Exhibit 10.1


 


EMPLOYMENT AGREEMENT


EMPLOYMENT
AGREEMENT (the "Agreement"), dated as of June 28, 2012 between STRATUS MEDIA GROUP, INC., with its principal place of
business at 3 East De La Guerra Street, Santa Barbara, California 93101 (the "Company"), and Jerry Rubinstein (hereinafter
referred to as "Executive").


WITNESSETH:


WHEREAS, the
Company is engaged in the business of sports and entertainment event ownership, television broadcasting of events, product merchandising,
marketing, operations, sales, agent, venue and corporate representation and consultancy {the "Business"); and,


WHEREAS, the
Company wishes to employ Executive, and Executive wishes to accept such employment, on the terms and conditions set forth in this
Agreement.


NOW THEREFORE,
for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT.
The Company shall employ the Executive and Executive hereby accepts such employment with the Company, upon the terms and conditions
hereinafter set forth for the period beginning on June 28, 2012 and ending on the Termination Date determined pursuant to Section
4 (the "Employment Term").


2. POSITION
AND DUTIES.


(a)During
the Employment Term, Executive shall serve as (1) Chairman of the Board of Directors and Chief Executive Officer of Stratus Media Group, and shall report to the Board of Directors, and (2)
Chairman of the Board of Directors and Chief Executive Officer of ProElite, and shall report to its Board of Directors. Subject
to the direction and control of the Board of Directors of the Company, Executive's duties shall include principal responsibility
for formulation and implementation of the business policies and direction of the Company, employment decisions, financial decisions
and management and oversight of the day-to-day operation of the Business. Executive shall perform such other duties requested by
or pursuant to the lawful direction and control of the Board of Directors of the Company (or a committee thereof) including such
services and duties normally commensurate with Chief Executive Officer. The Executive acknowledges and agrees that he owes a fiduciary
duty of loyalty to the Company to discharge his duties and otherwise act in a manner consistent with the best interests of the
Company.


(b)During
the Employment Term, the Executive shall devote his reasonable efforts and attention and energies to the performance of his
duties and responsibilities under this Agreement (except for paid time off to which he is entitled pursuant to the terms of
this Agreement, illness or incapacity or activities which do not, in the sole judgment of the Board of Directors (or a
committee thereof), interfere or conflict with his duties and responsibilities in any material respect).






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3.  COMPENSATION AND BENEFITS.


As compensation
in full for the services to be rendered by Executive under this Agreement, the Company agrees to compensate Executive as follows:


(a)During
the Employment Term (unless earlier terminated as provided herein), the Company shall pay, and Executive shall accept, an annualized
salary of not less than Two Hundred and Fifty Thousand Dollars ($250,000) ("Base Salary") payable in accordance with
the Company's normal payroll practices and subject to any and all necessary and legal payroll and other deductions.


(b)Executive shall be eligible
to participate in those non-salary benefits and programs generally made available to executive employees of the Company, as are
in effect from time to time, including, but not limited to, any health, dental, life insurance, long term disability insurance
plan, 401(k) or other retirement savings plan, and any other employee benefit plan, subject to any and all terms, conditions, and
eligibility requirements of said plans or benefits, as may from time to time be prescribed by the Company. In the event that Executive
does not participate in any particular non-salary benefit, he shall have the right to receive the cash equivalent based upon the
cost which would have been incurred by the Company.


(c)Executive shall be
entitled to twenty days of paid time off each twelve- month period from the date employment commences under this Agreement, Executive
may carry one hundred and fifty percent (150%) of their annual accrual over to the next calendar year. Please refer to the most
current handbook for all other policies and procedures.


(d)Subject
to the financial condition of the Company, Executive shall be entitled to fly business class on all international flights. All
domestic flights to be business class, if so elected. Furthermore, Company will pay or reimburse Executive for 80% percent of his
monthly cellular phone usage chargers.


(e)Upon
submission of proper vouchers and evidence, the Company will pay or reimburse Executive for reasonable transportation, hotel, travel
and related expenses incurred by Executive on business trips away from Executive's principal office, and for other business expenses
reasonably incurred by Executive in connection with the business of the Company during the Employment Term, all subject to such
limitations and procedures as may from time to time be prescribed by the Board of Directors of the Company.


(f)Executive
shall receive Two Million Three Hundred Thousand options for the Company's common stock with an exercise price of Thirty Five
Cents ($0.35). The options shall vest monthly over the one (1) year term of this agreement. In the event of termination of this
agreement for any reason or a change in control of the Company, the options shall vest completely and immediately.






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(g)Executive
shall continue to serve as a member of the board of directors, chairman of the board, and
audit committee chairman and shall continue to receive his compensation for such services.


(h)Executive
shall receive compensation in the sum of Twenty Thousand Dollars ($20,000) for his consulting services during May and June 2012.


(i)During
the Employment Term, Executive shall be entitled to receive an automobile allowance of up to $650 per month.


4. TERMINATION.


(a)The
Executive's employment under this Agreement shall be for an initial six (6) month term and shall automatically renew for an additional
(6) months unless written notice of non-renewal is provided by the Company within thirty (30) days of the end of the initial term.
In the event of non-renewal, the termination shall be deemed a "Termination by Non-Renewal". The foregoing notwithstanding,
the Executive's employment may also be terminated by (1) Executive's death or a Disability (an "Involuntary Termination"),
(2) by the Board of Directors for Cause (a "Termination for Cause"), (3) by the Board of Directors for reasons that do
not constitute cause (a "Termination Without Cause") or (4) the resignation by the Executive (a "Executive Resignation").


(b)The
effective date of a resignation shall be the date that the written resignation by the Executive is received by the Company; the effective date of an Involuntary Termination shall be the date of
death or, in the event of a Disability, the date specified in a notice delivered to the Executive by the Company; the effective
date of a Termination for Cause shall be the date specified in a notice delivered to the Executive by the Company of such termination;
and the effective date of a Termination Without Cause shall be the date specified in a notice delivered to Executive by the Company
of such termination which effective date shall be no less than thirty (30) days following the date of such notice.


(c)For
purposes of this Agreement, "Cause" shall mean those instances in which the Board of Directors (excluding the Executive if the Executive is a member of the Board at such time) determines in good
faith that Executive has (i) intentionally furnished materially false, misleading, or intentionally failed to provide material
information to the Company's Board of Directors that results or could reasonably be expected to result in material detriment to
the Company, (ii) willfully refused or failed to follow the lawful instructions of the Board of Directors with respect to any material
matter, consistent with the terms of this Agreement, which refusal or failure shall not have been cured, if capable of being cured,
within 10 days following written notice thereof; provided, however, that no notice or opportunity to cure shall be required with
respect to repeated refusal or failure to follow the lawful instructions of the Board of Directors, consistent with the terms of
this Agreement, (iii) convicted of any act involving moral turpitude (including those involving fraud, theft or dishonesty by Executive) or any crime (whether felony or misdemeanor) other
than traffic violations or other minor offenses that could not reasonably be expected to have an adverse effect on the Company's
business or reputation, (iv) the continued use of alcohol or drugs by the Executive to an extent that, in the good faith determination
of the Board of Directors (excluding the Executive if the Executive is a member of the Board at such time), such use interferes
with performance of the Executive's duties and responsibilities, (v) committed or engaged in any other• material act constituting
or comprising a conflict or interest or cause under applicable law, or (vi) breached his obligations under this Agreement in any
material respect, which breach has materially damaged the Company and, if capable of being cured, shall not have been cured upon
15 days' written notice thereof "Cause" is not intended to include mere dissatisfaction of the Company or its Board of
Directors with the manner in which Executive performs his duties nor the good faith failure of the Executive to perform his duties
successfully.






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(d)For purposes of this Agreement, the term "Disability"
shall mean the physical or mental inability of the Executive (1) based upon a good faith determination by the Board of Directors
(excluding the Executive if the Executive is a member of the Board at such time) to substantially perform all of his duties under
this Agreement for a period of ninety (90) consecutive days or longer or for any 90 days in any consecutive 8 month period, or
(2) that, in the opinion of a physician selected by the Board of Directors (excluding the Executive if the Executive is a member
of the Board of Directors at such time), is likely to prevent the Executive from substantially performing all of his duties under
this Agreement for more than 90 days in any period of 365 consecutive days.


5.  EFFECT OF TERMINATION.


(a)In the event of a Termination Without Cause,
Termination by Non-Renewel, or Executive Resignation, the Executive or his beneficiaries or estate shall have the right to receive
only the following:


(1)The
sum of the unpaid portion of the Base Salary through employment term (which shall be deemed to include both the initial six (6)
month term and the optional six (6) month term even if not yet exercised and even in the event of Non-Renewel) as one payment payable
within fourteen (14) days of Termination Without Cause or Executive Resignation.


(2)Reimbursement
for any expenses incurred prior to the Termination Date for which the Executive shall not have been previously reimbursed in accordance
with the provisions of Section 3(f) above.


(b)In the event of a Termination for Cause or
Involuntary Termination, the Executive or his beneficiaries or estate shall have the right to receive the following:


 



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 (1)Reimbursement for any expenses incurred
prior to the Termination Date for which the Executive shall not have been previously reimbursed in accordance with the provisions
of Section 3(f) above.


(c)Upon
any termination, neither the Executive nor his beneficiaries or estate shall have any further rights under this Agreement or any
rights arising out of this Agreement other than as provided in Section 5(a), (b) and (c) above. The rights of the Executive set
forth in this Section 5 are intended to be the Executive's exclusive remedy for termination and to the greatest extent permitted
by applicable law, the Executive waives all other remedies,


(d)Following
any termination, Executive shall reasonably cooperate with Company in all matters relating to the winding up of the Executive's
work on behalf of Company and the orderly transfer of any such pending work and of Executive's duties and responsibilities for
Company to such other person or persons as may be designated by Company in its sole discretion. Executive shall not be entitled
to any additional pay or severance in connection with such cooperation.


6. NONDISCLOSURE
AND NONUSE OF CONFIDENTIAL INFORMATION.


The Executive
will not disclose, disseminate or use at any time, either during the Employment Term or thereafter, any Confidential Information
of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's performance of duties assigned to the Executive by the
Company. For purposes of this Agreement, the term "Confidential Information" shall mean: information that is not generally
known to the public and that is used, developed or obtained by the Company in connection with the Business, including, without
limitation, (a) information, observations, procedures and data obtained by the Executive while employed by the Company concerning
the business or affairs of the Company, (b) planned or actual-
products or services, (c) costs and pricing structures, customer, supplier or employee lists, (d) analyses, drawings, photographs
and reports, (d) computer software and hardware, including operating systems, applications and program listings, (e) data bases,
(f) accounting and business methods, (g) research and development, and (h) inventions, devices, new developments, methods, processes,
technology and trade secrets (including, without limitation all Work Product). Confidential Information will not include (i) any
information that has been published, through no direct or indirect effort or action by the Executive, in a form generally available
to the public prior to the date the Executive proposes to disclose such information, and (ii) any general expertise, contacts or
know-how reflective of Executive's experience as an executive in the sports management and event field.


7. INVENTIONS
AND PATENTS.


The Executive
agrees that all Work Product belongs to the Company The Executive will promptly disclose such Work. Product to the Board of Directors
and perform all actions reasonably requested by the Board to establish and confirm such ownership (including, without limitation,
the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance
to the Company in connection with the prosecution of any application for patents, trademarks, trade names, service marks or reissues
thereof or in the prosecution or defense of any claims by or against the Company relating in any way to Work Product, For purposes
of this Agreement, the term "Work Product" shall mean all inventions, innovations, improvements, technical information,
systems, software or equipment developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names,
logos and all similar or related information (whether patentable or unpatentable) which relates to the Company's actual or anticipated
business, research and development or existing or future products or services and which are conceived, developed or made by the
Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person, group or
entity) while employed by the Company as they may solely relate to Company's business, together with all patent applications, letters
patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted
for or upon the foregoing in relation to Company's business.






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8. NON-COMPETE
NON-SOLICITATION NON-DISPARAGEMENT.


The Executive acknowledges and agrees
with the Company that during the course of the Executive's employment with the Company, the Executive will have the opportunity
to develop relationships with existing employees, customers and other business associates of the Company. Accordingly, the Executive
agrees as follows:


(a)The Executive
shall not, directly or indirectly, enter into, engage in, assist, give or lend funds to or otherwise finance, be employed by or
consult with, or have a financial or other interest in, any business which is directly similar to or directly competitive with
the Business, whether for himself or as an independent contractor, agent, stockholder, partner or joint venturer for any other
person, group or entity. To the extent that the covenant provided for in this Section 8(a) may later be deemed by a court to be
too broad to be enforced with respect to its duration or with respect to any particular activity or geographic area, the court
making such determination shall have the power to reduce the duration or scope of the provision.


(b)Notwithstanding
the foregoing, the aggregate ownership by the Executive of no more than two percent (on a fully-diluted basis) of the outstanding
equity securities of any person, group or entity, which securities are traded on a national securities exchange, quoted on the
Nasdaq Stock Market or other automated quotation system, and which person, group or entity competes with the Company within the
Territory shall not be deemed to be a violation of Section 8(a).


(c)To the extent
that the actions herein by Executive would have a material adverse impact on the Company, Executive covenants and agrees that during
the term of his employment and for six months following the Termination Date, the Executive will not, directly or indirectly, either
for himself or for any other person, group or entity (I) solicit any employee, independent contractor or service provider of the
Company to terminate or modify his, her or its employment or other relationship with the Company or employ or retain any person
or entity, (2) solicit any customer, licensee or licensor, of the Company or any service provider to the Company to purchase or
provide products or services on behalf of the Executive or such other person, group or entity that are competitive with the products
or services provided by the Company, or (3) disparage the business reputation of the Company, its Board of Directors or its management
team.






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(d)In addition to any other remedies available
to Executive under this Agreement or applicable law, in the event that the Company fails to meet any of its ongoing payment or
severance obligations to Executive and such failure continues uncured for ten (10) business days, all of Executive's post-term
obligations under this Section 8 shall terminate.


9. RETURN OF COMPANY'S PROPERTY
UPON TERMINATION.


The Executive
shall immediately deliver to the Company at the termination of the Employment Term or at any time the Board of Directors may request,
all Company property (including but not limited to all documents, electronic files/records, keys, records, computer disks, or other
tangible or intangible things that may or may not relate to or otherwise constitute Confidential Information, Work Product, or
trade secrets (as defined by applicable law) that Executive created, used, possessed, or maintained while in the employ of the
Company, from whatever source. This provision does not apply to purely personal documents of Executive, but does apply to business
calendars, Rolodexes, customer lists, contact sheets, computer programs, disks, and their contents, and like information that may
contain some personal matters of Executive.


10. OWNERSHIP OF INTANGIBLES.


All
processes, inventions, patents, copyrights, trademarks, and other intangible rights that may be conceived or developed by Executive,
either alone or with others, during the term of Employee's employment, whether or not conceived or developed during Employee's
working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Employer was used,
or that relate at the time of conception or reduction to practice of the invention to the business of Company or to Company's
actual or demonstrably anticipated research and development, or that result from any work performed by Executive for Company,
shall be the sole property of Employer. Employee hereby agrees promptly to disclose to the Company any and all inventions, discoveries,
improvements, trade secrets, formulas, techniques, processes, and know-how, whether or not patentable and whether or not reduced
to practice, made or conceived by Executive, either solely or in conjunction with others, during the period of Employee's employment
with Employer, which related to or result from the actual or demonstrably anticipated business, work, or research in development
of Employer, or which result, to any extent, from use of Employer's premises or property, or are suggested by any task assigned
to Employee or any work performed by Executive for or on behalf of Employer. Executive acknowledges and agrees that all such inventions
shall be the sole property of Employer, and Executive hereby assigns to Company's Employee's entire right and interest in all
the inventions; provided, however, that such assignment does not apply to any invention which qualifies fully under the provision
of section 2870 of the California Labor Code. Executive shall execute all documents, including patent applications and assignments,
required by Company to establish Company's rights under this Section.






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11.  MISCELLANEOUS.


(a)This Agreement shall
be binding upon and inure to the benefit of Executive and his heirs and personal representatives, and the Company and its successors,
assigns and legal representatives. This Agreement and the responsibilities/benefits hereunder are personal to Executive and are
not assignable or transferable by Executive.


(b)The
Company shall have the right to offset against amounts due to Executive hereunder, any amounts owed by Executive to Company, including
any advances.


(c)This
Agreement constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof and supersedes
any and all previous agreements or understandings between Executive and the Company concerning the subject matter hereof. This
Agreement may not be changed or amended without the prior written consent of both of the parties hereto.


(d)All
notices hereunder shall be in writing and shall be deemed given on the fifth day after mailing through the United States mail,
certified mail, return receipt requested, postage prepaid, or by overnight delivery to the persons listed below or to such other
person(s) and/or addresses as may be designated from time to time in writing:


(e) This Agreement
shall be governed by and construed in accordance with the laws of the State of California.


(f)
Any waiver by either party of any breach of any of the terms of this Agreement shall not be considered a waiver of any
subsequent breach.


(g)In
the event that any provision of this Agreement is held to be unenforceable, then such enforceability shall in no way affect the
other terms and provisions of this Agreement which shall remain in full force and effect.


(h)The
captions herein are for the convenience of the parties and are not to be construed as part of the terms of this Agreement.


(i)This
Agreement may be amended, modified or supplemented only by written agreement of the parties hereto, which agreement shall have
been duly authorized and approved by the Board of Directors of the Company.


(j)
The failure of the Company at any time or from time to time to require performance of any of Executive's obligations under
this Agreement shall in no manner affect the Company's right to enforce any provision of this Agreement at any subsequent
time, and the waiver by the Company of any right arising out of any breach shall not be construed as a waiver of any right
arising out of any subsequent breach.






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(k)Executive acknowledges that the consideration
furnished by the Company in this Agreement, the sufficiency and adequacy of which is hereby acknowledged, is in addition to anything
of value, if any, to which Executive may already be entitled.


(i)Executive and the Company agree that any and
all disputes, claims, or causes of action, arising from or relating to this Agreement and Executive's employment with the Company
or the termination thereof, including but not limited to claims based on contract, tort or statutory duty or prohibition, including
any prohibition against discrimination or harassment, or claims for breach of fiduciary duty and misappropriation of trade secrets,
shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Los Angeles County,
California, conducted by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), or its successor, under the then
applicable rules of JAMS. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right
to resolve any such dispute through a trial by jury or judge or by administrative proceeding. Pursuant to California Code of Civil
Procedure Section 1283.1(b), the parties hereby incorporate the discovery provisions of California Code of Civil Procedure Section
1283.05. The arbitrator shall issue a written arbitration decision including the arbitrator's essential findings and conclusions
and a statement of the award. The arbitrator shall be authorized to award any and all remedies, including but not limited to damages
that you or the Company would be entitled to seek in a court of law. In addition, in the event of any dispute with respect to the
subject matter of this Agreement, the prevailing party shall be entitled to all of its costs and expenses, including reasonable
attorneys' fees and costs, incurred in resolving or settling the dispute. These costs and expenses shall be in addition to any
other damages to which the prevailing party may be entitled. The Company shall pay all JAMS arbitration fees in excess of the amount
of court fees which would have been required if the dispute were decided in a court of law.


(m)Executive
represents and warrants that he has read and fully understands the terms and provisions hereof, and has had an opportunity to
review this Agreement with his own legal counsel (not employed by Company), and has executed this Agreement based upon Executive's
own judgment and advice of independent legal counsel (if sought).


IN WITNESS
WHEREOF, the parties hereto have signed and sealed this Agreement as of the day and year first above written.








		COMPANY:
	 	 
	 	STRATUS MEDIA GROUP, ENC.
	 	 
	 	By:  /s/ Tim Boris
	 	Tim Boris




 


		EXECUTIVE:
	 	 
	 	By:  /s/ Jerry Rubinstein
	 	Jerry Rubinstein





 


 


 


 


 


 


 






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