Exhibit 10.12


 


EMPLOYMENT AGREEMENT


 


AGREEMENT dated as of ________, 2015 between
Thomas Panza, residing at ___________ (“Employee”), and Long Island Brand Beverages LLC, a New York limited liability
company having its principal office at 116 Charlotte Avenue, Hicksville, NY 11801 (“Company”);


 


WHEREAS, the Company has entered into an
Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of December 31, 2014 and amended
as of April 23, 2015, by and among the Company,
Cullen Agricultural Holding Corp. (“Cullen Ag”), Long Island Iced Tea Corp. (“Holdco”), Cullen Merger Sub,
Inc., LIBB Acquisition Sub, LLC and the founders of LIBB;


 


WHEREAS, the Company desires to enter into
a new employment agreement with Employee to take effect upon consummation of the transactions contemplated by the Merger Agreement
(the “Commencement Date”); and


 


WHEREAS, Employee is willing to enter into
such employment agreement on the terms, conditions and provisions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereby agree as follows:


 


IT IS AGREED:


 


1.          Employment,
Duties and Acceptance.


 


1.1           General.
During the Term (as defined in Section 2), the Company shall employ Employee in the position of Purchasing Manager of the Company
and such other positions as shall be given to Employee by the Chief Executive Officer (CEO). All of Employee’s powers and
authority in any capacity shall at all times be subject to the direction and control of the Company’s Chief Executive Officer.
The CEO may assign to Employee such management and supervisory responsibilities and duties for the Company or any subsidiary of
the Company, as are consistent with Employee’s status as Purchasing Manager. The Company and Employee acknowledge that Employee’s
primary functions and duties as Purchasing Manager shall be to assist the Company in managing all hands-on operational aspects
of the company with a primary focus on management of the Company’s inventory control and oversight
of supply chain management and procurement.
Purchasing manager will be responsible for buying the best quality equipment, goods
and services for the Company or organization at the most competitive prices.


 




    	 



    	 



    

 


1.2           Full-Time
Position. Employee accepts such employment and agrees to devote substantially all of his business time, energies and attention
to the performance of his duties hereunder. Nothing herein shall be construed as preventing Employee from making and supervising
personal investments, provided they will not interfere with the performance of Employee’s duties hereunder or violate the
provisions of Section 5.4 hereof.


 


1.3           Location.
Employee will perform his duties in or around Hicksville, New York. Employee shall undertake such occasional travel, within or
outside the United States, as is reasonably necessary in the interests of the Company.


 


2.          Term.
The term of Employee’s employment hereunder shall commence on the Commencement Date and shall continue until the second anniversary
of the Commencement Date (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended
by mutual written agreement of the Company and Employee. This Agreement shall become null and void in the event of the termination
of the Merger Agreement prior to the consummation of the transactions contemplated thereby. Notwithstanding any provision in this
Agreement to the contrary, this Agreement shall become effective only upon consummation of the transactions contemplated by the
Merger Agreement. Unless the Company and Employee have otherwise agreed in writing, if Employee continues to work for the Company
after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement,
except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c) shall no longer
be in effect.


 


3.          Compensation
and Benefits.


 


3.1           Salary.
The Company shall pay to Employee a salary (“Base Salary”) at the annual rate of $80,000. Employee’s compensation
shall be paid in equal, periodic installments in accordance with the Company’s normal payroll procedures.


 




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3.2           Incentives.
For the period from the Commencement Date until December 31st, 2015, the Employee shall be paid a bonus (“Bonus”)
of up to 50% of the Base Salary. The incentive paid (if any) will be determined by the Chief Executive Officer and the Board at
their discretion. The Bonus will be paid in cash or stock as per the recommendation of the Board.


 


3.3           Benefits.
Employee shall be entitled to such medical, life, disability and other benefits as are generally afforded to other Employees of
the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee
benefits, including a defined contribution pension plan and 401(k) plan, as may be made available generally to employees from time
to time. If the benefits in this Section 3.3 are not implemented by the date being six (6) months from the Commencement Date the
Employee will accept by way of substitution the sum of $500.00 per month for the period until the benefits are made available to
the Employee.


 


3.4           Vacation
and Sick Days. Employee shall be entitled to twenty (20) days of paid vacation and five (5) days of paid sick days in each
year during the Term and to a reasonable number of other days off for religious and personal reasons in accordance with customary
Company policy.


 


3.5           Expenses.
The Company shall pay or reimburse Employee for all transportation, hotel and other expenses reasonably incurred by Employee on
business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the
business of the Company against itemized vouchers submitted with respect to any such expenses and approved in accordance with customary
procedures.


 


3.6           Stock
Options. Subject to approval by the Board of Directors of Holdco, Holdco shall grant Employee an option (“Option”)
to purchase 40,000 shares of Holdco’s Common Stock under Holdco’s 2015 Long-Term Incentive Equity Plan, such Option
to vest quarterly in equal portions over the Term and have an exercise price of $3.75. The duration of the Option is for a five
year period ending on the fifth anniversary of the Commencement Date.


 




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4.          Termination.


 


4.1           Death.
If Employee dies during the Term, Employee’s employment hereunder shall terminate and the Company shall pay to Employee’s
estate the amount set forth in Section 4.6(a).


 


4.2           Disability.
The Company, by written notice to Employee, may terminate Employee’s employment hereunder if Employee shall fail because
of illness or incapacity to render services of the character contemplated by this Agreement for six (6) consecutive months. Upon
such termination, the Company shall pay to Employee the amount set forth in Section 4.6(a).


 


4.3           By
Company for “Cause”. The Company, by written notice to Employee, may terminate Employee’s employment hereunder
for “Cause”. As used herein, “Cause” shall mean: (a) the refusal or failure by Employee to carry out specific
directions of the Chief Employee Officer or Board which are of a material nature and consistent with his status as Purchasing Manager
(or whichever positions Employee holds at such time), or the refusal or failure by Employee to perform a material part of Employee’s
duties hereunder; (b) the commission by Employee of a material breach of any of the provisions of this Agreement; (c) fraud or
dishonest action by Employee in his relations with the Company or any of its subsidiaries or affiliates (“dishonest”
for these purposes shall mean Employee’s knowingly or recklessly making of a material misstatement or omission for his personal
benefit); or (d) the conviction of Employee of a felony under federal or state law. Notwithstanding the foregoing, no “Cause”
for termination shall be deemed to exist with respect to Employee’s acts described in clauses (a) or (b) above, unless the
Company shall have given written notice to Employee within a period not to exceed ten (10) calendar days of the initial existence
of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after
such notice, Employee shall not have cured or eliminated the problem or thing giving rise to such “Cause;” provided,
however, no more than two cure periods need be provided during any twelve-month period. Upon such termination, the Company shall
pay to Employee the amount set forth in Section 4.6(b).


 




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4.4           By
Employee for “Good Reason”. The Employee, by written notice to the Company, may terminate Employee’s employment
hereunder if a “Good Reason” exists. For purposes of this Agreement, “Good Reason” shall mean the occurrence
of any of the following circumstances without the Employee’s prior written consent: (a) a substantial and material adverse
change in the nature of Employee’s title, duties and/or responsibilities with the Company that represents a demotion from
his title, duties or responsibilities as in effect immediately prior to such change (such change, a “Demotion”); (b)
material breach of this Agreement by the Company; (c) a failure by the Company to make any payment to Employee when due, unless
the payment is not material and is being contested by the Company, in good faith; or (d) a liquidation, bankruptcy or receivership
of the Company. Notwithstanding the foregoing, no “Good Reason” shall be deemed to exist with respect to the Company’s
acts described in clauses (a), (b) or (c) above, unless Employee shall have given written notice to the Company within a period
not to exceed ten (10) calendar days of the Employee’s knowledge of the initial existence of the occurrence, specifying the
“Good Reason” with reasonable particularity and, within thirty (30) calendar days after such notice, the Company shall
not have cured or eliminated the problem or thing giving rise to such “Good Reason”; provided, however, that no more
than two cure periods shall be provided during any twelve-month period of a breach of clauses (a), (b) or (c) above. Upon such
termination, the Company shall pay to Employee the amount set forth in Section 4.6(c).


 


4.5           Without
“Cause”. Either the Company or the Employee may terminate Employee’s employment hereunder without “Cause”
by giving at least six (6) months written notice to the other party. Upon such termination, the Company shall pay to Employee the
amount set forth in Section 4.6(c).


 


4.6           Compensation
Upon Termination. In the event that Employee’s employment hereunder is terminated, the Company shall pay to Employee
the following compensation:


 




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(a)          Payment
Upon Death or Disability. In the event that Employee’s employment is terminated pursuant to Sections 4.1 or 4.2, the
Company shall no longer be under any obligation to Employee or his legal representatives pursuant to this Agreement except for:
(i) the Base Salary due Employee pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements;
(iii) all accrued but unused vacation pay; and (iv) all earned and previously approved but unpaid Bonuses for any year prior to
the year of termination.


 


(b)          Payment
Upon Termination by the Company For “Cause”. In the event that the Company terminates Employee’s employment
hereunder pursuant to Section 4.3, the Company shall have no further obligations to the Employee hereunder, except for: (i) the
Base Salary due Employee pursuant to Section 3.1 hereof through the date of termination; (ii) all valid expense reimbursements;
and (iii) all unused vacation pay through the date of termination required by law to be paid.


 


(c)          Payment
Upon Termination Without Cause or by Employee for Good Reason. In the event that Employee’s employment is terminated
pursuant to Sections 4.4 or 4.5, the Company shall have no further obligations to Employee hereunder except for: (i) six (6) months
of Base Salary due Employee pursuant to Section 3.1, which shall be paid in accordance with the Company’s normal payroll
procedures unless otherwise mutually agreed to by the Employee and the Company; (ii) all valid expense reimbursements; and (iii)
all accrued but unused vacation pay (pro rata for the period to the date of termination).


 


(d)          Employee
shall have no duty to mitigate awards paid or payable to him pursuant to this Agreement, and any compensation paid or payable to
Employee from sources other than the Company will not offset or terminate the Company’s obligation to pay to Employee the
full amounts pursuant to this Agreement.


 


5.          Protection
of Confidential Information; Non-Competition.


 


5.1           Acknowledgment.
Employee acknowledges that:


 


(a)          As
a result of his employment with the Company, Employee has obtained and will obtain secret and confidential information concerning
the business of the Company and its subsidiaries (referred to collectively in this Section 5 as the “Company”), including,
without limitation, financial information, proprietary rights, trade secrets and “know-how,” customers and sources
(“Confidential Information”).


 




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(b)          The
Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company
or thereafter, Employee should enter a business competitive with the Company or divulge Confidential Information.


 


(c)          The
provisions of this Agreement are reasonable and necessary for the protection of the business of the Company.


 


5.2           Confidentiality.
Employee agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity any Confidential Information
obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder,
(ii) with the Company’s prior written consent; (iii) to the extent that any such information is in the public domain other
than as a result of Employee’s breach of any of his obligations hereunder; or (iv) where required to be disclosed by court
order, subpoena or other government process. If Employee shall be required to make disclosure pursuant to the provisions of clause
(iv) of the preceding sentence, Employee promptly, but in no event more than 48 hours after learning of such subpoena, court order,
or other government process, shall notify, confirmed by mail, the Company and, at the Company’s expense, Employee shall:
(a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena,
court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in
any proceeding relating to the enforcement thereof.


 


5.3           Documents.
Upon termination of his employment with the Company, Employee will promptly deliver to the Company all memoranda, notes, records,
reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the business of the Company and
all property associated therewith, which he may then possess or have under his control; provided, however, that Employee shall
be entitled to retain copies of such documents reasonably necessary to document his financial relationship with the Company.


 


5.4           Non-Competition.
For and in consideration of the transactions contemplated by the Merger Agreement and the consideration the Employee will receive
as a result thereby, Employee hereby agrees as follows:


 




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(a)          Employee
shall not during the period of his employment by or with the Company and for the Applicable Period (defined below), for himself
or on behalf of, or in conjunction with, any other person, persons, company, partnership, limited liability company, corporation
or business of whatever nature:


 


(i)          engage,
as an officer, director, manager, member, shareholder, owner, partner, joint venturer, trustee, or in a managerial capacity, whether
as an employee, independent contractor, agent, consultant or advisor, or as a sales representative, in an entity that designs,
researches, develops, markets, sells or licenses products or services that are substantially similar to or competitive with the
business of the Company that is located within seventy-five (75) miles of any market in which Company currently operates or has
plans to do business in at the time of termination;


 


(ii)         call
upon any person who is at that time, or within the preceding twenty-four (24) months has been, an employee of the Company, for
the purpose, or with the intent, of enticing such employee away from, or out of, the employ of the Company or for the purpose of
hiring such person for Employee or any other person or entity, unless any such person was terminated by the Company more than six
(6) months prior thereto;


 


(iii)        call
upon any person who, or entity that is then or that has been within one year prior to that time, a customer of the Company, for
the purpose of soliciting or selling products or services in competition with the Company; or


 


(iv)        call
upon any prospective acquisition or investment candidate, on the Employee’s own behalf or on behalf of any other person or
entity, which candidate was known by Employee to have, within the previous twenty-four (24) months, been called upon by the Company
or for which the Company made an acquisition or investment analysis or contemplated a joint marketing or joint venture arrangement
with, for the purpose of acquiring or investing or enticing such entity into a joint marketing or joint venture arrangement.


 


For purposes of this Section 5:


 


		·	the term “Company” shall be deemed to include the Holdco, Company and any of its respective subsidiaries; and



 




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		·	the term “Applicable Period” shall mean two (2) years from the consummation of the Merger Agreement.



 


5.5           Injunctive
Relief. If Employee commits a breach, or threatens to commit a breach, of any of the provisions of Section 5.2 or 5.4, the
Company shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having
equity jurisdiction, it being acknowledged and agreed by Employee that the services being rendered hereunder to the Company are
of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to
the Company and that money damages will not provide an adequate remedy to the Company. The rights and remedies enumerated in this
Section 5.5 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.
In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action
or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys’ fees and costs incurred
by the prevailing party.


 


5.6           Modification.
If any provision of Section 5.2 or 5.4 is held to be unenforceable because of the scope, duration or area of its applicability,
the tribunal making such determination shall have the power to modify such scope, duration, or area, or all of them, and such provision
or provisions shall then be applicable in such modified form.


 


5.7           Survival.
The provisions of this Section 5 shall survive the termination of this Agreement for any reason.


 


6.          Miscellaneous
Provisions.


 


6.1           Notices.
All notices provided for in this Agreement shall be in writing, and shall be deemed to have been duly given when (i) delivered
personally to the party to receive the same, or (ii) when mailed first class postage prepaid, by certified mail, return receipt
requested, addressed to the party to receive the same at his or its address set forth below, or such other address as the party
to receive the same shall have specified by written notice given in the manner provided for in this Section 6.1. All notices shall
be deemed to have been given as of the date of personal delivery or mailing thereof.


 




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If to Employee:


 


  Thomas Panza


 


If to the Company:


 


  Long Island Brand Beverages LLC


  116 Charlotte Avenue


  Hicksville, New York 11801


 


6.2           Entire
Agreement; Waiver. This Agreement sets forth the entire agreement of the parties relating to the employment of Employee and
is intended to supersede all prior negotiations, understandings and agreements. No provisions of this Agreement may be waived or
changed except by a writing by the party against whom such waiver or change is sought to be enforced. The failure of any party
to require performance of any provision hereof or thereof shall in no manner affect the right at a later time to enforce such provision.


 


6.3           Governing
Law. All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder,
shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely
in New York.


 


6.4           Binding
Effect; Nonassignability. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the
Company. This Agreement shall not be assignable by Employee, but shall inure to the benefit of and be binding upon Employee’s
heirs and legal representatives.


 


6.5           Severability.
Should any provision of this Agreement become legally unenforceable, no other provision of this Agreement shall be affected, and
this Agreement shall continue as if the Agreement had been executed absent the unenforceable provision.


 


6.6           Section
409A. This Agreement is intended to comply with the provisions of Section 409A of the Internal Revenue Code (“Section
409A”). To the extent that any payments and/or benefits provided hereunder are not considered compliant with Section 409A,
the parties agree that the Company shall take all actions necessary to make such payments and/or benefits become compliant.


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.


 


	 	LONG ISLAND BRAND BEVERAGES LLC
	 	 
	 	By:	 	 
	 	Name:
	 	Title:
	 	 
	 	 	 
	 	THOMAS PANZA