may hereinafter be referred to individually
as a “Party”
or collectively as the “Parties”.


 


WITNESSETH:


 


WHEREAS, the
Executive possesses substantial knowledge and experience in whatever; and


 


WHEREAS, the
Company desires to procure the services of the Executive as its Chief Information Officer and the Executive desires to provide
such services to the Company, all upon the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the mutual premises contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Executive agree as follows:


 


1. Employment.
The Company agrees to employ the Executive as the Chief Information Officer and the Executive accepts the employment, on
the terms and conditions hereinafter set forth. During the Employment Term and any Renewal Terms, as those terms are hereinafter
defined, the Executive shall devote her best efforts, knowledge and skill. The Executive will have the rights, duties and obligations
customarily associated with the position of Chief Information Officer of a comparably sized public company and will report directly
to the President and Chief Executive Officer of the Company.


 


2.Term of
Employment; Renewals; Termination.


 


2.1Term.The
employment hereunder shall commence on the date hereof (the “Commencement
Date”), and shall continue until the end of the Employment
Term, unless sooner terminated pursuant to the terms of the Agreement. The “Employment
Term” shall mean the period commencing on the Commencement
Date and continuing until the 1st anniversary of the Commencement Date.


 


2.2 Contingent
Renewal upon Expiration of Employment Term. Following the expiration of the Employment Term, the Company and the Executive
shall review the terms of employment and the Company shall provide the Executive with not less than thirty (30) days’
notice of prior to the expiration of the Employment Term with the terms upon which the employment may be renewed or with a notice
of non-renewal.


 






    	 



    	 



    

 


2.3Termination
For Cause. The employment of the Executive may be terminated by the Company at any time for Cause. For purposes of the
Agreement, “Cause”
is defined as (i) the occurrence of a breach of any material covenant contained in the Agreement by the Executive and the failure
to cure such breach within thirty (30) days following Executive’s
receipt of written notice with respect thereof; or (ii) Executive’s
willful malfeasance, gross negligence or gross or willful misconduct in the performance of her duties hereunder after thirty (30)
days prior written notice to the Executive specifying the basis of such neglect and the failure of the Executive to correct such
neglect; or (iii) the Executive’s theft or embezzlement from
the Company; or (iv) the Executive’s conviction of a felony
under the laws of the United States or any state of the United States; or (v) a final order by the Securities and Exchange Commission
pertaining to the Executive that could reasonably be expected to impair or impede the Executive from performing the functions and
duties contemplated by the agreement.


 


2.4Termination
upon Death or Disability. The Agreement shall automatically terminate in the event of the Executive’s
death or Permanent Disability. “Permanent Disability”
is defined as physical or mental incapacity resulting in the absence from or inability to properly perform her duties hereunder
(as determined by the Company) on a full time basis of the Executive for ninety (90) consecutive days, provided the Executive has
met the requirements to receive benefits under any long term disability policy then maintained by the Company and applicable to
the Executive. Returns to work for periods of less than one (1) week shall not toll the passing of the time required to establish
Permanent Disability hereunder. In the event of termination due to death or Permanent Disability, the Company shall continue to
pay the Executive’s Base Salary (defined below) for twelve
(12) months following such termination, but the Executive shall be entitled to no other compensation or benefits.


 


2.5Termination
By Executive For Good Reason. The Executive may terminate the Agreement for either (A) a failure on the part of the Company
to make timely payment of Executive’s Base Salary during
the term of the Agreement; or (B) failure or refusal of a successor or assignee of the Company to assume and perform the Agreement;
or (C) any breach by the Company of any of its undertakings in the Agreement; or (D) a material diminution by the Company during
the term of the Agreement of Executive’s duties or responsibilities.
Any of the foregoing causes are referred to in the Agreement as “Good
Reason”.


 


2.6Compensation
upon Termination For Cause. In the event that the Executive’s
employment is terminated for Cause pursuant to the terms of Section 2.3, the Company shall only be obligated to pay the Executive,
or his legal representatives, as the case may be, any unpaid portion of his Base Salary at the rate herein provided, which would
have been earned had the Executive remained in the employment of the Company until the effective date of such termination. If the
Executive terminates his employment with the Company other than for Good Reason, the Executive will thereby forfeit all compensation,
benefits and financial obligations owed by the Company under the Agreement, except that Base Salary will be paid through the date
of termination of employment by the Executive without Good Reason.


 






    	 



    	 



    

 


2.7.Compensation
upon Termination Without Cause or For Good Reason. In the event the Executive’s
employment is terminated by the Company without Cause or by the Executive for Good Reason, then the Company shall continue to pay
his Base Salary (defined below) and health insurance (provided he makes an appropriate COBRA election) for the remainder of the
Employment Term or Renewal Term, as the case may be, in accordance with the Company’s
then-current payroll practices, and a pro-rated portion of any discretionary bonus awarded to the Executive for the year in which
Termination occurs, but the Executive shall be entitled to no other compensation or benefits. The Executive shall be entitled to
a minimum of twelve (12) months Base Salary under the foregoing sentence.


 


3.Compensation.


 


3.1Base Salary.
As compensation for the services to be rendered by the Executive hereunder, the Company shall pay the Executive at an annual base
salary (the “Base Salary”)
rate of Ninety-Five Thousand Dollars ($95,000.00) per year. Beginning on the first anniversary of the date of the initial salary
increase and continuing on each anniversary of the increase date, Base Salary shall be increased by an amount no less than five
percent (5%) times the Base Salary then in effect, plus any additional amount determined by the Company’s
Board of Directors.


 


3.2Bonus.
The Executive shall be eligible for an annual bonus in the discretion of the Company’s
Board of Directors. Any such bonus shall be payable in accordance with the Company’s
standard policies and procedures.


 





3.3Benefits.
The Executive shall be eligible to participate in the Company’s
current health insurance plan, when available, with family coverage, subject to the terms of that plan, on the same basis as the
Company’s Executive Officers. The Executive shall be entitled
to participate in the Company’s profit sharing and/or 401(k)
plans, when available, consistent with that provided to other executives of the Company.


 


3.4Vacation.
The Executive shall be entitled to four (4) weeks paid vacation time per year, which shall increase at the rate of one (1) per
year annually, up to a maximum of eight (8) weeks per year. Accumulated but unused vacation time may be carried over from year
to year.


 






    	 



    	 



    

 


3.5Expenses.
The Company shall reimburse the Executive for all reasonable expenses actually incurred or paid by the Executive during the
Employment Term in the performance of his services. The Company shall pay such reimbursement within a reasonable time following
the Executive’s submission of appropriate expense statements.


 


3.6Equity
Based Compensation. The Executive shall be entitled to participate in any equity based compensation plan, such as stock
bonus or stock appreciation rights plans, as well as stock option plans, in which the Company’s
executives participate, pro rata to their respective base compensation, in the event that the Company adopts any such plan.


 


4.0Change
in Control.


 


4.1 Definition.
As used herein, the term “Change in Control”
shall mean (i) the change in the Executive’s
direct reporting obligation to anyone other than the Company’s
CEO, Chairman of the Board or Board of Directors; (ii) (A) the
sale by the Company of all or substantially all of its assets to any individual, partnership, corporation, firm, trust, corporation
or other entity (“Person”),
(B) the consolidation of the Company with any Person, (C) the
merger of the Company with any Person as a result of which merger the Company is not the surviving entity, or (D) the
sale or transfer of shares of the Company by the Company and/or any one or more of its shareholders, in one or more related transactions,
to one or more persons under circumstances whereby any Person shall own, after such sales and transfers, at least one-half of
the shares of the Company having voting power for the election of directors.


 


4.2Payment
upon Change in Control. In the event that the Company undergoes a Change of Control during the Employment Term or any Renewal
Term, the Company will pay the Executive an amount that, after subtracting therefrom the federal and state income and payroll withholding
taxes that would be assessed thereon, would be equal to one (1) times her then current Base Salary, regardless of whether
the Executive remains employed by the Company.


 


5.Confidentiality;
No Conflict; No Competition.


 


5.1. Confidential
Information.


 


5.1.1.“Confidential
Information”, as defined below, includes not only information
disclosed by the Company to the Executive, but also information developed or learned by the Executive during the course of or as
a result of employment by the Company which information shall be the property of the Company. Confidential Information includes
all information that has or could have commercial value or other utility in the business in which the Company is engaged or contemplates
engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether
or not such information is specifically labeled as Confidential Information by the Company. By way of example and without limitation,
the Confidential Information of the Company includes confidential methods of operation and organization and prospective business
relationships and business partners, except to the extent any such information is obtainable from sources outside of the Company
without breaching any contractual or other obligations.


 






    	 



    	 



    

 


5.1.2.The Executive
shall not, either during his employment by the Company or at any time after termination of such employment, for whatever reason,
impart or disclose any of such Confidential Information to any person, firm or entity other than the Company, or use any of such
Confidential Information, directly or indirectly, for his own benefit or for the benefit of any person, firm or entity other than
the Company. The Executive hereby acknowledges that the items included within the definition of Confidential Information in the
Confidentiality Agreement are valuable assets of the Company and that the Company has a legitimate business interest in protecting
the Confidential Information.


 


5.2No Conflict; Other Employment.
During the term of the Agreement, the Executive shall not: (i) engage in any activity which conflicts with the performance of the
Executive’s duties hereunder nor shall the Executive engage in any other business activity, whether or not such business
activity is pursued for gain or profit, (a) if such outside business activities conflict with or materially interfere with the
services required to be rendered to or on behalf of the Company; (b) breach any confidentiality obligations to the Company; or
(c) deprive the Company of a business opportunity it otherwise may have exploited. The Executive is currently performing innovation
services including serving as the Director of Innovation, for the following companies and serving in these positions will not be
a violation of the provision: Tip Tap Labs (Motive Metrics).


 


 


5.3No Solicitations.
Following the termination of the Executive’s employment for
any reason but solely during the Employment Term and for a period of twelve (12) months following the cessation of the Executive’s
employment with the Company for any reason, the Executive shall not solicit, directly or indirectly, for hiring or hire or in any
other manner solicit or retain the services of, for Executive’s
account or the account of any of Executive’s employers, any
person who is at such time, or has been within one (1) year of such time, an executive of the Company and its affiliates unless
that person was under contract with the Executive’s new employer
prior to such employer retaining or hiring the Executive.


 


5.4Corporate Opportunities.
The Executive agrees that during his employment hereunder he will not knowingly take any action which might divert from the Company
or any subsidiary or affiliate of the Company any opportunity which would be within the scope of any of the present business thereof.


 


5.5Protection of Reputation.
During the term of the Agreement and thereafter, the Executive and the Company each agree that neither will take any action which
is intended, or would reasonably be expected, to harm the other’s
reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity.


 






    	 



    	 



    

 


5.6Company Property.
The Executive agrees that all copies, whether on paper or a computer storage device, of all memoranda, notes, records, charts,
formulae, specifications, lists and other documents made, compiled or received, held, or used, by the Executive while employed
by the Company concerning any phase of the Company’s business,
trade secrets or Confidential Information shall be the Company’s
property and shall be delivered by the Executive to the Company on the termination of the Executive’s
employment or at an earlier time on the request of the Company. The Company acknowledges and agrees that there may be memoranda,
notes, records, charts, formulae, specifications, lists and other documents made, compiled or received, held, or used by the Executive
prior to employment by the Company and that, at Executive’s
request, copies of same shall be delivered by the Company to the Executive on termination of the Executive’s
employment or at an earlier time on the request of the Executive. The Executive further covenants and agrees that he shall promptly
disclose to the Company, and take all steps necessary to transfer to the Company all right, title and interest in, all products
developed or other inventions, computer software and other intellectual property (the “Intellectual
Property”) which he conceives or develops during the course
of his employment, which are in any way related to the business of the Company, will affix appropriate legends and copyright notices
indicating the Company’s ownership of all Intellectual Property
and all underlying documentation, and will execute such further assignments and other documents as the Company considers necessary
to vest, perfect, patent, maintain or defend the Company’s
right, title and interest in the Intellectual Property.


 


5.7Injunctive
Relief. The Executive further recognizes and agrees that any material violation of her agreements in the Article 5 would
cause such damage or injury to the Company as would be irreparable and the exact amount of damage would be impossible to ascertain;
therefore the Executive agrees that notwithstanding anything to the contrary contained in the Agreement, the Company shall be entitled
to seek injunctive relief from any court of competent jurisdiction restraining any further violation by the Executive of the Article
5. Such right to seek an injunction shall be cumulative and in addition to, and not in limitation of, any other rights and remedies
the Company may have in equity or at law.


 


5.8Reasonableness.
The Executive agrees that the provisions of the Article 5 are reasonable and necessary for the protection of the Company and that
each provision herein set forth, including without limitation, the period of time, geographical area and types and scope of the
restrictions on her activities specified therein, are intended to be and shall be divisible. If any provision of the Article 5
(including any sentence, clause or part thereof) shall be held contrary to law or invalid or unenforceable in any respect, the
remaining provisions shall not be affected but shall remain in full force and effect and the invalid or unenforceable provisions
shall be deemed modified and amended to the extent necessary to render same valid and enforceable.


 






    	 



    	 



    

 


6.Successors. The
Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns by merger, consolidation,
transfer of business and properties or otherwise, and shall inure to the benefit of the Executive and his heirs and legal representatives,
provided, however, that the Executive may not assign her rights or obligations under the Agreement without the prior written consent
of the Company.


 


7.Miscellaneous.


 


7.1Notices.
All notices and other communications to be made hereunder shall be in writing and shall be deemed to have been given when the same
are either: (i) personally delivered; (ii) mailed, registered or certified mail, first class postage prepaid return receipt requested;
or (iii) delivered by a reputable private overnight courier service utilizing a written receipt or other written proof of delivery,
to the applicable party at the address set forth above. Any party refusing delivery of a notice shall be charged with knowledge
of its contents.


 


7.2Definitions
and Captions. All captions and headings of paragraphs, subparagraphs and sections are not part of the Agreement and shall
not be used for the interpretation or determination of the validity of the Agreement or any provision hereof.


 


7.3Names
and Entities. The masculine gender shall include the neuter genders, and the word “person”
shall include an individual, a corporation, a partnership, a limited partnership, a limited liability partnership, a limited liability
company and a trust. Whenever the singular is used in the Agreement the same shall include the plural when required by the context
and vice versa.


 


7.4Severability.
In the event any one or more of the provisions of the Agreement shall be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect other provisions hereof, and the Agreement shall be construed
as if such invalid, illegal or unenforceable provision never had been contained herein.


 


7.5Governing
Law. The Agreement shall be construed in accordance with the laws of the State of Nevada.


 


7.6Entire
Agreement; Amendments. The Agreement contains the entire understanding and agreement of the parties hereto with respect
to the matters contained herein, and may not be amended or supplemented at any time unless by writing, executed by each of the
said parties. Any agreement or understanding, written or otherwise, prior to the effective date of the Agreement between the Executive
and the Company relating to the employment of the Executive is hereby terminated and discharged.


 






    	 



    	 



    

 


7.7Indemnification.
The Company shall indemnify the Executive against all losses, claims, expenses, or other liabilities of any nature arising by reason
of the fact that he (a) is or was an officer, employee, or agent of the Company, the Company or any of their subsidiaries or affiliates,
or (b) while a director, officer, employee or agent of the Company, the Company or any of their subsidiaries or affiliates, is
or was serving at the request of the Employer as a director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in each case
to the fullest extent permitted under Nevada law. Without limiting the foregoing, the Executive shall be entitled to payment of
reasonable costs and expenses including attorney’s fees in
the defense of any action or proceeding arising out of his employment, subject to the provisions of the Nevada General Corporation
Law.


 


7.8Directors
and Officers Liability Insurance. During the Employment Term, the Company shall maintain directors and officers liability
insurance in an amount not less than Three Million Dollars ($3,000,000).


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed the Agreement or caused their duly authorized officers to execute the Agreement on date set forth
above.


 





	 	VNUE, Inc.
	 	 	 
	 	By:  	/s/
	 	 	Matthew Carona, Chief Executive Officer
	 	EXECUTIVE:
	 	 	 
	 	/s/	 
	 	Christopher Nocera